24 Annual Report 2011 - 2012 th - Bombay Stock Exchange · 2012. 9. 20. · Mr. Ketu K. Parikh...

24 Annual Report 2011 - 2012th

24th Annual Report Gagan Polycot India Limited

[email protected] www.gaganpolycot.com

Registered Address: B-107 Bhoomi Darshan, 1st Floor, Mahavir Nagar, Kandivali (West),

Mumbai – 400 067

Board of Directors: Mr. Rajesh G. Mehta (Managing Director)

Mr. Ketu K. Parikh (Director)

Mr. Hemang N. Sampat (Director)

Mr. Ashwin M. Shah (Director)

Bankers: Oriental Bank of Commerce

Canara Bank

Registrar & Transfer Agents: Adroit Corporate Services Pvt. Ltd.

19, Jafferbhoy Industrial Estate,

1st Floor, Makwana Road,

Marol Naka,

Mumbai – 400 059.

Auditors: AMD & Co.

Chartered Accounts, Mumbai

Company law Consultants: Martinho Ferrao & Associates

Company Secretaries

Day & Date of A.G.M.: Friday, 28th September, 2012.

Venue: B-107, Bhoomi Darshan, Mahavir Nagar, Kandivali (West),

Mumbai 400 067, Maharashtra, INDIA.

Time: 02.00 pm



NOTICE

NOTICE IS HEREBY GIVEN THAT THE 24th ANNUAL GENERAL MEETING OF THE MEMBERS OFGAGAN POLYCOT INDIA LIMITED WILL BE HELD ON 28TH DAY OF SEPTEMBER 2012 AT 2.00P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT B-107 BHOOMI DARSHAN, 1ST FLOOR,MAHAVIR NAGAR, KANDIVALI (WEST), MUMBAI – 400 067 TO TRANSACT THE FOLLOWINGBUSINESS.

ORDINARY BUSINESS

To receive, consider and adopt the Balance Sheet as at 31st March 2012 and Profit and Loss Account forthe year ended 31st March 2012 together with Report of Directors and Auditors thereon.

To appoint a Director in place of Mr. Hemang Sampat who retires by rotation and being eligible, offershimself for re-appointment.

To appoint Auditors, to hold the office from the conclusion of this Annual General meeting until theconclusion of the next Annual General Meeting.

“RESOLVED THAT pursuant to section 224 of the Companies Act, 1956, M/s. AMD & Co., CharteredAccountants bearing Firm Registration No. 41748, the retiring Auditors of the Company, be re-appointedas Auditors of the Company to hold office from the conclusion of this Annual General Meeting, until theconclusion of the next Annual General Meeting of the Company at a remuneration to be determined by theBoard of Director of the Company.”

SPECIAL BUSINESSTo consider, and if thought fit, to pass, with or without modification as an Ordinary Resolution :

RESOLVED THAT the Board of Directors of the Company , be and are hereby authorised pursuant toSection 293 (1) (e) of the Companies Act, 1956 on behalf of the Company to contribute and / or subscribefrom time to time in any financial year to any body, institute, society, person, trust or fund for anycharitable or other purposes not directly related to the business of the Company or to the welfare ofemployees, any amount, the aggregate of which in any financial year of the Company exceed an amountof Rs. 50,000 or 5% of the Company’s average net profits as determined in accordance with the provisionsof Section 349 and 350 of the said Act during the three financial years immediately preceding, subject toa maximum of Rs. 25,00,000 or 5 % of the Company average profit determined as above whichever isgreater.

RESOLVED FURTHER THAT the donation amounting to Rs.9,51,000/- paid during the financial yearended March 31, 2012 be and are hereby approved, confirmed and ratified.To consider, and if thought fit, to pass, with or without modification as an Special Resolution :

“RESOLVED THAT pursuant to Section 81, Section 81(1A) and other applicable provisions, if any, of theCompanies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time beingin force) and in accordance with the Memorandum and Articles of Association of the company, the ForeignExchange Management Act, 1999 (FEMA) (including any statutory modification(s) or re-enactment thereoffor the time being in force), the provisions of Chapter VII of the Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations, 2009 [“SEBI (ICDR) REGULATIONS”] as inforce, the Listing Agreements entered into by the Company with the Stock Exchanges where the shares ofthe Company are listed, and subject to all other applicable rules, regulations, guidelines and directions ofSEBI, the Reserve Bank of India( RBI), SEBI [Substantial Acquisition of Shares and Takeovers] Regulations,2011 and other appropriate authorities, applicable statutory provisions, and also subject to requisiteapprovals, consents, permissions and sanctions if any required, of SEBI, Stock Exchanges, RBI, Governmentof India (GOI), and all other appropriate authorities as may be granting any such approval, consent,permission, and sanctions wherever necessary and which may be agreed to or accepted by the Board ofDirectors of the Company (hereinafter referred to as the “Board” which term shall be deemed to includeany Committee of Directors for the time being authorized by the Board of Directors to exercise the powersconferred on the Board by this resolution) at its sole discretion, consent of the members of the Companybe and is hereby accorded to the Board to raise, issue, offer and allot at any time and from time to timein one or more tranches, 59,71,700 (Fifty Nine Lacs Seventy One Thousand Seven Hundreds) WarrantsConvertible into 1 (One) Equity Shares of Rs.10/- each at premium of Rs. 5/- to the following promoters,including persons acting in concert and other acquirers on preferential basis at a price determined inaccordance with Chapter VII of SEBI (ICDR) Regulations for Preferential Issues as amended upto date.



Sr.no. Name of the Proposed Allottees No. of Warrants proposed Amount in Rs.to be allotted

A Promoters (including persons acting in concert)1 Karma Stock Trade Ltd. 450,000 6,750,0002 Zeltin Trading Pvt. Ltd. 450,000 6,750,0003 Kyner Trading Pvt. Ltd. 450,000 6,750,0004 Tien Trading Private Limited 300,000 4,500,000B Others1 Hanuman Laminates (India) Pvt. Ltd. 475,000 7,125,0002 Maharashtra Laminates Ltd. 475,000 7,125,0003 Chitalia Stock Trading Pvt. Ltd. 475,000 7,125,0004 Margdarshan Trading Company Pvt. Ltd. 475,000 7,125,0005 Goodtips Stock Trading Pvt. Ltd. 425,000 6,375,0006 Great Gains Stock trading Pvt. Ltd. 425,000 6,375,0007 Jadhav Stock trading Pvt. Ltd. 400,000 6,000,0008 Mulberry Mercantile Pvt. Ltd 400,000 6,000,0009 Uniflex Mercantile Pvt. Ltd. 371,700 5,575,50010 Virendra M. Shah 100,000 1,500,00011 Satish Bhansali 100,000 1,500,00012 Paresh R. Shah 100,000 1,500,00013 Vaishali P. Shah 100,000 1,500,000

Total 59,71,700 8,95,75,500

RESOLVED FURTHER THAT the relevant date for the purpose of pricing of the convertible warrants as perprovisions of SEBI (ICDR) Regulations as amended upto date is 30 (Thirty) Days prior to the date of thisAnnual General Meeting, i.e. 29th August, 2012.

RESOLVED FURTHER THAT all other terms and conditions of issue, offer, allotment or otherwise of theaforesaid shares shall be determined by the Board in accordance with the applicable provisions of theSEBI (ICDR) Regulations and other applicable rules, regulations, guidelines, directions and statutoryprovisions.

RESOLVED FURTHER THAT the convertible warrants to be issued/allotted pursuant to this resolution shallrank pari-passu upon conversion in all respects with the existing equity shares of the Company includingdividends declared, if any.

RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of convertiblewarrants under preferential basis, the Board be and is hereby authorized on behalf of the company to doall such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirablefor such purpose , including the class of eligible investors to whom the securities are to be offered, issuedand allotted in each tranche, issue price, face value, premium amount on issue of shares, appointment ofManagers, Merchant Bankers, Guarantors, Financial and /or Legal Advisors, Consultants, Depositories,Custodians, Registrars, Trustees, Bankers, and all other agencies or intermediaries, if required, whetherin India or abroad, and to remunerate them by way of commission , brokerage, fees or the like, enteringinto or execution of all such agreements/arrangements/Memorandum of Understandings/ documentswith any authorities/agencies, and listing of the shares in the Stock Exchanges where the existing equityshares of the company are listed and to exercise corporate actions with the depositories NSDL / CDSL andobtain necessary approvals for dematerialization of the equity shares so allotted.

RESOLVED FURTHER THAT the Board be and is hereby authorized to settle all questions, difficulties,doubts or problems that may arise in regard to the offer, issue, allotment or listing of the aforesaidshares/securities and utilization of the issue proceeds as it may in its absolute discretion deem fit, withoutbeing required to seek any further consent or approval of the members or otherwise, with the intent thatthe members shall be deemed to have given their approval thereto expressly by the authority of thisresolution.”

BY THE ORDER OF THE BOARD FOR GAGAN POLYCOT INDIA LTD.

PLACE: Mumbai Sd/-DATE: 30.08.2012 Rajesh Mehta

MANAGING DIRECTOR



NOTES:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINTA PROXY TO ATTEND AND, ON A POLL, TO VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEEDNOT BE A MEMBER OF THE COMPANY.

Proxies, if any, in order to be effective must be received at the Company’s Registered Office not later than48 hours (forty-eight hours) before the time fixed for holding the meeting.

The Register of Members and the Share Transfer Books of the Company will remain closed from Friday,21st September 2012 to Friday, 28th September 2012 (both days inclusive).

Explanatory statement is annexed as required by section 173(2) of the Companies Act, 1956 is enclosedherewith.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956.ITEM 4 :

Section 293(1)(e) of the Companies act, 1956, inter alia, provides the any amount contributed to anycharitable or other funds not directly relating to the business of the Company or other funds not directlyrelating to the business of the Company or the welfare of the employees, the aggregate of which exceedsRs. 50,000 or 5% of the Company’s average net profits as determined in accordance with the provisionsof Section 349 and 350 of the Companies Act, 1956 during the 3 financial years immediately precedingthe year in which the contribution has been made needs the approval of the members of the Company.The Board of directors consider that keeping in view the Company obligations to the Society at large andother social welfare and charitable funds / causes the limits provided under Section 293(1) (e) of theCompanies Act, 1956 requires upward revision.

During the year ended March 31, 2012 the Company made donations amounting to Rs. 9,51,000/- tocharitable and other funds. In view of the past profits of the company the donations exceeded the limitstipulated in Section 293(1) (e).

This resolution is therefore recommended for your acceptance.None of the Directors of the Company is concerned or interested in this resolution.

ITEM 5 :

The Company proposes to issue 59,71,700 (Fifty Nine Lacs Seventy One Thousand Seven Hundreds)Warrants Convertible into 1 (One) Equity Shares of Rs.10/- each at premium of Rs. 5/- to the promotersof the company and others as per details given below on the preferential allotment basis in terms of theregulations for preferential issues contained in chapter VII of the Securities and Exchange Board of India(ICDR) Regulations (hereinafter referred to as the “Preferential Issues Regulations”) including any statutorymodification or re-enactment thereof for the time being in force.

The details of the issue and other particulars as required in terms of the Preferential Issue regulations aregiven as under:

(I) Objects of the Preferential Issue:The main object of the issue of warrants pursuant to the Resolution set out in the accompanyingnotice shall be to augment resources for meeting its business requirements, expansion plans andother corporate activities including the working capital for the company.

(II) Promoters / Directors / Key Managerial Personnel’s Participation:The existing promoters of the Company, Mr. Rajesh Mehta & it’s Associate Group M/s. Karma StockTrade Ltd; M/s. Zeltzin Trading Pvt. Ltd; M/s. Kyner Trading Pvt. Ltd; M/s. Tien Trading Pvt. Ltd;intends to subscribe to 16,50,000 Convertible Warrants each in the Preferential Issue.

The Directors and Key Managerial Personnel do not intend to subscribe to the Preferential Issue.



Sr. Name of the shareholders Pre-issue shareholding Post-issue shareholding

No. Shares % Shares/ %warrants

A Promoters group1 Lien Trading Pvt. Ltd. 505,600 12.55 505,600 5.062 Abhiskek Mehta 81,500 2.02 81,500 0.823 Bhavna Mehta 100,000 2.48 100,000 1.004 Disha A. Mehta 95,000 2.36 95,000 0.955 Karma Stock Trade Ltd. Nil Nil 450,000 4.506 Zeltin Trading Pvt. Ltd. Nil Nil 450,000 4.507 Kyner Trading Pvt. Ltd. Nil Nil 450,000 4.508 Tien Trading Private Limited Nil Nil 300,000 3.00

Total Promoters group 782,100 19.42 2,432,100 24.33B Mutual Funds NIL NIL NIL NILC Financial Institution / Banks NIL NIL NIL NILD Bodies Corporate 436212 10.83 436212 4.36

Bodies Corporate on Preferential Allotment1. Hanuman Laminates (India) Pvt. Ltd. NIL NIL 475,000 4.752. Maharashtra Laminates Ltd. NIL NIL 475,000 4.753. Chitalia Stock Trading Pvt. Ltd. NIL NIL 475,000 4.754. MargdarshanTrading Comapany Pvt. Ltd. NIL NIL 475,000 4.755. Goodtips Stock Trading Pvt. Ltd NIL NIL 425,000 4.256. Great Gains Stock Trading Pvt. Ltd. NIL NIL 425,000 4.257. Jadhav Stock Trading Pvt. Ltd. NIL NIL 400,000 4.008. Mulberry Mercantile Pvt. Ltd. NIL NIL 400,000 4.009. Uniflex Mercantile Pvt. Ltd. NIL NIL 371,700 3.7110. Virendra M. Shah NIL NIL 100,000 1.0011. Satish Bhansali NIL NIL 100,000 1.0012. Paresh R. Shah NIL NIL 100,000 1.0013. Vaishali P. Shah NIL NIL 100,000 1.00

E N.R.I NIL NIL NIL NILF Indian Public Holding 2809988 69.75 2809988 28.10

Total 4,028,300 100 1,00,00,000 100

(III) The shareholding pattern of the Company before and after the preferential issue:

Notes: a) The above post issue pattern is based on the assumption of full subscription of the convertiblewarrants and the subsequent allotment of equity shares on conversion of warrants into oneequity share of Rs.10 each at a premium of Rs. 5/-

b) There will no Change in Control of Management of the Company post preferential issue

(IV) Date of Allotment:The allotment of convertible warrant pursuant to the Resolution set out in the accompanying noticewill be completed within 15 days as per SEBI (ICDR) Regulations from the date of passing the saidResolution or from the date of the approval by the regulatory authority, if any.

(V) Relevant date and Pricing of the Issue:The relevant date is 27th August, 2012 as per SEBI ICDR) Regulations. The pricing of the equityshares is as per SEBI (ICDR) Regulations as amended upto date. As there was no trading in theequity shares of the Company during the last 26 weeks preceding the relevant date, the pricing of theequity shares as per SEBI (ICDR) Regulations cannot be computed. The company has thereforedecided to allot the convertible Warrants as per pricing stated for non-frequently traded shares inSEBI (SAST) Regulation, 2011.

(VI) Terms of Warrants:The Board may allot warrants at a Price not being less than Rs.15/- per Warrant which will beconverted into equity shares of Rs. 10/- each at premium of Rs. 5/- per share, the warrant holder will



become entitled to subscribe for one equity share of the face value of Rs.10/- each at premium of Rs.5/- per share. An amount, as may be decided by the Board of Directors, not being less than 25% ofissue price (i.e. Rs.3.75 per warrant) shall be payable upon subscription of the warrants. The companywill give an advance notice of at least ten days calling upon the warrant holder to make the balancepayment against the said warrant on or before the expiry of 18 months from the date of allotment.The warrant holders will be liable to make the payment of the balance sum per warrant for suchnumber of warrants within 10 days of the service of the notice. The warrants would be allotted on thefollowing terms:

a) Each warrants will be converted into 1 (one) equity share or the holder is entitles to apply for andbe allotted 1 (one) equity share of the face value of Rs. 10/- each at a premium of Rs. 5/- afterthe payment of the balance amount of Rs.11.25 per warrant on or after the expiry of 18 monthsfrom the date of allotment, in one or more tranches.

b) Upon receipt of the payment as above, the Board (or a Committee thereof) shall allot one equityshare per warrant by appropriating Rs. 10/- towards equity share capital.

c) If the entitlement against the warrants to apply for the equity shares is not exercised within theperiod specified in the notice referred hereinabove, the entitlement of warrant holders to applyfor equity shares of the company alongwith the rights attached thereto shall expire and anyamount paid on such warrants shall stand forfeited.

d) The warrant holders shall also be entitled to any future bonus / rights issue (s) of equity sharesor other securities convertible into equity shares by the company, in the same proportion andmanner as any other shareholders of the Company for the time being.

e) The warrant by itself do not give to the holder(s) thereof any rights of the shareholders of theCompany.

f) The equity shares issued after conversion of warrants as above shall rank pari passu in all respectswith the then existing equity shares of the Company. The warrants and equity shares shall besubject to the Memorandum and Articles of Association of the Company.

(VII) Lock-in:The equity shares to be issued under the above Preferential issue shall be locked-in for a period ofthree years in case of issue to promoters and one year in case of others, from the date of allotmentor such time as may be prescribed under the guidelines for preferential issues contained in chapterVII of the SEBI (ICDR) Regulations including any statutory modification or re-enactment thereof forthe time being in force.

The lock-in on the equity shares allotted on exercise of option attached to warrants, if any, shall bereduced to the extent the warrants have already been locked-in. The warrants shall be transferableafter the lock in period.

A Copy of the certificate from M/s. AMD & Co, Statutory Auditors of the Company, certifying that theissue of Convertible Warrants is being made in accordance with SEBI (ICDR) Regulations shall beplaced before the shareholders at the Annual General Meeting to be held.

Any of the equity shares issued as above, that may remain unsubscribed for any reason whatsoever,may be offered and allotted by the Board in its absolute discretion to any other person/entity/investor within the same category/class, on the same terms and conditions.

None of the Directors are interested or deemed to be concerned or interested in the said resolution.

The Board recommends this Special Resolution for approval of shareholders.BY THE ORDER OF THE BOARD

FOR GAGAN POLYCOT INDIA LTD. Sd/-

DIRECTORPLACE: MumbaiDATE: 30.08.2012



DIRECTOR’S REPORT

To,The Members of,Gagan Polycot India Limited

Your directors are pleased to present the 24th Annual Report and audited statements of accounts for theyear ended 31st March 2012.

FINANCIAL RESULTS:

Particulars Financial Year Financial Year2011-12 2010-11

Total Income 37,47,24,306 91,95,04,602Profit before Depreciation 48,42,772 8,13,434Less: Depreciation 15,13,232 53,244Profit/(loss) Before Tax 33,29,540 7,60,190Less: Provision for tax. 11,57,619 2,85,387Profit/(loss) After Tax 21,71,921 4,74,803

YEAR AND PERIOD UNDER REWIEW:During the year under review, the turnover of the company has decreased to Rs.37,47,24,306/- as againstRs.91,95,04,602/- in the corresponding previous year, although the Profits after tax of the company hasincreased to Rs. 21,71,921/- as against Rs. 4,74,803/- .

DIRECTORS:In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of thecompany, Mr. Hemang Sampat, Directors of the company shall retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommendhis re-appointment.

AUDITORS:M/s. AMD & Co., Chartered Accountants, the retiring Auditors have expressed their willingness to be re-appointed. It has been proposed to reappoint M/s. AMD & Co., Chartered Accountants as Auditors of theCompany.

The Company has a Certificate from them that they are qualified under Section 224 (1) of the Companiesact, 1956 for appointment as Auditors of the Company. Members are requested to consider their appointmentat a remuneration to be decided by the Board of Directors for the Financial Year ending March 31, 2013 asset out in the Notice conveying the Meeting.

AUDITORS’ OBSERVATION:The observations of the Auditors contained in their Report regarding the Donation of Rs.9,51,000/- givenwhich in excess of the limit prescribed under Section 293 (1) (e) of the Companies Act 1956 withouttaking the consent in General Meeting. The Company is taking necessary steps for obtaining shareholdersapproval at the ensuing Annual general meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) In the preparation of the annual accounts, applicable accounting standard have been followed.

b) They have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31, 2012 and of the profit & loss of the Company for that year.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.



PARTICULARS OF EMPLOYEES:None of the employees of the Company come within the purview of the information required u/s 217[2A]of the Companies Act, 1956 read with the Companies [particulars of Employees] Rules, 1975 as amendedfrom time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO:Information required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with theCompanies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 does not applyto your Company.

There were no Foreign exchange earnings or outgo during the Financial Year 2011-12.

CORPORATE GOVERNANCE:As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on CorporateGovernance is given in Annexure “A” to this report.

ACKNOWLEDGEMENT:The Board of Directors place on record its sincere appreciation for the dedicated efforts put in by allemployees, their commitment and contribution ensuring sustained operations that your Company hasachieved in most difficult and challenging environment during the year.Your director would like to record their sincere appreciation for the support and co-operation that yourCompany received from all its suppliers, customers and stakeholders and business associates whom yourCompany regard as partners in progress.

Your Board of Directors also expresses their appreciation of the assistance and co-operation extended bythe bankers.

ON BEHALF OF THE BOARD OF DIRECTORSGAGAN POLYCOT INDIA LIMITED

Sd/-Rajesh Mehta

MANAGING DIRECTORPlace: MumbaiDate: 31.05.2012



Annexure-A to the Directors Report

REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is about the ethos of the organization and about fulfilling the laid out collectivegoals in a process compliant way. The Company believes that good corporate governance has to be woveninto the DNA of the organization helping to build a distinctive culture from top to bottom. Therefore, thepractices of your Company extend beyond legal provisions and voluntarily adherence to a set of stronggovernance principles. In the present competitive Corporate scenario, your Company ensures high ethicalstandards and a disciplined approach in pursuing excellence in all its sphere of business. The Managementbelieves that they are the trustees of the investors’ capital and other stakeholders’ interests. They believetheir business practices should be founded on transparency, disclosure, accountability and fi nancialcontrols, the four pillars of a good corporate governance system. They Communicate externally, in afaithful manner, about how they run internally’.

1. BOARD OF DIRECTORS:

1.1 The constitution of the Board as on 31st March 2012.

As per the listing Agreement the Board should have an optimum combination of both Executive andNon-Executive Directors, and at least one half of the Board has to comprise of independent Directorswhere the Chairman is Executive.

The Board of your Company as on March 31, 2012 has four directors out of whom 3 were Non-Executive while one was Managing Director and Executive Director.

1.2 Board Meetings and Agenda.

In compliance with the provisions of clause 49 of the listing agreement, the Board meets at leastonce in every quarter to review the performance and to deliberate and consider other items on theagenda. During the Year 2011-2012, the Board of Directors met 14(Fourteen) times on the followingdates 02.04.2011, 30.04.2011, 17.05.2011, 30.07.2011, 05.08.2011, 08.08.2011, 25.08.2011,31.10.2011, 22.11.2011, 31.01.2012, 12.03.2012.

A detailed Agenda folder is sent to each Director in advance of Board and Committee meetings. Toenable the Board discharge its responsibilities effectively.

The Chairman briefs the Board at every meeting on the overall performance of the Company, followed bypresentations by the Executive Directors. The non-executive directors are also given opportunities toexpress their respective opinions. A detailed report is also placed at every Board Meeting. The Board alsoreviews:

• Strategy and business plans• Annual operating and capital expenditure budgets.• Investment and exposure limits.• Compliance with statutory / regulatory requirements and review of major legal issues.• Major accounting provisions and write-offs.

The dates of meeting were generally decided well in advance.



1.3 Attendance record of directors.The composition of the Board and the attendance record of all the directors at the Board meetingsheld during 2011-2012, as well as at the last Annual General Meeting are as follows:

Board WhetherName of Director Designation Meetings attended

attended last AGM on

##Mr. Pawan Kumar Bagla Director 05 Yes

##Mrs. Rachna P. Bagla Director 05 Yes

#Mr. Rajesh G. Mehta Chairman & Director 11 Yes

*Mr. Ketu K. Parikh Director 07 Yes

*Mr. Hemang N. Sampat Director 07 Yes

*Mr. Ashwin M. Shah Director 07 Yes

## Mr. Bhavesh Vora Director 05 No

## Mr. Manoj Kumbhar Director 05 No

## Resigned as Director w.e.f. 05/08/2011# Appointed as Director w.e.f. 17/05/2011*Appointed as Directors w.e.f. 05/08/2011

1.4 Outside Directorships and Membership of Board Committees.The number of outside directorships and committee positions held by the directors of Gagan Polycot IndiaLimited can be summarized as follows:

Name of Director Directorships in

Listed Unlisted MembershipCompanies Public Limited of Board

Companies Committees

##Mr. Pawan Kumar Bagla NIL NIL NIL##Mrs. Rachna P. Bagla NIL NIL NIL#Mr. Rajesh G. Mehta 1 2 2*Mr. Ketu K. Parikh NIL NIL NIL*Mr. Hemang N. Sampat 3 4 5*Mr. Ashwin M. Shah 1 2 2## Mr. Bhavesh Vora 1 1 1## Mr. Manoj Kumbhar 1 2 2


2. BOARD COMMITTEES:The Board has constituted three committees viz. Audit Committee and Remuneration Committee andInvestors Grievance Committee. The roles and responsibilities assigned to these committees coveredunder the terms and reference approved by the Board are subject to review by the Board from time totime and the minutes of meetings of these committees are reviewed and taken note the Board. Thedetails as to the composition, terms of reference, number of meetings and related attendance etc. ofthese committees are provided herein below:

2.1 Audit Committee

2.1.1. Constitution and Composition of the Audit Committee

With a view to ensuring compliance with the various requirements under the Companies Act, 1956 andClause 49 of the Listing Agreement, Gagan Polycot India Limited has set up its Audit Committee. TheCompany has been taking measures from time to time to improve the effectiveness of the Committee.



The Audit Committee consists of three Directors :1. Mr. Hemang Sampat2. Mr. Rajesh Mehta3. Mr. Ashwin Shah

Mr. Ashwin Shah is the Chairman of the Committee and all except Mr. Rajesh Mehta are independent, non-executive directors.

2.1.2 Attendance at Audit Committee meetings:

Name of Director Category Status Number of Meetings

Held Attended

*Mr. Hemang Sampat Non Executive, Independent Chairman 2 1

#Mr. Rajesh Mehta Non Executive, Independent Member 2 2

*Mr. Ashwin Shah Executive Member 2 1

# Appointed as Director w.e.f. 17/05/2011*Appointed as Directors w.e.f. 05/08/2011

2.2 REMUNERATION COMMITTEE

2.2.1 Constitution and Composition of the Remuneration Committee.Gagan Polycot India Limited has set up its Remuneration Committee to review the remuneration packageof the executive directors and for recommending suitable revisions to the Board. It should be noted thatthe remuneration of the Managing Director and Executive Director is subject to the approval of the Boardof Directors and the Members as well as such other approvals as may be required. Besides, approval ofthe Central Government may also be necessary in certain circumstances. The Company has been takingmeasures from time to time to improve the effectiveness of the committee. The Remuneration Committeeconsists of three Directors:

1. Mr. Ketu Parikh2. Mr. Rajesh Mehta3. Mr. Ashwin Shah

2.2.2 Meetings, Attendance and Topics Discussed.

During 2011-2012, the remuneration committee met once on the 1st day of April 2011. The meeting wasscheduled well in advance and was attended by all the members of the Committee.

2.2.3 Remuneration paid / payable to Directors during the Financial Year 2011-2012.

Name of the Director Salary / Allowances Sitting Fees TotalAmount Rupees Amount Rupees Amount Rupees

##Mr. Pawan K. Bagla NIL NIL NIL##Mrs. Rachana P. Bagla NIL NIL NIL#Mr. Rajesh G. Mehta NIL NIL NIL*Mr. Ketu K. Parikh NIL 200000 200000*Mr. Hemang N. Sampat NIL NIL NIL*Mr. Ashwin M. Shah NIL NIL NIL## Mr. Bhavesh Vora NIL 60000 60000## Mr. Manoj Kumbhar NIL NIL NIL


The Directors have voluntarily waived the Sitting fees for the Financial Year 2011-2012.

1.2.4 Share Holder / Investor Grievance Committee:The Shareholder/investor Grievance Committee was set up with objective of consideration and speedydisposal of shareholder, and investor requirements & compliance there to. The committee specifically



looks into the shareholders and investor complaints on matters relating to transfer of shares, non receiptof Annual Report, non receipt of dividend , etc. in addition the committee also looks into matters whichcan facilitate better investors services and relations. The company has taking measures from time to timeimprove the effectiveness of the committee. The grievance committee consists of three directors namely1) Mr. Rajesh Mehta, 2) Mr. Ashwin Shah, 3) Mr. Hemang Sampat.Mr. Rajesh Mehta is the chairperson of the committee of the three the two are non-executive directors

1.2.5 Compliance Officer:The committee overseas the performance of share transfer and recommends measures to improve theshareholders/investors service Mr. Rajesh Mehta is the Compliance Officer during the financial year ended31st March, 2012.

3. GENERAL BODY MEETINGSThe details of the last three General Body Meetings can be summarized as follows:

Type of Meeting Date of the Meeting Place of the Meeting Time of theMeeting

21st Annual General Meeting 29.09.09 201/202 Gagan Towers, 10 A.M.Tilak Road, Malegaon 423203

22nd Annual General Meeting 30.09.10 201/202 Gagan Towers, 10 A.M.Tilak Road, Malegaon 423203

23rd Annual General Meeting 26.09.11 201/202 Gagan Towers, 02 P.M.Tilak Road, Malegaon 423203

The Company has passed resolution through postal ballot dated 08th December, 2011, for Change ofRegistered Address.

4. DISCLOSURES

4.1 Materially significant related party transactions:

There were no related party transactions, pecuniary transactions made by the Company with its promoters,directors, management and their relatives, for which the approval from the Central Government is pendingas per section 25 that may have potential conflicts with the interest of the Company at large.

4.2 Means of Communication

The Quarterly Financial Results has been published in English (Financial Express) and vernacular newspaper.

5. GENERAL SHAREHOLDERS INFORMATION

5.1. Annual General Meeting

Date & Time: 28th September, 2012 at 02.00 p.m.Venue: B-107 Bhoomi Darshan, 1st Floor, Mahavir Nagar, Kandivali (W),

Mumbai – 400 067

5.2. Financial Calendar (Tentative)April 2012 to March 2013

Financial ReportingUnaudited first quarter financial results : July 31st, 2012Unaudited second quarter financial results : October 31st, 2012Unaudited third quarter financial results : December 31st, 2012Unaudited third quarter financial results : May 15, 2013Annual General Meeting for F.Y. 2012-2013 : September 30th 2013

5.3 DividendNo dividend was declared for the year ended 2011-2012



5.4 Listing on Stock ExchangesThe Company’s shares are listed on Bombay Stock Exchange Limited (“BSE”) The Company has paid thelisting fees to the Stock Exchange within the prescribed time

5.6 Stock Code/SymbolBSE – 531196

5.7 Market Price DataThe monthly high and low quotations of shares traded on the Bombay Stock Exchange Limited is asfollows:

Month BSEHigh(Rs.) Low(Rs.)

April 2011 27.45 15.55May 2011 29.90 18.00June 2011 23.05 16.10July 2011 22.00 16.30August 2011 19.70 17.65September 2011 17.80 14.30October 2011 16.35 13.05November 2011 16.50 13.35December 2011 13.90 10.93January 2012 10.97 8.82February 2012 14.60 9.50March 2012 16.00 11.42

5.4. Distribution of Shareholding

The pattern of shareholdings among various categories as on 31st March 2012 is as follows:

Category Number of shares held Percentage

Promoters 505600 12.55%

Promoter’s Relatives & Associates 276500 6.86%

Financial Institutions/ Banks - -

Any Other (Clearing Member) 2300 0.06%

Mutual Funds - -

Corporate Bodies 262527 6.52%

Non Resident Indians - -

Individuals / Others 2981373 74.01%

Total 4028300 100%

5.5 DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2012 :

No. of Equity No. of Share No. of Shares % of EquityShares held Holders % Age held Capital

Upto 500 1269 60.14% 346051 8.59%

500 - 1000 409 19.38% 342661 8.51%

1001 - 2000 179 8.48% 292700 7.27%

2001 - 3000 97 4.60% 253688 6.30%

3001 - 4000 34 1.61% 124200 3.08%

4001 - 5000 22 1.04% 104500 2.59%

5001 - 10000 54 2.56% 391100 9.71%

10001 – Above 46 2.18% 2173400 53.95%

Total 2110 100 4028300 100

5.6 Book Disclosure:

The Register of Members and Share Transfer Books of the company will remain closed from the 21st Fridayof September, 2012 to 28th Friday of September, 2012 both days inclusive.



5.7 Registrar and Share Transfer Agent:Unit- Gagan Polycot India Limited)Adroit Corporate Services [India] Private Limited.SEE1 REG No.lNR000002277Registered Office: 19, Jafferbhoy Industrial Estate. 1st Floor,Makwana Road. Andheri (East) MUMBAI - 400 059.Telephone: 022-22702485 12264 1376Fax: 022-2264 1349E-mail: [email protected]

5.8 Share Transfer System and the scheme of transfer-cum- demat:Application for Transfer of Share held in physical form are received at the office of the Registrars andShare Transfer Agents of the Company or at the Registered office of that company which later on are sentto the Registrar and Share Transfer Agent The Share Transfer Committee promptly attends to sharetransfer formalities so as to dispose them within one month of their receipt.

5.9 Stock Code:

Sr. no. Name of the Stock Exchange Scrip Code

1. Bombay Stock Exchange 531196

2. Delhi Stock Exchange

3. Ahmedabad Stock Exchange

4. Vadodara Stock Exchange

5.10 Address for CorrespondenceInvestors and shareholders can correspond with the registered office of the company at the followingaddress:Compliance Department/Investor DeskGagan Polycot India LimitedB-107, Bhoomi Darshan,Mahavir Nagar, Kandivali (West), Mumbai 400 067.Tel:- 022 42687020/30, Fax:- 022 42687034Email Id:- [email protected]

Shareholders correspondence should be addressed to the Company’s above-mentioned address.

ON BEHALF OF THE BOARD OF DIRECTORSGAGAN POLYCOT INDIA LIMITED

Sd/-Mr. Rajesh Mehta

Managing DirectorPlace: MumbaiDate: 31.05.2012



6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

• Industries Structure and Development:-

Global growth is projected to be 3.5% for current year 2012. US economy is expected to continue its slowrecovery, whilst the Euro zone grapples with its debt-crisis. Notwithstanding the current economicenvironment there are strong reasons to be bullish on the country’s long term growth potential. Favorabledemographics, a large growing middle class with increasing disposal incomes support to strong consumptionstory.

The Textile Industry is one of the most important sector in the Indian Economy and the second largestgenerator of employment after Agriculture. It contributes more than 4% to the GDP and 17% to country’sexport earnings. The Textile sector provides employment to over 3.5 crore people.

The Government proposes to increase the investment in this sector to generate more employment throughvarious scheme viz. Scheme for Integrated Textile Parks (SITP), Technology Up gradation FundsScheme(TUFS), Integrated Skill Development Scheme( ISDS), Technology Mission on TechnicalTextiles(TMTT), The allocation for this sector during the 12th Five Year Plan is proposed to be increased toaround Rs. 49,650 crore as against an allocation of Rs. 14,000 crore during the 11th Five Year Plan.

The Plastic industry chain can be classified into two primary segments, viz., the Upstream which is themanufacturing of polymers and the Downstream which is the conversion of polymers into plastic articles.The upstream Polymer manufacturers have commissioned globally competitive size plants with importedstate-of-art technology from the world leaders. The upstream petrochemicals industries have also witnessedconsolidation to remain globally competitive.

The downstream plastic processing industry is highly fragmented and consists of micro, small and mediumunits. Presently, 75% are in the small-scale sector. The small-scale sector, however, accounts for onlyabout 25% of polymer consumption. The industry also consumes recycled plastic, which constitutesabout 30% of total consumption.

Despite the industry’s high growth spanning over a period of over 2 decades and crossing several milestones,Indian plastics industry is yet to realize its full potential. The per capita consumption of plastics in India,at 5 kgs, is the lowest in the world. The average global per capita consumption is 26 kgs. The low level ofper capita plastics consumption in India is indicative of the massive growth potential of the plastic industry.India has the advantage of high population and is expected to maintain high economic growth. Thisshould propel India’s plastics consumption to new levels in coming years

• Building (Construction ) Segment:

Due to very weak demand, there is no added operations on this segment requiring reporting.

• Company Prospectus :

The company deals in Indian Market. The purchasing power of the masses is increasing every year in ourcountry. The company hopes to increase its profit as higher sales are being achieved. We are also tryingto tie with foreign buyers and also to install imported SULZER looms with a view to diversify the production.

The Manufacturing Unit is situated at Waliv Village, Vasai, Maharashtra focusing on the Industrial &Automotive, Packaging & Stationary, Cosmetics, Safety and customized products. The Company hasinstalled the state of the art machines to produce an apt product to its clients Domestic & Exports. TheCompany is planning to for further expansion to produce a range of Plastic Molded products in the Surgicaldivision. For the implementation of the expansion phase of the project. The Company is planning toimplement it own brand in the Household and Pharmaceutical Industry to suffice the never ending demandssimultaneously reduce the efforts on the trading Textile activity.

• Risk Management :

The company is subject to business risks, both internal & external and has taken adequate steps tomitigate the same. the major risks associated with the company are outlined below



• Raw Material Price:

Raw material cost is about 90% of the company’s sales. Thus any major hikes in raw material prices canaffect the operations of the company adversely.The company’s Sales are customer driven and hence pricing Is order based. The company is, generallyable to pass on the increase in raw material price to its customers.

• Domestic Competition :

The company faces competition in all the segments that it operates from both the organized and unorganizedand sectors.

• Cautionary Statement:

Statement in this management discussion and analysis describing the company’s objectives, rojections,estimates and expectations may be “forwarding looking statements” within the meaning of theapplicable laws and regulations.

Actual results might differ substantially or materially from those expressed or implied.

Date: 31.05.2012 FOR GAGAN POLYCOT INDIA LIMITEDPlace: Mumbai Sd/-

Mr. Rajesh Mehta MANAGING DIRECTOR

7. CEO & CFO CERTIFICATION

CEO/CFO CERTIFICATION TO THE BOARD(Under Clause 49(V) of Listing Agreement)

Date: 31.05.2012I, Rajesh Mehta, Managing Director of Gagan Polycot India Limited Certify that —

a. I have reviewed the financial statements and the cash flow statement for the year 2011-12 and thatto the best of our knowledge and belief:• These statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;• These statements together present a true and fair view of the Bank’s affairs and are in compliance

with existing accounting standards, applicable laws and regulations;

b. There are, to the best of our knowledge and belief, no transactions entered into by the Bank duringthe year 2011-12 which are fraudulent, illegal or violative of the Bank’s code of conduct;

c. We accept responsibility for establishing and maintaining internal controls and that we have evaluatedthe effectiveness of the internal control systems of the Bank and we have disclosed to the auditorsand the Audit Committee, deficiencies in the design or operation of the internal control, if any, ofwhich we are aware of and the steps we have taken or propose to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee -• Significant changes in internal control over the financial reporting during the year 2011-12• Significant changes in accounting policies during the year 2010-11 and that the same have been

disclosed in the notes to the financial statements; and• Instances 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 Bank’s internal control systemover the financial reporting.

Date: 31.05.2012 FOR GAGAN POLYCOT INDIA LIMITEDPlace: Mumbai

Sd/- Mr. Rajesh Mehta

MANAGING DIRECTOR



DECLARATION ON CODE OF CONDUCT

To,The Member ofGAGAN POLYCOT INDIA LIMITED

I, Mr. Rajesh G. Mehta, Managing Director of Gagan Polycot India Limited declare that to the best of myknowledge and belief, all the members of the Board of Directors and the designated personnel in thesenior management of the Company have affirmed compliance with the Code of Conduct for the financialyear ended 31st March 2012.

Date: 31.05.2012 FOR GAGAN POLYCOT INDIA LIMITEDPlace: Mumbai Sd/-

Mr. Rajesh Mehta MANAGING DIRECTOR

CERTIFICATE

To,The Members ofGagan Polycot India Limited

We have examined the compliance of the conditions of Corporate Governance by Gagan Polycot IndiaLimited for year ending 31st March 2012 as stipulated in Clause 49 of the Listing Agreements of the saidCompany with the Stock Exchanges in India.

The compliance of Conditions of Corporate Governance is the responsibility of the Company’s Management.Our examination was limited to the procedures and Implementation thereof, adopted by the Companyfor ensuring the compliance of the Condition of Corporate Governance. It is neither an audit nor anexpression of an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us, theCompany has complied with the conditions of Corporate Governance as stipulated in above mentionedListing Agreements.

We state that no Investors grievance was received during the year ended 31st March 2012. No investorgrievances are pending against the Company as on 30th July, 2012 as per the records maintained by theCompany and presented to the Share /Debenture Transfer and Investors Grievances Committee. Wefurther state that such Compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the Management had conducted the affairs of the Company.

Place: - Mumbai For AMD & Co.Chartered Accountant

Date :- 31/05/2012 Sd/-Arvind M Darji

Partner M. No. 41748



GAGAN POLYCOT INDIA LIMITEDINDEPENDENT AUDITORS’ REPORT

To,The Members ofGAGAN POLYCOT INDIA LIMITED,

We have audited the accompanying financial statements of GAGAN POLYCOT INDIA LIMITED, whichcomprise the Balance Sheet as at 31 March 2012, and the statement of Profit & Loss Account for the yearended on that date, Cash Flow Statement for the year ended on that date, and a summary of significantaccounting policies and other explanatory information annexed thereto.

Management’s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair viewof the financial position, financial performance of the company in accordance with the accounting principlesgenerally accepted in India including accounting standards referred to in sub-section (3C) of section 211of the Companies Act. 1956 (“‘the Act’’). This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountantsof India. Those standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the company’spreparation and fair presentation of the financial statements in order to design audit procedures that areappropriate In the circumstances, but not for the purpose of expressing an opinion on the effectiveness ofthe company’s internal control. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of the accounting estimates made by management, as well as evaluatingthe overall presentation of the financial statements. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, thefinancial statements give the information required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India except the following:

“Donation of Rs. 9,51,000 is given without obtaining the approval of shareholders in violationof Section 293 (1)(e) of the Companies Act 1956.”a. In the case of the balance sheet, of the state of affairs of the company as at 31st March 2012b. In the case of the statement of profit and loss, of the profit for the year ended on that date.c. In the case of cash flow statement, of the cash flow for the year ended on that date.

Report on other legal and regulatory requirements1. As required by the Companies (Auditor’s Report) Order, 2003 (“the order”) issued by the Central

Government of India in terms of sub section (4A) of section 227 of the Act, we give in the Annexurea 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 accounts 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 accounts.d. In our opinion, the Balance Sheet, Statement of Profit and Loss comply with the accounting standards



referred to in subsection (3C) of the section 211 of the Companies Act, 1956.e. On the basis of written representations received from the directors as on 31st March 2012, and taken

on record by the Board of Directors, none of the directors is disqualified as on 31st March 2012 frombeing appointed as a director in terms of clause (g) of subsection (1) of section 274 of the CompaniesAct, 1956.

For AMD & CO.Chartered Accountants

Firm Registration No. 130247W

Sd-Arvind M Darji

PartnerMembership No. 41748

Place : MumbaiDate : 31st May ,2012

ANNEXURE TO PARA ‘1’ OF OUR REPORT OF EVEN DATE FOR THE YEAR ENDED31ST MARCH, 2012.

i) (a) The company has maintained proper records showing full particulars, including quantitative detailsand situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there isa regular program of verification which in our opinion is reasonable having regard to the size ofthe Company and the nature of its assets. No material discrepancies were noticed on suchverification.

(c) The Company has not disposed off any substantial part of Fixed Assets during the year, so as toaffect its going concern.

ii) (a) The inventory has been physically verified during the year by the management. In our opinion,the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the managements are reasonableand adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verificationbetween the physical stocks and the book records were not material.

iii) (a) The company has taken unsecured interest free loan from 6 parties covered in the register maintainUnder Section 301 of the Companies Act, 1956. The maximum amount involved during the yearis Rs.3,25,65,000/- and the year end balance of loan taken from such parties was Rs. 19,55,000/

(b) In our opinion, and according to the information and explanations given to us, the terms andconditions of the aforesaid loans are prima facie not prejudicial to the interest of the Company.

(c) There is no stipulation as regards payment of principal amounts and hence nothing is reportableunder this clause.

(d) The company has given unsecured interest free loan to 2 parties covered in the register maintainUnder Section 301 of the Companies Act, 1956. The maximum amount involved during the yearis Rs. 9,00,000/- and the year end balance of loan taken from such parties was Rs. 8,50,000/-

(e) In our opinion, and according to the information and explanations given to us, the terms andconditions of the aforesaid loans are prima facie not prejudicial to the interest of the Company.

(f) Since there is no stipulation regarding receipt principal amount and interest reporting underclause is not applicable.

(g) In respect of the said loans, since there is no stipulation as regards receipt of principal amount



the question of overdue amount does not arise.

iv) In our opinion and according to the information and explanations given to us, there are adequateinternal control procedures commensurate with the size of the company and the nature of its businesswith regard to purchases of inventory, fixed assets and with regard to the sale of goods. During thecourse of our audit, we have not observed any continuing failure to correct major weaknesses ininternal controls.

v) (a) According to the information and explanations given to us, we are of the opinion that thetransactions made in pursuance of contracts or arrangement that need to be entered into theregister maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactionsmade in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act,1956 and exceedingthe value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regardto prevailing market prices at the relevant time.

vi) The company has not accepted any deposit during the year from the public and provisions of section58-A and 58-AA of the companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975are not applicable. No order has been passed by the Company Law Board.

vii) The company does not have formal internal audit system. Internal audit is carried out by in housestaff. In our opinion, there is scope for futher improvement in the internal audit system.

viii)As explain to us, the Central Government has not prescribed maintenance or cost records underSection 209 (i) (d) of the Companies Act, 1956, for the products of the company.

ix) (a) The company is generally regular in depositing with appropriate authority undisputed statutorydues including provident fund, Employees State Insurance, Income Tax, and other statutorydues applicable to it, though there has been a slight delay in a few cases.

(b) There are no undisputed amounts payable in respect of Income Tax, wealth Tax, Sales Tax,Custom duty or excise duty as on the last day of the Financial year concerned for a period ofmore than six months from the date they became payable except TDS on Professional fees ofRs. 6,000/-.

x) In our opinion, the Company has not incurred cash losses during the financial year covered by ouraudit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has notdefaulted in repayment of dues to the Bank there are no dues payable to financial institutions.

xii) In our opinion and according to the information and explanation given to us the Company has notgranted loans and advances on the basis of security by way of pledge of shares, debentures and othersecurities.

xiii)In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, theprovisions of clause 4(xii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to theCompany.

xiv)In our opinion, the company is not dealing in or trading in shares, securities, debentures and otherinvestments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order,2003are not applicable to the Company.

xv) According to information and explanation given to us the company has not given any guarantee forloans taken by others from bank or financial institutions hence the provisions of terms and conditionsprejudicial to the interest of the company are not applicable to the Company.



xvi)In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of thebalance sheet of the company, we report that the no funds raised on short-term basis have beenused for long-term investment. No long term funds have been used to finance short term assetsexcept permanent Working Capital.

xviii)According to information and explanation given to us the company has not allotted shares during theyear hence the question of preferential allotment of shares to parties and Companies covered in theregistered maintain under section 301 of the act does not arise.

xix) According to information and explanation given to us the company has not issued debentures hencequestion of creation of securities does not arise.

xx) According to information and explanation given to us the company has not raised money by way ofpublic issues hence the question of disclosure of end use of money raised by public issues does notarise.

xxi) According to information and explanation given to us no fraud on or by the company has beennoticed or reported during the year.

For AMD & CO.Chartered Accountants

Firm Registration No. 130247WSd/-

Arvind M DarjiPartner

Membership No. 41748

Place : MumbaiDate : 31st May, 2012



BALANCE SHEET AS AT 31ST MARCH, 2012

Note 31st March,2012 31st March,2011(in Rs.) (in Rs.)

I. EQUITY AND LIABILITIES

1 Shareholders’ funds (a) Share capital 1 40,283,000 40,283,000 (b) Reserves and surplus 2 92,426 (2,079,495)

2 Non-current liabilities (a) Long-term borrowings 3 17,155,000 24,500,000 (b) Deferred tax Liability 9 506,006 -

3 Current liabilities (a) Short-term borrowings 4 7,373,458 3,225,915 (b) Trade payables 5 59,878,822 146,155,072 (c) Other current liabilities 6 6,585,535 3,336,315 (d) Short-term provisions 7 967,150 317,150

TOTAL 132,841,397 215,737,957

II. ASSETS

1 Non-current assets (a) Fixed assets

Tangible assets 8 16,960,778 456,360 (b) Deferred tax assets (net) 9 - 1,613

(c) Long-term loans and advances 10 25,000 4,600,607

2 Current assets (a) Inventories 11 7,393,607 85,225 (b) Trade receivables 12 85,935,769 199,447,406 (c) Cash and cash equivalents 13 1,674,669 1,352,400 (d) Short-term loans and advances 14 20,851,574 9,794,346 TOTAL 132,841,397 215,737,957

Summary of Significant accounting policies 25 - -

The accompanying notes are an integral part of financial statements

For Gagan Polycot India Limited

For AMD & CO Sd/-Chartered Accountants Rajesh MehtaFirm Registration No:130247W Managing Director

Sd/- Sd/-Arvind M Darji Ashwin ShahPartner DirectorMembership No : 041748








PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31 MARCH 2012

Particulars Note No. 31st March,2012 31st March,2011 (in Rs.) (in Rs.)

Income

I. Revenue from operations 15 374,620,273 919,504,602

II. Other income 16 104,033 924,462

III. Total Revenue (I + II) 374,724,306 920,429,064

IV.Expenses:

Cost of materials consumed 17 369,588,413 889,479,114

Increase/(Decrease) in Stock 18 (6,934,775) 25,120,205

Finance costs 19 840,940 363,467

Depreciation and amortization expense 1,513,232 53,244

Payment to Employees 20 3,579,555 1,861,196

Administrative and Other expenses 21 2,807,401 2,791,648

Total expenses 371,394,766 919,668,874

V Profit before tax (VII- VIII) 3,329,540 760,190

VI Tax expense:

(1) Current tax 650,000 287,000

(2) Deferred tax 9 507,619 1,613

-

VII Profit (Loss) for the period

(XI + XIV) 2,171,921 474,803

VIII Earnings per equity share:

(1) Basic 23 0.54 0.12

(2) Diluted 23 0.54 0.12

Summary of Significant accounting policies 25The accompanying notes are an integralpart of financial statements



CASH FLOW STATEMENT PURUANT TO CLAUSE 32 OF THE LISTING AGREEMENTFOR THE YEAR ENDED 31st MARCH 2011

Particulars Year Ended Year Ended31st March 2012 31st March 2011

(in Rs.) (in Rs.)

A)CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Taxes and Extra ordinary item 3,329,540 760,190AdjustmentsDepreciation 1,513,232 53,244Interest Received - (74,842)Loss on sale of asset 176,346Provision Wriiten Back - -Interest Paid 768,127 8,125

Operating Profit before Working Capital Changes 5,787,245 746,717Adjustments For(Increase) / Decrease in Inventory (7,308,382) 25,120,208(Increase) / Decrease in Trade & Other receivable 113,511,637 (105,042,883)(Increase) / Decrease in long term loans and advances 4,575,607 -(Increase) / Decrease in Loan & Advances (11,057,228) 6,027,569Increase / (Decrease) in Liabilities (78,879,489) 50,350,606

Cash generated from operations 26,629,390 (22,797,783)Interest Paid (768,127) (8,125)Income Tax Paid - (84,850)

Total (A) 25,861,263 (22,890,758)

B)CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (18,282,936) (27,500)Sale of fixed asset 88,941 -Capital Work In Progress - (4,600,607)Interest Received - 74,842

Total (B) (18,193,995) (4,553,265)

C)CASH FLOW FROM FINANCING ACTIVITIESIncrease Long Term borrowing (7,345,000) 27,725,915

Total (C) (7,345,0000 27,725,915

NET CHANGE IN CASH AND CASH EQUIVALENT (A+B+C) 322,268 281,892CASH AND CASH EQUIVALENT AS AT 01.04.2011 1,352,400 1,070,508CASH AND CASH EQUIVALENT AS AT 31.03.2012 1,674,668 1,352,400

1. The above cash Flow Statement has been prepared under the "indirect method" as set out inAccounting Standard-3 Cash Flow Statements.

2. Figures in bracket indicate outflows.3. Cash and Cash Equivalent is cash and bank balance as per balance sheet.







Notes to Financial Statements for the year ended 31 March 2012.

Note 1 Share Capital Share Capital As at 31 March 2012 As at 31 March 2011

Number Rs Number Rs

Authorised1,00,00,000 Equity shares of Rs.10/- each. 10,000,000 100,000,000 10,000,000 100,000,000

Total 10,000,000 100,000,000 10,000,000 100,000,000

Issued, Subscribed & Paid up shares.

40,28,300 Equity Shares of 4,028,300 40,283,000 4,028,300 40,283,000Rs.10/- each fully paid upTotal 4,028,300 40,283,000 4,028,300 40,283,000

a.Reconciliation of the shares outstanding at the beginning and at the end of the reporting period. Particulars As at 31 March 2012 As at 31 March 2011 Equity Shares Equity Shares Number Rs Number Rs Shares outstanding at the beginning 4028300 40283000 NIL NIL

of the yearShares Issued during the year 0 0Shares bought back during the year 0 0Shares outstanding at the end 4028300 40283000 NIL NILof the year

b Details of Shareholders holding more than 5% shares in the company. Name of Shareholder As at 31 March 2012 As at 31 March 2011 No. of % of No. of % of

Category Shares held Holding Shares held Holding Lien Trading Pvt Ltd Promoter 505000 12.55 - -

Note 2 Reserves and SurplusReserves & Surplus As at 31 March 2012 As at 31 March 2011 Rs Rs a.Surplus

Opening balance (2,079,495) (2,554,298)(+) Net Profit/(Net Loss) For the current year 2,171,921 474,803Closing Balance 92,426 (2,079,495)

Total reserves and surplus 92,426 (2,079,495)

Note 3 Long term Borrowings

Long Term Borrowings As at 31 March 2012 As at 31 March 2011 Rs Rs Secured (a) Other loans and advances

Loans (Unsecured)

Loan from shareholders 955,000 -

Loan from others 16,200,000 24,500,000Total 17,155,000 24,500,000

The above amount includesUnsecured borrowings 17,155,000 24,500,000



Notes on Financial Statements for the year ended 31 March 2012.

Note 4 Short Term Borrowings Short Term Borrowings As at 31 March 2012 As at 31 March 2011 Rs Rs

Cash Credit from banks ( Secured) 7,373,458 3,225,915

Total 7,373,458 3,225,915

The above amount includesSecured borrowings 7,373,458 3,225,915

Cash credit from banks is secured against stock of raw material, Stock-in-process, Finished goods,stocks and spares and receivables of the company & secured by personal guarantee of the twodirectors. The cash credit is repayable on demand and carries interest @ 15.75% p.a.

Note 5 Trade Payables

Trade Payables As at 31 March 2012 As at 31 March 2011

Rs RsOthers 59,878,821.56 146,155,072

Total 59,878,821.56 146,155,072

Note 6 Other Current LiabilitiesOther Current Liabilities As at 31 March 2012 As at 31 March 2011

Rs Rs

Advance received from customers 5,702,500.00 -TDS Payable 113,645 10,697VAT payable 37,497 -Salary Payable 635,569 141,371Professional Tax Payable 13,000 80Creditors for capital goods - 3,097,170Other liabilities 83,324 86,997

Total 6,585,535 3,336,315

Note 7 Short Term Provisions

Short Term Provisions As at 31 March 2012 As at 31 March 2011Rs Rs

(a) Others (Specify nature)Provision for Tax 967,150 317,150

Total 967,150 317,150



Note 8 Fixed Trangable Assets

Note 9 Deferred Tax Assets

Deferred Tax Assets As at 31 March 2012 As at 31 March 2011Rs Rs

WDV as per Companies Act 16,960,778 456,360WDV as per Income Tax Act 15,323,217 451,139Difference 1,637,561 5,221Deferred tax credit @30.9% 506,006 1,613Less: opening Deferred credit (1,613) -

Reversal of Deferred Credit (507,619) (1,613)

Note 10 Long-term loans and advances As at 31 March 2012 As at 31 March 2011Rs Rs

Capital work in progress - 4,600,607Advance for capital goods 25,000 -

25,000 4,600,607Note 11 InventoriesInventories As at 31 March 2012 As at 31 March 2011

Rs Rsa. Raw Materials 373,607 85,225b Stock-in -trade 7,020,000 -

Total 7,393,607 85,225

Note 12 Trade ReceivablesTrade Receivables As at 31 March 2012 As at 31 March 2011

Rs RsTrade receivables outstanding for a period less thansix months from the date they are due for paymentUnsecured, considered good 85,935,769 199,447,406

Total 85,935,769 199,447,406



Note 13 Cash and bank balances

Cash and cash equivalents As at 31 March 2012 As at 31 March 2011Rs Rs

a. Balances with banks On current Accounts 173,139 149,106b. Cash on hand 1,501,530 1,203,294

Total 1,674,669 1,352,400

Note 14 Short-term loans and advancesShort-term loans and advances As at 31 March 2012 As at 31 March 2011

Rs RsLoans and advances.Unsecured, considered goodAdvance Income Tax (Net of provision) 349,219 37,527Deposits with others 18,160 18,160Prepaid expenses 571 0Loans to Corporate 1,200,000 9,700,000Loan to Directors 650,000 0Other loans and advances 18,633,624 38,659

TOTAL 20,851,574 9,794,346

Note 15 Revenue from operations

Particulars For the year ended For the year ended31 March 2012 31 March 2011

Rs RsSale of Construction Work 1,074,140 1,559,750Sale of services 934,042 -Sale of Products 372,612,091 917,944,852

Total 374,620,273 919,504,602

Note 16 Other Income


Rs RsDiscount Received 44,610 539,620Interest received on Income Tax Refund 4,193 -Interest received - 74,842labour Charges(Job Work done) - -Income tax refund 55,230 -Miscellaneous receipts - 310,000Profit/( Loss) on Sale of assets - -

Total 104,033 924,462

Note 17 Cost of Materials Consumed

Cost of Materials Consumed For the year ended For the year ended31 March 2012 31 March 2011

Rs RsOpening Stock - -Add: Purchases 368,448,367 821,795,839Direct Expenses 1,513,653 67,683,275Less: Closing Stock 373,607 -

Total 369,588,413 889,479,114



Note 18 Increase / Decrease in stock

Increase/Decrease in Stock For the year ended For the year ended31 March 2012 31 March 2011

Rs Rs

Closing Stock of work in progress 7,020,000 85,225Less: Opening Stock of work in progress 85,225 25,205,430

Total (6,934,775) 25,120,205

Note 19 Disclosure pursuant to Note no.4 of Part II of Schedule VI to the Companies Act,1956

Finance Cost


Rs RsInterest Expenses 768,127 8,125Bank Charges 11,879 47,378Other borrowing cost 60,934 307,964

Total 840,940 363,467 Note 20 Payment to Employees

Payment to Employees For the year ended For the year ended31 March 2012 31 March 2011

Rs RsSalaries 2,808,008 1,832,056Wages 734,209 -Staff Welfare - 29,140Other Payments 37,338 -

Total 3,579,555 1,861,196 Note 21 Administration and Other Expenses

Administration and Other Expenses For the year ended For the year ended31 March 2012 31 March 2011

Rs RsPayment to Auditors 55,150 82,725Compliance expense 222,440 747,291Postage and Telephone Expenses 43,912 16,490Travelling Expenses 20,056 44,500Legal and Professional Fees 282,785 524,336General Expenses 339,842 1,048,110Loss on Sale/ Discard of Assets 176,346 -Other Repairs 70,322 5,460Insurance 33,584 -Rates and taxes 1,310 59,736Sitting Fees 260,000 45,000Computer Expenses 50,654 18,000Technical fees 300,000 -Donation 951,000 200,000

Total 2,807,401 2,791,648



Note 22 Related Party Transaction

Related Party Nature of For the year ended For the year endedTransaction Transaction 31 March 2012 31 March 2011

Rs Rs

Karma Industries Ltd Sales 48,279,333 -Acclaim Industries Ltd Purchase 70,111,858 -Acclaim Industries Ltd Machinery purchase 6,750,000 -Ketu Parekh Technical fees 300,000 -Abhishek Mehta Loan Taken 955,000 -Lien trading Pvt Ltd Loan given 1,000,000 -Farry Industries Ltd loan taken and repaid 2,000,000 -Obike trading Pvt Ltd Loan Repaid 7,500,000 -Tein Trading Pvt Ltd Loan Repaid 7,500,000 -Karma stock trade Ltd loan taken and repaid 8,000,000 -

Total 152,396,191 -

Note 23 Earnings per shares

The following reflects the profit and share date in the basic and diluted EPS Computation.

Earnings per shares For the year ended For the year ended31 March 2012 31 March 2011

Rs RS

(A) Profit after tax and taxation adjustments 2,171,921 474,803 of earlier years(B) Weighted average number of equity shares 4,028,300 4,028,300(C) Basic Earnings per equity share (EPS) (A/B) 0.54 0.12(D) Nominal value of equity share 10 10

Note 24 Directors Remuneration

Directors Remuneration For the year ended For the year ended31 March 2012 31 March 2011

Rs Rs

Pawan Kumar Bagla - 201,800Gagan Bagla - 90,000Jitendra Kumar Bagla - 78,000Rachna Pawan Bagla - 185,000

Total - 554,800



Significant Accounting Policies to Financial statements for the year ended 31 March 2012.

Basis of Preparation

The financial statements of the company have been prepared in accordance with generally acceptedaccounting principles in India (Indian GAAP). The company has prepared these financial statements tocomply in all material respects with the accounting standards notified under the Companies (AccountingStandards) Rules, 2006 (as amended) and the relevant provisions of the companies Act 1956. The Financialstatements have been prepared on an accrual basis. The accounting policies adopted in the preparation offinancial statements are considered with those of previous year, except for the change in accountingpolicy explained below.

25. Summary of significant accounting policies

a. Change in accounting policy.

Presentation and disclosure of financial statementsDuring the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act 1956,has become applicable to the company, for preparation and presentation of its financial statements.However it has significant impact on presentation and disclosures made in the financial statements. Thecompany has also reclassified the previous year figures in accordance with the requirements applicable inthe current year.

b. Use of estimatesThe preparation of financial statements in conformity with Indian GAAP requires the management tomake judgments estimates and assumptions that affect the reported amounts of revenues, expenses,assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Althoughthese estimates are based on the management’s best knowledge of current events and actions, uncertaintyabout these assumptions and estimates could result in the outcomes requiring a material adjustment tothe carrying amounts of assets or liabilities in future periods.

c. Tangible fixed assetsFixed assets, except land and buildings are stated at cost, net of accumulated depreciation and accumulatedimpairment losses, if any. The cost comprises purchase price borrowing costs if capitalization criteria aremet and directly attributable cost of bringing the asset to its working condition for the intended use. Anytrade discounts and rebates are deducted in arriving at the purchase price.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases thefuture benefits from the existing asset beyond its previously assessed standard of performance. Otherexpense on existing fixed assets including day-to-day repair and maintenance expenditure and cost ofreplacing parts are charged to the statement of profit and loss for the period.

d. Depreciation on tangible fixed assetsDeprecation on fixed assets is calculated on a WDV method using the rates specified under the ScheduleXIV to the Companies Act, 1956 arrived on the basis of the useful lives estimated by the management.The company has used the following rates to provide depreciation on its fixed assets.

Assets Rates (WDV)Factory Building 10.00%Office Buildings 05.00%Plant and Machinery 13.91%Electrical Installation 13.91%Furniture and fixtures 18.10%Office Equipments 13.91%Vehicles 25.89%Computers 40.00%

e. Intangible assetsIntangible assets acquired separately are measured on initial recognition at cost. Following initial recognition,intangible assets are carried at cost less accumulated amortization and accumulated impairment losses ifany. Internally generated intangible assets, excluding capitalized development costs, are not capitalizedand expenditure is reflected in the statement of profit and loss in the year in which the expenditure isincurred.



Intangible assets are amortized on a straight line basis over the estimated useful economic life. All otherintangible assets are assessed for impairment whenever there is an indication that the intangible assetmay be impaired.

The amortization period and the amortization method are reviewed at least at each financial year end. Ifthe expected useful life of the asset is significantly different from previous estimates, the amortizationperiod is changed accordingly. If there has been a significant change in the expected pattern of economicbenefits from the asset, the amortization method is changed to reflect the changed pattern. Such changesare accounted for in accordance with AS 5 Net Profit or Loss for the Period, Prior Period Items andChanges in Accounting Policies.

Gains or losses arising from derecognizing of an intangible asset are measured as the difference betweenthe net disposal proceeds and the carrying amount of the asset and are recognized in the statement ofprofit and loss when the asset is derecognized.

f. Borrowing CostBorrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangementof borrowings and exchange differences arising from foreign currency borrowings to the extent they areregarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarilytakes a Substantial period of time to get ready for its Intended use or sale are capitalized as part of thecost of the respective asset. All other borrowing costs are expensed in the period they occur.

g. Impairment of tangible and Intangible assetsManagement periodically assesses using, external and internal sources, whether there is an indicationthat an asset may be impaired. An impairment loss is recognized wherever the carrying value of an assetexceeds its recoverable amount. The recoverable amount is higher of the asset’s net selling price andvalue in use i.e. the present value of future cash flows expected to arise from the continuing use of theasset and its eventual disposal. An impairment loss for an asset is reversed if there has been a change inthe estimates used to determine the recoverable amount since the last impairment loss was recognized.

h. InvestmentsInvestments that are readily realizable and intended to be held for not more than a year are classified ascurrent investments. All other investments are classified as long term investments. Current investmentsare carried at lower of cost and fair value determined on an individual investment basis. Long terminvestments are carried at cost. However, provision for diminution in value is made to recognize a declineother than temporary in the value of the investments.

i. InventoriesInventories are valued at cost or net realizable value whichever is lower which comply with AS -2 issuedby ICAI.

j. Revenue RecognitionRevenue is recognized to the extent that it is probable that the economic benefits will flow to the companyand the revenue can be reliably measured. The following specific recognition criteria must also be metbefore revenue is recognized

Sale of goods

Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of thegoods have been passed to the buyer, usually on delivery of the goods.

The company collects sales taxes and value added taxes (VAT) on behalf of the government and, thereforethese are not economic benefits flowing to the company. Hence. they excluded from revenue. Excise dutydeducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entireamount of liability arising during the year.

Income from services

Revenues from maintenance contracts are recognized pro-rata over the period of the contract as andwhen services are rendered. The company collects service tax on behalf of the government and, therefore



it is not an economic benefit flowing to the company. Hence it is excluded from revenue.

Interest

Interest income is recognized on a time proportion basis taking into account the amount outstanding andthe applicable interest rate. Interest income is included under the head “other income” In the statementof profit and loss.

Dividends

Dividend income is recognized when the company’s right to receive dividend is established by the reportingdate.

k. Taxes on Income

Tax expense comprises current and deferred tax. Current income tax is measured at the amount expectedto be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and taxlaws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax lawsused to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred Income taxes reflect the impact of timing differences between taxable income and accountingIncome originating during the current year and reversal of timing differences for the earlier years. Deferredtax is measured using the tax rates and the tax laws enacted or substantively enacted at the reportingdate. Deferred income tax relating to items recognized directly in equity is recognized in equity and notin the statement of profit and loss.

Deferred tax liabilities are recognized for taxable timing differences. Deferred tax assets are recognizedfor deductible timing differences only to the extent that there is reasonable certainty that sufficient futuretaxable income will be available against which such deferred tax assets can be realized. In situationswhere the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets arerecognized only if there is virtual certainty supported by convincing evidence that they can be realizedagainst future taxable profits.

At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizesunrecognized deferred tax asset to the extent that it has become reasonably certain or virtually certain asthe case may be that sufficient future taxable income will be available against which such deferred taxassets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain orvirtually certain as the case may be that sufficient future taxable income will be available against whichdeferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonablycertain or virtually certain as the case may be that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-offcurrent tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate tothe same taxable entity and the same taxation authority.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as currenttax. The company recognizes MAT credit available as an asset only to the extent that there is convincingevidence that the company will pay normal income tax during the specified period. i.e the period forwhich MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT creditas an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of MinimumAlternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statementof profit and loss and shown as “MAT Credit Entitlement.” The company reviews the “MAT credit entitlement”asset at each reporting date and writes down the asset to the extent the company does not have convincingevidence that it will pay normal tax during the specified period.

l. Segment ReportingThe company is operating in single segment and hence segment wise separate reporting as per AS 17issued by ICAI is not required.



m. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable toequity shareholders after deducting preference dividends and attributable taxes by the weighted averagenumber of equity shares outstanding during the period. Partly paid equity shares are treated as a fractionof equity share to the extent that they are entitled to participate in dividends relative to a fully paid equityshare during the reporting period. The weighted average number of equity shares outstanding during theperiod is adjusted for events such as bonus issue bonus element in a rights issue, share spilt, and reverseshare split consolidation of shares that have changed the number of equity shares outstanding without acorresponding change in resources. For the purpose of calculating diluted earnings per share, the netprofit or loss for the period attributable to equity shareholders and the weighted average number ofshares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

n. Provisions

A provision is recognized when the company has a present obligation as a result of past event, it isprobable that an outflow of resources embodying economic benefits will be required to settle the obligationand are reliable estimate can be made of the amount of the obligation. Provisions are not discounted totheir present value and are determined based on the best estimate required to settle the obligation at thereporting date. These estimates are reviewed at each reporting date and adjusted to reflect the currentbest estimates. Where the company expects some or all of a provision to be reimbursed, for exampleunder an insurance contract, the reimbursement is recognized as a separate asset but only when thereimbursement is virtually certain. The expense relating to any provision is presented in the statement ofprofit and loss net of any reimbursement.

o. Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmedby the occurrence or non-occurrence of one or more uncertain future events beyond the control of thecompany or a present obligation that is not recognized because it is not probable that an outflow ofresources will be required to settle the obligation. A contingent liability also arises in extremely rare caseswhere there is a liability that cannot be recognized because it cannot be measured reliably. The companydoes not recognize a contingent liability but discloses its existence in the financial statements.

p. Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in handand short-term investments with an original maturity of three months or less.

FOR AMD & CO FOR AND ON BEHALF OF THE BOARD OF DIRECORS

CHARTERED ACCOUNTANTSFIRM REGISTRATION NO.: 130247W

Sd-Rajesh MehtaMANAGING DIRECTOR

ARVIND M DARJIPARTNER Sd-MEMBERSHIP NO.: 041748 Ashwin Shah

DIRECTOR

PLACE: MUMBAIDate : 31st May, 2012



GAGAN POLYCOT INDIA LIMITED

B-107, Bhoomi Darshan, Mahavir Nagar, Kandivali (West), Mumbai 400 067.

Attendance Slip 24th Annual General Meeting

Share Holder Details

Name: DP Id :

Address: Registered Folio :

Client Id:

No. of Shares held:

I hereby record my presence at the 24th Annual General Meeting of the company held on Friday,28th September, 2012 at 2.00 p.m. at the B-107, Bhoomi Darshan, Mahavir Nagar, Kandivali (West),Mumbai 400 067.

———————————————Signature of the Share holder / Proxy

GAGAN POLYCOT INDIA LIMITED

B-107, Bhoomi Darshan, Mahavir Nagar, Kandivali (West), Mumbai 400 067.

Attendance Slip 24th Annual General Meeting

Share Holder Details

Name: DP Id :

Address: Registered Folio :

Client Id:

No. of Shares held:

I / We [ Name of the Proxy (s)]………………………………………………………of being a member (s) ofM/s. Gagan Polycot India Limited hereby appoint ………………………………of.....…........………………………………………..or failing him ……………………………………….of…………………………………………...................As my/our proxy to vote for me/us and on my/our behalf at the 24th Annual Genral Meeting to be heldon Friday, 28th September, 2012 at 2.00 p.m. and at any adjournment thereof.

———————————————Date:- SignaturePlace:-

Note: For this from to be effective, form should be:

1 Duly filled2 Stamped & Signed3 Sent to the Registered Address of the office before 48 hours of the meeting4 The proxy should not be a member of the company5 Please fill this slip and return it at the entrance of the meeting hall, Thank you.



IMPORTANT COMMUNICATION TO MEMBERS

The Ministry of Corporate Affairs, Govt. of India has taken a “Green Initiative in the CorporateGovernance” by allowing paperless compliance by the companies and has issued circular Nos. 17/2011dated 21-4-2011 and 18/2011 dated 29-4-2011 stating that service of notice / documents includingAnnual Report can be sent by electronic mode to its members. To support this Green initiative of theGovernment in full measure, members who has not registered their e-mail addresses so far, are requestedto register their e-mail addresses and changes therein from time to time along with their name, addressand Folio No./Client Id No., in respect of their shareholding with :i) The Registrar and Share Transfer Agents Viz. Adroit Corporate Services [India] Private Limited. forshares held in physical form

and;

ii) The concerned Depository Participants in respect of shares held in electronic / demat mode

Upon registration of e-mail address(es), the Company would send Notices / Documents including AnnualReport via electronic mode.

In cases any Member opts / insist for physical copies of above documents, the same would be sent to himby post free of cost at the address registered with the Company.

REGISTRATION FORM FOR RECEIVING DOCUMENTS IN ELECTRONIC MODE

M/s. Adroit Corporate Services [India] Private Limited.Unit : Gagan Polycot India LimitedRegistered Office: 19, Jafferbhoy Industrial Estate. 1st Floor,.Makwana Road. Andheri (East) MUMBAI - 400 059.Telephone: 022-22702485 12264 1376.Fax: 022-2264 1349,E-mail: [email protected]

I/We is/ are member/s of M/s . Gagan Polycot India Limited and hereby exercise my/ouroption to receive the documents such as Notices / Circulars / Documents including AnnualReports etc. in electronic mode pursuant to the circular Nos. 17/2011 dated 21-4-2011 and 18/2011 dated 29-4-2011 by the Ministry of Corporate Affairs, Govt. of India. Please register myfollowing e-mail ID in your records for sending communication through electronic mode.

Regd. Folio/Client Id No. : ___________________________________________

Name of First Member : ____________________________________________

Joint Holder – 1 : ____________________________________________

Joint Holder – 2 : ____________________________________________

E-mail id for registration : ____________________________________________

Signature (1st holder) _______________________(2nd Holder)_____________________

Date :- ___________________

Book Post

Phone : +91 22 4268 7042 / 4268 7048 Fax : +91 22 4268 7034 Email Id: [email protected] Website: http://www.gaganpolycot.com

If undelivered, return to:Gagan Polycot Limited

24 Annual Report 2011 - 2012 th - Bombay Stock Exchange · 2012. 9. 20. · Mr. Ketu K. Parikh...

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