Dear Members,

The Company’s Directors are pleased to present the 24^th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2019.

FINANCIAL RESULTS

The highlights of the financial of your company are as under:

Rs.(In Lacs)

COURSE OF BUSINESS AND OUTLOOK:

The company had a profit of Rs.217.05 lacs as compared to the previous year of Rs.221.59 lacs and the company has wiped out all its losses of previous years in the current year . Your Directors are hopeful that the Company’s performance will improve in the years to come which is subject to various other prevailing market/ industrial/ economic conditions applicable to the company.

DIVIDEND :

The Directors do not recommend any dividend for the financial year ended 31^st March 2019.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve during the year.

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

NUMBER OF MEETINGS OF THE BOARD:

During the year, 6 (Six) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIALYEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees, securities and investments as covered under the provisions of section 186 of the Companies Act, 2013 are furnished in the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Gothi Plascon (India) Limited has an adequate system of internal control in place which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

DIRECTORS / KEY MANAGERIAL PERSONNEL :

In accordance with Section 152 of the Companies Act 2013 Mr.Parasmal Gothi, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for being re-appointed.

Mr.Prakash Chand Jain was appointed as an Independent Non-Executive Director of the Company by the members at the 19^th AGM of the Company held on 08^th September, 2014 for a period of five consecutive years whose term expires on 07/09/2019 .

On the recommendation of the Nomination and Remuneration Committee, the Board recommends appointment of Mr Parasmal Gothi and Mr Prakash Chand Jain .

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirement Regulations) to the extent applicable, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees. The Directors held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the Non-Independent director and the Chairman.

EXTRACT OF ANNUAL RETU RN:

The details forming part of the extract of the Annual Return in form MGT -9 is annexed herewith as Annexure-I to this report.

CORPORATE GOVERANCE:

Your Company has been complying with the principles of good Corporate Governance practices over the years. A report on Corporate Governance is attached to this report as Annexure -II.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942) to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit report is annexed as Annexure- III to this report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure - IV to this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as part of the Annual Report as Annexure-V to this report.

RISK MANAGEMENT:

Your Company continues to have an effective Risk Management. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIG N EXCHANGE EARNINGS AND EXPENDITURE:

The company’s income is mainly from rentals, the information on conservation of energy, technology absorption does not arise and there was no foreign Exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules,2014 during the year .

CHANGE IN NATURE OF BUSINESS

There were no change in the nature of business during the financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the Policy is posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criterion as laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence there is no requirement of constituting Corporate Social Responsibility Committee.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY:

The Company do not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

AUDITORS REPORT:

*The report of the auditor and notes to accounts thereof are self explanatory.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds reported by the auditors under Section 143(12)

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013, is not required to be done by the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19

a. No. of complaints received : Nil

b. No of complaints disposed off: NA

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS:

The following annexure referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, various statutory bodies of the Government of India and the company’s employees at all levels.

By Order of the Board

For GOTHI PLASCON (INDIA) LIMITED

-sd-

Place: Puducherry Sanjay Gothi

Date:28/05/2019 Chairman and Managing Director