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SHREE GANESH ELASTOPLAST LIMITED

19TH AUDITED ANNUAL REPORT FOR THE YEAR 2012-13

Shree Ganesh Elastoplast Limited

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NINETEENTH ANNUAL REPORT 2012-2013

CONTENTS

SR. NO. PARTICULARS PAGE NO.

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Board of Directors and Other Information

Notice

Directors' Report and Corporate Governance Report

Auditors' Report

Balance Sheet

Profit & Loss Account

Schedules to Balance sheet & Profit Loss Account

Notes to the Accounts

Cash Flow Statement pursuant to Clause 32 of the Listing Agreement

Attendance Sheet & Proxy Form

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NINETEENTH ANNUAL GENERAL MEETING PROGRAMME

DATE : 28TH SEPTEMBER, 2013

DAY : SATURDAY

TIME : 11.00 A.M.

VENUE : 119, Gr.Floor, Kamdhenu Complex

Opp.Sahjanad Colleage, Polytechnic,

Ahmedabad: 380015


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BOARD OF DIRECTORS Shri Nitin H. Mehta, Chairman & Managing Director

Shri Bharatkumar V. Mashruwala, Whole Time Director & COO

Shri Harishbhai R. Mehta, Director

Shri Mihir R. Shah, Director

Shri Mayukh J. Pandya, Director

COMPANY LAW CONSULTANT

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

801- A, Mahalay Building,

Opp. Hotel President,

Off. C.G. Road,

Ahmedabad – 380 009

BANKERS OF THE COMPANY

Central Bank of India, Ahmedabad

STATUTORY AUDITORS M/S Sunil Dad & Co.,

1016, Anand Mangal III,

Near Parimal Cross Roads,

Ellisbridge, Ahmedabad: 380 006.

LISTING AT

Ahmedabad Stock Exchange The Bombay Stock Exchange

ASE Code 34000 BSE Code 530797

Kamdhenu Complex, 25th Floor, P.J. Towers,

Nr. Panjarapole, Dalal Street, Fort,

Ahmedabad 380 015 Mumbai 400 001

REGISTERED OFFICE & INVESTORS GRIVANCE DEPTT

119, Gr.Floor, Kamdhenu Complex,

Opp. Sahajanad Collage,

Dist: Ahmedabad: 380 015.

REGISTRARS & SHARE TRANSFER AGENTS

Skyline Financial Services Pvt Ltd

D-153 A, First Floor, Okhla Industrial Area, Phase - 1,New Delhi,Delhi,110020

Phone: 91-011-30857575/ 26812682/83, Telefax:91-011-30857562

E.Mail: [email protected]


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NOTICE

Notice is hereby given that 19th Annual General Meeting of the Members of Shree Ganesh Elastoplast Limited will be held on Saturday 28th September, 2013 at 11:00 AM at the Registered Office of the Company situated at 119, Gr. Floor, Kamdhenu Complex, Opp. Sahjanand Complex, Polytechnic, Ahmedabad: 380 015 to transact the following business: ORDINARY BUSINESS:

1. To receive, consider, approve and adopt the Audited Profit & Loss Account for the year ended on 31st March, 2013, Balance Sheet as on that date, Directors’ Report and the Auditors’ Report thereon.

2. To Reappoint Mr. Mihir R. Shah who retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

3. To Reappoint Mr. Mayukh J. Pandya 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 Company for the year 2013-14 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.

By Order of the Board of Directors Date: 30.05.2013 Shree Ganesh Elastoplast Limited Sd/- Place: Ahmedabad (Nitin H. Mehta)

Chairman & Managing Director. NOTES:

I. A member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that 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 hrs before the time fixed for holding the meeting.

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

III. As a measure of economy, copies of the Annual Report will not be disturbed at the Annual general Meeting, therefore,

members are requested to bring their copies of Annual Report to the meeting.

IV. The Register of Members and the Share Transfer Books of the Company will remain closed from 24/09/2013 to 28/09/2013 (both days inclusive)

V. Members are requested to send their queries, if any, to the Company at least 10 days before the date of the Meeting so as to

enable the management to keep relevant information ready.


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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 Mihir R. Shah Mayukh J. Pandya

Director Identification Number. 02055933 00572719

Date of Birth. 31/01/1956 22/07/1955

Age. 57 58

Educational Qualification. BCOM BA, LLB

Experience (No. of Years) 34 33

Business field in which Experience. Stock Broking, Commodity Broking, General Administration of a Corporate

Unit.

Security Market related legal matters

Date of Appointment as Director in the Company.

30/04/2011 30/04/2011

Directorship held in any other Company. MERRY SHAREFIN LIMITED MONARCH COMTRADE PRIVATE LIMITED

MERRY SHAREFIN LIMITED

Member of any Committees of the Directors in the Company.

(1) Member: Audit Committee.

(2) Chairman: Remuneration Committee.

(3) Chairman: Investors Grievance Committee.

(1) Member: Audit Committee.

(2) Member: Remuneration Committee.

(3) Member: Investor Grievance Committee.

Member of any committees of the Directors in other Companies with names of the

Company.

Member: Audit Committee, Merry Sharefin Limited;

Chairman: Investor Grievance Committee, Merry Sharefin Limited;

Remuneration Committee, Merry Sharefin Limited

Member: Audit Committee, Merry Sharefin Limited; Investor Grievance Committee, Merry Sharefin Limited.

Member of any Trade Association/ Charitable Organization/ NGOs etc.

N.A. N.A.


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DIRECTORS’ REPORT Dear Shareholders,

Your Directors are presenting herewith 19th Audited Annual Report along with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULT:

During the year, the company had done the business of trading in Maize and other agro commodities. The Company had also done the business of the hedging in commodity market. The financial performance during the year is as under: (Rs. In Lacs) 31.3.2013 31.3.2012

Revenue from operations … 53.87 0

Other Income … 5.55 0

Less: Total Expenses … 85.29 28.79

Profit before exceptional and extraordinary items and tax … -25.87 -28.73

Less: Extraordinary Items … 0.35 0.21

Profit before Tax … -26.22 -30.84

Profit (Loss) for the period from continuing operations … -26.22 -30.84

Profit/(Loss) from discontinuing operations … -6.04 0

Profit/(Loss) for the period … -32.26 -30.84

OPERATIONS: During the year, as the Company had disposed off its unit, including the land located at Village: Vasna-Chacharvadi, Taluka: Sanand, District: Ahmedabad. The proceeds are now being used in business of trading in Agro Commodities. In order to minimize the price fluctuation risk on the inventory held by the company, the company is engaged in the hedging activity. The excess fund of Rs. 136.00 lacs has been made fixed deposit with the bankers. Further the company has also made a strict credit monitoring policy so that the company may avoid any further trading loss or business financial losses. SALE/DISPOSAL OF ENTIRE UNIT AT VASANA CHACHARVADI: Pursuant to power granted to Board of Directors in terms of Postal Ballot resolution passed by share holder, the director after receiving quotation disposed off its unit, including the land located at Village: Vasna-Chacharvadi, Taluka: Sanand, District: Ahmedabad on as is where is basis at a total consolidated amount of Rs. 300 lakh. DIVIDEND: In 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 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 amount. 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 provision of section 77, 77A or other provision 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. STATUS ON LISTING OF SHARES: The Company has paid the Annual listing fees of Bombay stock exchange. The Company has complied with all pending listing compliances and has submitted all pending documents with BSE. The Company has received approval from CDSL and NSDL and has obtained ISIN No. INE400N01017. Your directors recommend and request all shareholders to dematerialize their shareholding because the trading in shares are being done on stock exchange in demat mode only.


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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 Analysis Report, Auditors Certificate are annexed to this report: DEPOSITS: The company has not invited or accepted any Deposit, Loans or finance from the public as defined in section 58A of the Companies Act. DIRECTORS: Mr. MAYUKH JAYDEVPRASAD PANDYA and Mr. MIHIR RAMESHCHANDRA SHAH retire by rotation and being eligible offer themselves for reappointment. Your directors recommend appointing them by passing requisite resolutions as proposed in the Notice. PARTICULARS AS REQUIRED UNDER SECTION 217(1)(e):

a) Conservation of Energy: - As the Company was engaged in the business of trading operations during the year, this information is not applicable to your company.

b) Technology Absorption: As the Company was engaged in the business of trading operations during the year, this information is not applicable to your company.

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

PARTICULARS OF EMPLOYEES: (Section 217(2A)) There are no employees receiving the annual remuneration of Rs. 24, 00,000/- or monthly remuneration of Rs. 2, 00,000/- or more during the year. Hence, information required to be given in the statement as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has not been furnished. DIRECTOR’S’ RESPONSIBILITY STATEMENT: (Section 217 (2AA).

Your Directors declares 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 if any;

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. AUDIT COMMITTEE: (SECTION 292A READ WITH LISTING AGREEMENT): The Company has in compliance to section 292A of the Companies Act 1956 as also in compliance to clause 49 of the Listing Agreement formed an AUDIT Committee consisting of independent Directors. This Committee is headed by Independent Director Mr. Harish R Mehta, and other members include two non executive independent directors. The reference and other terms of the committee are in agreement with the requirements of clause 49 on listing agreement relating to code or corporate governance. 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. The shareholders are requested to appoint them as auditors for the year 2013-14. Auditors Report and Observation: The various observations made by the auditors in their report dated 30/05/2013 are self explanatory and properly explained in Notes forming part of the accounts attached therewith. However, full explanation on each of the observation of the auditors is as under:

1. No provision has been made in books of accounts for retirement benefit of employees, as the company does not have any employees, eligible for retirement benefits.


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2. No provision has been made in books of accounts for deferred taxation as the company has during the year disposed off its

unit, including the land, there is no fixed asset with the company, and hence no provision for deferred tax is considered necessary.

3. The company has discontinued its manufacturing operation during the year and has disposed off its substantial fixed assets. Company has allocated Rs. 200 lacs towards freehold land and balance Rs. 100 lacs towards other block of assets on the basis of the valuation report.

4. The company has undisputed statutory dues payable which are outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable as under:

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

MANAGEMENTS’ PERCEPTION: This is an accounting entries continued since last more than 8 Years. The Company has not received any demand notices, show cause notices or other communication from relevant authorities. The company has surrendered/ cancelled its VAT Sales Tax and CST registration numbers. This amount will be written off after confirmation from relevant authorities for cancellation of CST and ST registration numbers from concerned departments.

5. The loans and advances, trade receivables and debtors outstanding etc in books of account amounting to Rs. 1,89,80309 are non recoverable, outstanding for more than 6 years are written off during the year after due efforts made by the management with relevant parties.

6. Investments, written off last year has been reinstated in the books of account and given to the director Mihir R. Shah for Rs.

212323/- against the total dues payable to him. MANAGEMENTS’ PERCEPTION: These investments were written off as non realizable as these were mainly in the form of investment in unlisted or private companies. Now as Mr. Mihir. R. Shah has shown interest in buying of these investments, the company has written back the same in the books of accounts and transferred to Mr. Mihir R Shah, against the consideration amount of Rs. 2,12,323/-. This amount has been settled against his dues from the company.

Report on Corporate Governance and management discussion and analysis as required vide Clause-49 of the Listing Agreement along with Auditors Certificate are annexed to this report. MATERIAL DEVELOPMENT: There is no material development has taken place since the closure of the financial year up to the date of this report which may have substantial bearing on the business and affairs of the company or its finances or performances. ACKNOWLEDGEMENT: Your directors take on record and acknowledge the devotion made and hard work put by its employees, co operations at all level received from various government authorities, stock exchanges, professionals, Bankers and all other persons, institutions associated with the company.

Date: 30.05.2013 On behalf of the Board of Directors Place: Ahmedabad Shree Ganesh Elastoplast Limited Sd/- (Nitin H. Mehta)

Chairman & Managing Director.


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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: During the year pursuant to postal ballot resolution passed by the members, the Company has disposed off its unit, including the land located at Village: Vasna, Chacharvadi, Taluka: Sanand, District: Ahmedabad at the best realizable amount of Rs.300 Lacs. The proceeds is now applied and appropriated in trading business for Agro commodities, and also hedging in future exchange to decrease adverse price movement. During the year, the company has achieved gross turnover of Rs.59.42 lacs. Further the Company has also made fixed deposit of excess funds with its bankers which have earned an interest income of Rs.2.39 lacs. During the year, the management has done and completed major financial restructuring within the company. The company has now fixed deposits with bankers of Rs.136.00 Lacs, stock for trading on hand of Rs.36.60 Lacs. Majority of the non realizable assets are either realized or written off in the books of accounts. FUTURE COURSE OF ACTION FOR REVIVAL: After realization of all fixed assets, writing off of the non realizable assets in the books of accounts has now put your company at the reality position. Now with the available cash funds on hand, your company has now started trading business operations in Maize, Castor and other agro products on actual sale purchase basis. Further for the purpose of avoiding the future loss on account of price fluctuation in highly volatile agro commodities markets, your company is also engaged in hedging of the stock on hand. This subsidiary business operations has earned for your company an amount of RS.97,918/-. During the year, your company has availed benefit of cash discount of Rs.2,17,767/- in trading business operations. Now with the available cash funds, your company is now poised for major breakthrough in the trading business operations in agro and commodity market. COMMENCEMENT OF NEW BUSINESS ACTIVITIES COUPLED WITH POSSIBILITIES OF FINANCIAL POSITION IMPROVEMENT: On the basis of this rich experience of trading and scaling up of the business volume on the basis of availability of funds, credit line up, age wise sound trade debtors your company is now on path of business recovery, and not only increasing of the business volume but also improving its cash and fund position. Your company’s management is now hopeful of giving more and more good financial results in the years to come. Further looking to current financial and cash position of the Company, the management has decided that with the available sale proceeds and recovery of other current assets, the company is now exploring possibilities of trading, agro commodity in international markets which is perceived to be very lucrative business opportunity in present scenario. 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 to 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 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.


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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. 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 5 Directors out of which one is Promoter Director, who is also a Managing Director, one is Non Promoter- Executive Director, and three are Non Promoter non executive Independent Directors. The Chairman of the Company is promoter and executive, however looking to current financial position, the Company is not paying any remuneration to Managing Director. The Company is meeting with the criteria of having 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: COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION:

AUDIT COMMITTEE: The audit committee of the Board of Directors is as under:

Sr. no. Name Type No. of Meeting Attended

1. Shri Harish R. Mehta. Chairman 5 2. Shri Mihir. R. Shah Member 5 3. Shri Mayukh .J. Pandya Member 5

Function of Audit Committee: The audit Committee is headed by Shri Harish R Mehta as Chairman. Mr. Harish R Mehta is a retired Banker. He has rich experience of Banking operations, Internal Control, Internal Audit of business operations, financial control, accounting of financial transactions etc. He has more than 30 years of banking experience. He is the chairman of the Audit Committee and is further assisted by another rich experienced independent two other directors namely Shri Mihir R Shah, who is Commerce Graduate and a reputed Share & Stock Broker of Ahmedabad Stock Exchange Limited, and Shri Mayukh J. Pandya, another committee member. He is a graduate and a professional legal consultant having more than 15 years of experience. The Finance Manager is acting as coordinator who is regularly giving feedback 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 business experience.

Name of Director Designation Type Executive / Non Executive

No. Board Meeting Attended

Mr. Nitin. Harshadlal. Mehta Chairman and Managing Director

Promoter and Managing Director. Executive 6

Mr. Harish Ratilal Mehta Director Non Promoter and Director Non Executive 5

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

Whole Time Director and Chief Operation

Officer

Non Promoter and Director Executive 6


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The Committee meets at least once every quarter and prepares its minutes on the proceedings and business discussed, transacted. 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 also reviews the Report of the Internal Auditors and obtains guidance from the internal auditors, 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. 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 business operations, cost control method, systems, inventory management systems, logistic management for movement of goods, disposal of scrap and non usable goods and materials, their accounts, legal and corporate taxation compliances etc.

REMUNERATION COMMITTEE: The Remuneration committee comprises all 3 independent Directors which are as under:


1. Shri Mihir. R. Shah Chairman 5 2. Shri Harish R Mehta. Member 5 3. Shri Mayukh .J. Pandya Member 5

Terms of Reference:

The remuneration committee comprises of all non executive independent directors. It is headed by Mr. Mihir. R. Shah, Director of the Company. The committee is entrusted to do the following work: (i) To ascertain the requirements of and appointment of key managerial personals. (ii) To prescribe rules, regulations, policy, requirements of qualifications and experience of key managerial personnel. (iii) To decide the terms of conditions of employment and responsibilities, authorities of all executive directors, including

Managing Director and to ensure that they discharge their duties diligently and report to Board regularly. (iv) To fix the remuneration payable to Managing Director, Executive Director, Whole Time Directors. (v) To decide on distribution of profits as commission amongst various executive and non executive directors. (vi) To design, frame and make policy for remuneration payable for key managerial personnel and up to 3rd rank

departmental heads by way of issue of shares as ESOP or stock options or otherwise including providing staff loans/ advances to subscribe to any ESOPs or Stock options by employees of the company.

Mr. Bharat V Mashruwala has been appointed as Whole Time Director and he will also act as Chief Operations Officer and also as Compliance officer for the company as per requirements of the stock exchanges.

Further except the cash reimbursement of actual expenses incurred by directors, 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 for the year. The Company has also not give any stock options to any of the Managing Director, Executive Director, Whole Time Director or any other key managerial personal.


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INVESTOR GRIEVANCE COMMITTEE Terms of Reference: Investor Grievance Committee looks 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 Board. 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. Formation: The Investors Grievance Committee presently comprises all Non Executive Directors. During the year the Committee held 12 meeting. The Attendance of Members at the Meeting was as follows:


1. Shri Mihir. R. Shah Chairman 12 2. Shri Mayukh J Pandya Member 12 3. Shri Harish. R. Mehta. Member 12

Function of Investor Grievance Committee: The company has merged its earlier committee of share transfer in this committee. This Committee looks in to all aspects and business related to Shares, Bonds Securities and retail investors. The committee also looks after the Dematerialization / rematerialization 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. NO OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:

Name of the Committee No. of Meeting held Board 6 Audit Committee Of Board 5 Remuneration Committee 5 Investor Grievance Committee 12

DIRECTORS PRESENT AT THE LAST ANNUAL GENERAL MEETING DATED SEPTEMBER 8, 2012.

Sr. No. Name of the Directors Designation 1. Mr. Nitin. Harshadlal. Mehta Chairman and Managing Director 2. Mr. Harishbhai Ratilal Mehta Director 3. Mr. Mihir Rameshchandra

Shah Director

4. Mr. Mayukh Jaydevprasad Pandya

Director

5. Mr. Bharatkumar Vinodchandra Mashruwala

Director


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DETAILS OF ANNUAL GENERAL MEETING HELD DURING THE LAST 3 FINANCIAL YEARS:

Date Time Venue Special Business if any resolutions passed.

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.


NO

08/09/2012 11.00 A.M.


YES, Change of Main Object Clause and Shifting of the Registered Office of the Company.

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 financial year at the time of Last Annual General Meeting passed two Resolutions by postal means, one for Alteration in the Main Objects Clause and another for shifting of the Registered Office from Sanand to Ahmedabad city. Except that there are no other resolutions were passed by postal ballot means. The Company is also not proposing any resolution for approval of the shareholders through postal Ballot since none of the business items proposed in ensuing Annul General Meeting requires approval through postal ballot as per the provisions of the companies act and rules framed there under. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report are forming part of the directors’ report also of the Corporate Governance Report are separately given elsewhere. DISCLOSURES: A. Materially Related Party Transaction: During the year 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. 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 year.


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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 information to the managing director. The managing director has 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 Committee and the Board: Both Audit committee and Investors Grievances Committees receive periodical regular information by the managing director, and after resolution of all the problems informed the same to managing director 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 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. 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 un-audited 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. STATUS ON INVESTORS COMPLAINTS:

Beginning of the Year. NIL Received during Year. 01 Resolved during Year. 01 Outstanding end Year. NIL MARKET QUOTATIONS AND NUMBER OF SHAERS TRADED DURING THE FINANCIAL YEAR ENDED ON 31/03/2013: The trading of the company was inactive on the Stock Exchange, Ahmedabad due to SEBI restrictions. The trading in Shares of the Company are active at Stock Exchange, Mumbai. However, as there was no trade recorded during the year on the stock exchange, the details of Stock Price Movements and Trade Price is not available. WEIGHTAGE OF COMPANY’S SHARES IN SENSEX AND PRICE MOVEMENT OF SHARES WITH MOVEMENT OF SENSEX CO-RELATION:

The Company’s shares had during the year not traded at BSE hence no prices are quoted. Further the shares of the company are not included in the List of Companies for SESEX Calculation. It is not part of SENSEX Group Company. The company’s share prices being not quoted on stock exchanges It is not comparable with the price movement of shares with the movement of SENSEX.


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CATEGORY WISE SHAREHOLDING PATTERN:

Sr.No. Category of Shareholders. No. of Shares held Voting Strength %

1. Promoters, Directors, Relatives and Associates.

7,40,400 13.46

3. Mutual Funds 1,50,000 2.73 3. Corporate Bodies. 14,81,200 26.92 4. Public Shareholders. 6,73,300 12.24 5. Top Holders 23,81,200 43.28 6. Others. 75,900 01.38 Total 55,02,000 100.00

Date: 30.05.2013 On behalf of the Board of Directors Place: Ahmedabad Shree Ganesh Elastoplast Limited Sd/- (Nitin H. Mehta)


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

To, The Members, Shree Ganesh Elastoplast Limited I, Nitin H Mehta, Chairman and Managing Director 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 30th May, 2013. Date: 30.05.2013 On behalf of the Board of Directors Place: Ahmedabad Shree Ganesh Elastoplast Limited Sd/- (Nitin H. Mehta)



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

We, Nitin H Mehta, Chairman and Managing Director of the Board of Directors and Mr. Harish R Mehta Chairman of the 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 statements together present a true and fair view of the Company’s 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 Elasoplast 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 or an employee having a significant role in the Company’s 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. Date: 30.05.2013 On behalf of the Board of Directors. Place: Ahmedabad Shree Ganesh Elastoplast Limited Sd/- Sd/- (Harish R Mehta) (Nitin H. Mehta)

Chairman of Audit Committee Managing Directon & Chairman


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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, 2013 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 complied with the requirements and conditions of corporate governance as stipulated in the above mentioned listing agreement. 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.

Date: 30.05.2013 For, Sunil Dad & Co., Chartered Accountants Sd/- Place: Ahmedabad (Praveen Toshniwal) Partner M. No. 121017


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Independent Auditor’s Report

To, The Members, Shree Ganesh Elastoplast Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Shree Ganesh Elastoplast Limited, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion and to the best of our information and according to the explanations given to us, 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 in books of account for Retirement Benefit of employees as per Accounting Standard – 15. Liability of the same not determined

c) No provision has been made in books of account for deferred taxation as per Accounting Standard – 22.

the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.


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Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 purpose 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For, Sunil Dad & Co., Chartered Accountants

(Praveen Toshniwal) Partner

M. No. 121017 Place: Ahmedabad Date: 30.05.2013

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Shree Ganesh Elastoplast Limited on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that: 1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification. (c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption. 2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records. 3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has outstanding loans, secured or unsecured, amounting to Rs. 1, 03, 99, 969/- (Including Interest Receivable on Loans as


19

per Books) 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 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 the books upto 01/04/1998 has become prejudicial to the interest of the company. The said amount has been written off as bed debt and not recoverable. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are applicable to the Company. (b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 amounting to Rs. 40.84 Lacs. The Outstanding amount at the year end amounts to Rs. 11.04 Lacs. 4. In our opinion and according to the information and explanations given to us, there is no formal internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. However looking to the size of Business, the company has sufficient Internal Control System. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed. 5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises. 6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956. 7. The company has yet not set up internal audit system. 8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. 9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2012 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, the undisputed statutory dues payable which are outstanding as at 31st March, 2013 for the period more than six months form the date they became payable.

Name of the statue

Nature of the dues Amount (Rs.) Other particulars


1,92,882

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


1,23,594 Period: Earlier Years Due date: Not ascertainable Date of payment: Not paid

Note: The above amounts are carried forward as per certification made by previous Auditors. No records are available with the party.


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10. The Company has accumulated loss at the end of the Financial Year and it has incurred cash loss during the current financial year covered by our audit and in the immediately preceding financial year. The company has registered for the period more than five years and accumulated losses of the company is more than 50% of companies Net worth. 11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders. 12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor’s Report) Order, 2003 (as amended) is not applicable to the Company. 14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name. 15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. 16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year. 17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2012, we report that no funds raised on short-term basis have been used for long-term investment by the Company. 18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year. 19. The Company has no outstanding debentures during the period under audit. 20. The Company has not raised any money by public issue during the year. 21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For, Sunil Dad & Co.,

Chartered Accountants

(Praveen Toshniwal)

Partner M. No. 121017

Place: Ahmedabad Date: 30.05.2013


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BALANCE SHEET OF THE YEAR ENDED ON 31st MARCH, 2013

Particulars Note No

Figures as on 31st March, 2013 Figures as on 31st March, 2012

I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital 1 55,020,000 55,020,000 (b) Reserves and Surplus 2 (28,531,220) (11,503,956) (2) Current Liabilities (a) Short-term borrowings 3 1,104,391 2,411,845 (b) Trade payables 643,414 522,336 (c) Provision for Expenses 4 67,639 105,555

Total 28,304,224 46,555,780

II. Assets (1) Non-current assets (a) Fixed assets (i) Tangible assets 5 36,821 25,417,184 (ii) Intangible assets 6 0 835,229 (b) Non current Investment 7 - - (2) Current assets (a) Trade receivables 8 10,735,136 7,012,800 (b) Inventories 9 3,659,580 1,230,000 (b) Cash and cash equivalents 10 13,563,811 22,556 (d) Loans and advances 11 308,876 12,038,011

Total 28,304,224 46,555,780

Significant Accounting policies 18 and other Notes forming parts of accounts FOR, SUNIL DAD & CO. Chartered Accountants

FOR Shree Ganesh Elastoplast Limited

Sd/- Sd/-

Sd/- PRAVEEN TOSHNIWAL Ntitn H Mehta Bharat V Mashruwala Partner Managing Director Whole Time Director & Chairman Place : Ahmedabad Place : Ahmedabad Date : 30/05/2013 Date : 30/05/2013


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PROFIT AND LOSS STATEMENT OF THE YEAR ENDED ON 31st MARCH, 2013

Particulars Note No Figures as on 31st March, 2013

Figures as on 31st March, 2012

I. Revenue from operations 12 5,386,936 - II. Other Income 13 554,713 -

III. Total Revenue (I +II) 5,941,648 -

IV. Expenses: Purchase 8,913,256 - Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 14 (2,429,580) (1,230,000) Employee benefit expense 15 56,000 40,000 Administrative Selling and Distribution Expenses 16 931,077 2,212,066 Financial Expenses 17 439,780 254 Depreciation and amortization expense 618,195 620,617

Total Expenses 8,528,728 2,872,937 V. Profit before exceptional and extraordinary items and tax (III - IV) (2,587,080) (2,872,937) VI. Extraordinary Items (prior period expenses) 35,301 210,948 VII. Profit before tax (VII - VIII) (2,622,381) (3,083,885) VIII. Tax expense: (1) Current tax - - (2) Deferred tax - - IX. Profit(Loss) from the period from continuing operations (IX-X) (2,622,381) (3,083,885) X. Profit/(Loss) from discontinuing operations (i) Profit on sales of Assets 22,410,465 (ii) Non recoverable written off as Bad Debts (18,980,309) - (iii) Loss on sale of Investments (4,034,136) - XI. Profit/(Loss) for the period (XII+XIV) (3,226,360) (3,083,885) XII. Earning per equity share: (1) Basic (0.59) (0.56) (2) Diluted (0.59) (0.56) Significant Accounting policies and other Notes 18 forming parts of accounts

FOR, SUNIL DAD & CO. Chartered Accountants FOR Shree Ganesh Elastoplast Limited Sd/- Sd/- Sd/- PRAVEEN TOSHNIWAL NITIN H MEHTA BHARAT V MASHRUWALA Partner Managing Director Whole Time Director & Chairman Place : Ahmedabad Place: Ahmedabad Date : 30/05/2013 Date : 30/05/2013


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Notes :



1 Share Capital a Authorized 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 Capital 5502000 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 5,502,000 Add: Rights issue 0 0 Bonus issue 0 0 Less: Buy back 0 0 Number of equity shares at the end of the year 5,502,000 5,502,000 e % of Shares held by Holding company NIL NIL Ultimate holding company NIL NIL Subsidiary company NIL NIL Associates of holding company NIL NIL Associates of ultimate holding company NIL NIL f Amount of Calls unpaid Rs. ( i ) Calls unpaid by directors Rs. NIL NIL ( ii ) Calls unpaid by officers Rs. 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 shares Current Year Previous Year Miraj Finance Limited 248900 651,700 Miraj Polymers Limited 332700 642,700 Merry Sharefin Limited*** 636800 436,800 Ajay Jain 350000 350,000 Prakash C Mehta 289500 289,500

*** On account of consolidation of folios.


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Note: 2 - Reserves and Surplus

Particulars Figures as on 31st March, 2013


Revaluation reserve Opening balance 18,047,362 - Add: Addition / (reduction) (18,047,362) 18,047,362 Closing balance - 18,047,362 Surplus from Profit & Loss account Opening balance (29,551,318) (22,218,469) Add: Current year surplus (2,622,381) (3,083,885) Add: Profit / (Loss) from discontinuing operation (603,980) Add: Investments Return Back 4,246,459 - Less: Transfer to general reserve - - Less: Proposed dividend - - Less: Investments return off - 4,248,964 Closing balance (28,531,220) (29,551,318)

Total (28,531,220) (11,503,956) Note: 3 - Short term borrowings



a. Loans repayable on demand from banks Overdraft 853 - b. Loans and advances from related parties - Mihir R Shah (Director) 1,103,538 2,411,845

Total 1,104,391 2,411,845 Note: 4 - Provision for Expenses



Provision for Electricity Expense 2,124 - Provision for Warehouse Rent 3,200 - Provision for C&F Agent Commission 15,754 - TDS Payable 46,561 -

Total 67,639 -


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Note: 5 - Tangible Assets

Gross Value Depreciation Closing balance

Tangible asset Opening balance

Additions

Deletions Total Opening balance

Additions Deletions Total Current reporting

period

Previous reporting

period

a Computers 0 29,900 0 29,900 0 1,368 0 1,368 28,532 0 b Freehold Land 20,000,000 0 20,000,000 0 0 0 0 0 0 20,000,000 c Factory Building 7,252,865 0 7,252,865 0 3,891,496 240,254 4,131,750 0 0 3,361,369 d Plant & Equipments 4,147,221 0 4,147,221 0 2,755,760 195,374 2,951,134 0 0 1,391,461 r Dies and Mould 2,071,126 0 2,071,126 0 2,071,126 0 2,071,126 0 0 0 f Electric Installation 1,074,298 0 1,074,298 0 721,363 49,718 771,081 0 0 352,935 g Factory Equipments 374,367 0 374,367 0 329,810 12,396 342,206 0 0 44,557 h Furniture & Fixtures 38,977 0 38,977 0 38,977 0 38,977 0 0 0 i Factory Building under

Construction 266,862 0 266,862 0 0 0 0 0 0 266,862 j Printers 0 9,600 0 9,600 0 1,311 0 1,311 8,289 0 Total 35,225,716 39,500 35,225,716 39,500 9,808,532 500,421 10,306,274 2,679 36,821 25,417,184

Figures for the previous year 35,180,916 44,800 0 35,225,716 9,306,665 501,867 0 9,808,532 25,417,184

Note: 6 – Intangible Assets

Gross Value Depreciation Closing balance 10 Intangible Asset Opening

balance Additions Deletions Total Opening

balance Additions Deletions Total Current

reporting period

Previous reporting

period

a Technical Know How

Fees 2,500,000 - 2,500,000 - 1,664,771 117,774 1,782,545 (0) 0 835,229

Total 2,500,000 - 2,500,000 - 1,664,771 117,774 1,782,545 (0) 0 835,229

Figures for the

previous year 2,500,000 - - 2,500,000 1,546,021 118,750 - 1,664,771 835,229


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Note: 7 - Non Current Investment



Long Term Investments Magus Rubber Industries Limited - 3,844,859 (433100 Equity Shares of Rs. 10 each) Miraj Polymers Limited - 401,600 (40160 Equity Shares of Rs. 10 each) Charotar Nagrik Allotment shares - 2,505 - 4,248,964 Aggregate amount of Investment - - Aggregate provision for diminution in value of investment due to market value being NIL - 4,248,964 (The said provision for diminution in the value of investment has been reversed during the current year. Investment has been sold off to the Director at Rs. 212322/-)

Total - - Note: 8 - Trade Receivables



Trade receivables outstanding for - more than 6 months * - 7,012,800 - others 10,735,136 - 10,735,136 7,012,800 Trade receivables - Unsecured, considered doubtful - 7,012,800 Note: 9 - Inventories



Stock In Trade 3,659,580 1,230,000

Total 3,659,580 1,230,000 Note: 10 - Cash and Cash Equivalents



a. Cash and cash equivalents (i) Balance with banks In current account (53,768) 19,987 In Fixed Deposits 13,600,000 - (ii) Cash in hand 17,579 2,569

Total 13,563,811 22,556


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Note:11 - Long term Loans and Advances



Advance for Capital Goods - 86,167

Advance Receivable In cash or Kind or for value to be received - 1,461,373 Deposit - 20,000 Loans & Advances - 6,621,017 Interest receivable on loans - 3,778,952 Tax Deposited at source 94,413 70,502 Interest Receivable on Fixed Deposits 26,916 - VAT Receivable from C&F 187,547 - 308,876 12,038,011 - Unsecured, considered doubtful - 11,947,509 Note: 12- Revenue form Operations



Sales of Maize 5,153,693 - Speculation Profit - Commodities 233,243 -

Total 5,386,936 - Note: 13 - Other Income



Cash Discount 217,767 - Interest on Fixed Deposit 239,028 - Misc Income 97,918

Total 554,713 - Note: 14- Changes in Stock in Trade



Opening Stock of Finished Goods 1,230,000 - Closing Stock of Finished Goods 3,659,580 1,230,000

Total (2,429,580) (1,230,000)

Note: 15 - Employee Benefit Expense



Salaries & Wages 56,000 40,000

Total 56,000 40,000


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Note: 16 - Administrative, selling and Distribution



Administration expenses Audit fees

a) Statutory Auditor 22,472 20,000

Advertisement Expense 6,720 - Annual Fees- NSDL 16,930 - Postage, Printing & Stationery 17,777 69,962 Annual Fees 16,854 - Brokerage 11,077 - Traveling and conveyance expense 2,810 85,850 Legal Fees 36,405 - Loading & Boarding Exp 4,700 - Professional charges 377,530 72,000 Construction & Renovation Exp. - 85,000 Consultancy Fees - 855,555 Computer Exp 1,940 - Board Meeting Exp. 1,145 6,402 BSE Listing Fees 28,090 15,000 BSE Listing Fees - Penalty - 968,052 Electricity Charges 6,915 - Municipal Taxes 80,951 - Discount 2,628 - Rent 100,700 - Register Fees - 5,000 Repairs Maintenance 19,000 - RTA Agent Exp. 11,472 - Security Expense 132,586 18,702 Telephone and Internet Expense 2,721 1,950 Valuation Fees - 4,544 ROC fees 2,000 4,050 Other Expense 1,900 - C&F Agent Commission 15,754 Tea and Refreshment Expense 10,000 -

Total 931,077 2,212,066 Note : 17 - Financial Expenses



Interest Payable 412,361 - Bank charges & commission 4,091 254 Bank Overdraft Interest 684 - Processing Fees 22,472 - Interest on TDS 172 -

Total 439,780 254


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FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2013 AND THE PROFIT AND LOSS ACCOUNT FOR THE PERIOD FROM APRIL 01, 2012 TO 31ST MARCH, 2013: SCHEDULE - 18: 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

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 pro-rata 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: Stock-in-trade are stated at market value 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 incomes 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 recognized unless there is virtual certainty that sufficient future taxable income will be available against which such deferred tax can be realized.


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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 has been made for the earnings per share excluding extraordinary items.

SCHEDULE - 18: OTHER NOTES FORMING PART OF ACCOUNTS

1. As informed and self certification made by the management, Contingent Liabilities for the year ended 31st March, 2013 is Nil (P. Y: NIL)

2. List of Related Parties and transactions made:

*All transactions carry forward from previous years. No new transactions undertaken during the year. 3. 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. Company has discontinued its manufacturing operations and during the previous year under review trading in commodities business is only undertaken.

4. Information pursuant to the part B of schedule VI of the Companies Act, 1956 as compared to previous year since the company has discontinued its manufacturing business operation.

5. Balance of trade receivable, trade payable, sundry creditors, loans and advances, Banks and deposits are subject to confirmations by the parties concerned.

6. Previous year’s figures have been regrouped, reclassified and rearranged wherever necessary. 7. The company has not appointed a qualified secretary as defined under section 383A of the Companies Act, 1956. Signatures to Annexure 1 to 17 forming part of the financial statements and to the above notes forming parts of accounts

FOR, SUNIL DAD & CO. FOR, Shree Ganesh Elastoplast Limited Chartered Accountants Sd/- Sd/- Sd/-

PRAVEEN TOSHNIWAL NITIN H MEHTA BHARAT V MASHRUWALA Partner Managing Director Whole Time Director & Chairman Place : Ahmedabad Place : Ahmedabad

Date : 30.05.2013 Date : 30.05.2013

Sr. Name of the Party Nature of transaction

Amount Remarks

1 Magnus Rubber Industries Limited Debtors 189750 Non recoverable amount written off as bad debt

2 Miraj Polymers Limited Debtors 6602997 Same as above

3 Miraj Polymers Limited Debtors 6621016 Same as above

4 Miraj Polymers Limited Outstanding Interest

3778952 Same as above

5. Mihir Shah Sale of Investments

212322 Provision for Investment written back and sold to the director


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Statement of Cash Flow Annexed to the Balance Sheet as at 31st March, 2013 31/03/13 31/03/12

A. Cash Flow from Operating Activities Net Profit before tax and extraordinary Items (2,587,080) (3,083,885) Adjustments for Depreciation 618195 620,617 Operating profit before working capital changes (1,968,885) (2,463,268) Adjustments for Decrease (Increase) in Trade and other Receivables -10973510 - Decrease (Increase) in Inventories -2429580 - Increase (Decrease) in Trade Payable and Provisions -1224292 105,555 Cash Generated from operations (16,596,267) (2,357,713) Income Tax Paid For The Year - - Extraordinary Items - Prior Period Items -35301 - Net Cash From Operating Activites (16,631,568) (2,357,713)

B. Cash Flow From Investing Activities Purchase of Fixed Assets (39,500) (44,800) Sale of Investments 212,323.00 -

Sale of Fixed Assets 30,000,000 - Net Cash from Investing Activities 30,172,823 (44,800)

C. Cash flow From Financing Activities Finance Expenses - - Loan Funds 0 2,411,845 Net Cash used in Financing Activities - 2,411,845 Net Increase in Cash & Cash Equivalents 13,541,255 9,332 Opening Balance of Cash & Cash Equivalents 22,556 13,224 Closing Balance of Cash & Cash Equivalents 13,563,811 22,556 Notes : 1 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.

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

FOR, SUNIL DAD & CO. Chartered Accountants FOR, Shree Ganesh Elastoplast Limited

Sd/- Sd/- Sd/- PRAVEEN TOSHNIWAL NITIN H MEHTA BHARAT V MASHRUWALA

Partner Managing Director Whole Time Director & Chairman Place : Ahmedabad Place : Ahmedabad Date : 30.05.2013 Date : 30.05.2013


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ATTENDANCE SHEET I Shri / Smt……………………………………………………….of ………………………… Being a member / proxy of SHREE GANESH ELASTOPLAST LIMITED do hereby record my presence at the 19th Annual General Meeting of the member of the Company to be held on Saturday the 28th September, 2013 at 11.00 A.M. at Registered Office Of the Company at 119, Gr.Floor, Kamdhenu Complex Opp.Sahajanad Collage Ahmedabad – 380015. FOLO NO / CLIENT I.D.

D.P. ID.

D.P. NAME.

NAME OF SHAREHOLDER

NUMBER OF SHARE HELD

Date:

Place:

PROXY FORM

FOLO 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 appoint Shri………………………… of ………………………………or falling him Shri………………………….. of ……………………………… to remain present at the 19TH Annual General Meeting of the Company to be held on Saturday the 28th September, 2013 at 11.00 A.M. at the Registered Office of the Company at 119, Gr.Floor, Kamdhenu Complex Opp.Sahajanad Collage Ahmedabad – 380 015 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

shree ganesh elastoplast limited · shree ganesh elastoplast limited 3 notice notice is hereby...

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