A N N U A L R E P O R T

Transcription

1 17 A N N U A L R E P O R T

2 YEAR Gross Assets GROSS ASSETS YEAR YEAR YEAR Turn Over Rs. In Lacs Rs. In Lacs YEAR Shareholders' Fund 3000 SHAREHOLDERS' FUND TURN OVER DIVIDEND DISTRIBUTION Rs. In Lacs Rate Of Dividend (%) YEAR % of Dividend 16% 16% 18% 18% 18% 18% 18% 18% 21% 10% 12.50%

3 Dr. Baldev V. Patel BOARD OF DIRECTORS Chairman Ambar J. Patel Roshan H. Shah Managing Director Whole time Director G. V. Bhavsar Whole time Director (Appointed w.e.f ) Vialdas H. Patel Shailesh C. Desai Dr. Navin P. Patel Chinubhai R. Shah Rajendra S. Shah Jainand G. Vyas Director Director Director Director Director Director (Appointed w.e.f ) Atul M. Vinchhi Narendra R. Patil Yoshita S. Vora Chief Operating Officer Chief Technical Officer Company Secretary AUDITORS : Deloitte Haskins & Sells Chartered Accountants rd Heritage, 3 Floor, Nr. Gujarat Vidyape, Off Ashram Road, Ahmedabad BANKERS : ABN Amro Bank NV The Kalupur Commercial Cooperative Bank Limited Standard Chartered Bank ICICI Bank Axis Bank Bank of Baroda Citibank N.A. REGISTERED OFFICE & WORKS I 780, Pramukh Industrial Estate, Sola Santej Road, Village Rakanpur, Taluka Kalol, District Gandhinagar Gujarat India WORKS II FLEXO DIVISION II/III Floor, Hira House, Near Kalali Crossing, Old Padra Road, Baroda CORPORATE OFFICE : 101, Shri Kashi Parekh Complex, B/h. Bhagwati Chambers, C.G. Road, Navrangpura, Ahmedabad Gujarat India REGISTRAR & SHARE TRANSFER AGENT : Sharepro Services (India) Pvt. Ltd , 4 Floor, Devnandan Mall, Opp. Sanyash Ashram, Ellisbridge, Ahmedabad Annual Report

4 NOTICE NOTICE is hereby given at, e SEVENTEENTH ANNUAL GENERAL MEETING of e members of SHILP GRAVURES will be held on Saturday, e 7 day of August, 2010 at 4.00 p.m. at e Registered Office of e Company at 780, Pramukh Industrial Estate, Village Rakanpur, Taluka Kalol, Dist. Gandhinagar, Gujarat to transact e following business: ORDINARY BUSINESS 1. To receive, consider and adopt e Audited Balance Sheet of e Company as at 31st March, 2010 and e Profit & Loss Account for e year ended on at date togeer wi Report of e Directors and Auditors ereon. 2. To declare dividend, if any. 3. To appoint a Director in place of Dr. Baldev Patel, who retires by rotation and being eligible offers himself for reappointment. 4. To appoint a Director in place of Dr. Navin Patel, who retires by rotation and being eligible offers himself for reappointment. 5. To appoint Statutory Auditors and to fix eir remuneration and to pass, wi or wiout modification, e following resolution as an Ordinary Resolution : RESOLVED THAT M/s. Deloitte, Haskins & Sells, Chartered Accountants, Ahmedabad, be and are hereby reappointed as Statutory Auditors of e Company from e conclusion of is Annual General Meeting until e conclusion of e next Annual General Meeting on such remuneration as may be determined by e Board of Directors and reasonable outofpocket expenses actually incurred by em in connection wi e audit. SPECIAL BUSINESS 6. To consider and if ought fit, to pass, wi or wiout modification(s), e following Resolution as Ordinary Resolution: RESOLVED THAT Mr. Jainand G. Vyas, who was appointed as an Additional Director of e Company pursuant to Section 260 of e Companies Act, 1956 and Article 114 of e Articles of Association of e Company and who holds office up to e date of is Annual General Meeting, and in respect of whom e Company has received a notice under section 257 of e Companies Act, 1956, in writing, proposing his candidature for e office of Director, be and is hereby appointed as a Director of e Company subject to retirement by rotation under e Articles of Association of e Company. 7. To consider and if ought fit, to pass, wi or wiout modification(s), e following Resolution as Special Resolution: RESOLVED THAT in continuation wi e earlier Resolution passed by e shareholders at e 14 Annual General Meeting held on 30 May 2007 and subject to e provisions of Section 198, 309, 310 and oer applicable provisions, if any, read wi Schedule XIII to e Companies Act, 1956, or any statutory modification(s) or reenactment ereof for e time being in force and in accordance wi e enabling provisions of e Memorandum and Articles of Association of e Company and as recommended by Remuneration Committee and approved by Board of Directors and Central Government, consent of e Company be and is hereby accorded at e Remuneration payable to Mr. Ambar Patel, Managing Director, st for a period of two years commencing from 1 July, 2010 shall be according to e terms and conditions as given below for e remainder of his tenure as Managing Director: st 1. Period: From 1 July, 2010 to 30 June, Remuneration: Mr. Ambar Patel shall be entitled to following remuneration, benefits and perquisites as may be fixed by Board of Directors from time to time, subject to e ceiling limits laid down in Schedule XIII to e Companies Act, (a) Basic Salary: Rs. 1,55,000/ per mon. (b) Perquisites & Allowances: In addition to e salary and bonus payable, Mr. Ambar Patel shall also be entitled to perquisites and 1 17 Annual Report allowances such as House Rent Allowance or furnished accommodation in lieu ereof, Education Allowance, Leave Travel Allowance, Medical Insurance, Gratuity, Contribution to Provident Fund and Superannuation Fund as per rules of e Company or as may be agreed to by e Board and e appointee. He shall also be entitled to Annual Incentive / Annual Pay after taking in to account financial position of e Company, qualification, experience and past performance. Mr. Ambar Patel shall be entitled to e said salary, perquisites and oer allowances, mentioned above as e minimum remuneration, subject to e limits prescribed in (B) of Section II of part II of Schedule XIII of e Companies Act, 1956 or any modification or reenactment ereof. 3. Oer Terms: i) The Appointee shall not be liable to retire by rotation in terms of Section 255 of e Act and Article 151 of e Articles of Association of e Company. ii) The Appointee shall not be entitled for sitting fees for attending e meetings of e Board and Committees ereof. iii)the Agreement may be terminated by eier party, giving e oer party ree mons notice in writing of such termination or e Company paying ree mons salary in lieu of e notice. RESOLVED FURTHER THAT e Board of Directors be and is hereby auorized to alter, vary and modify e remuneration wiin e provisions of Schedule XIII of e Companies Act, 1956, to e extent e Board of Directors may consider appropriate and as may be permitted or auorised in accordance wi any provisions under e Companies Act, 1956 or schedule(s) appended ereto, for e time being in force or any statutory modification or reenactment ereof and/or any rules or regulations ere under and to do all such acts, deeds, ings and execute all such documents, as may be considered necessary, desirable or expedient to give effect to is resolution. 8. To consider and if ought fit, to pass, wi or wiout modification(s), e following Resolution as Special Resolution: RESOLVED THAT in continuation wi e earlier Resolution passed by e shareholders at e 14 Annual General Meeting held on 30 May 2007 and subject to e provisions of Section 198, 309,310 and oer applicable provisions, if any, read wi Schedule XIII to e Companies Act, 1956, or any statutory modification(s) or reenactment ereof for e time being in force and in accordance wi e enabling provisions of e Memorandum and Articles of Association of e Company and as recommended by Remuneration Committee and approved by Board of Directors and Central Government consent of e Company be and is hereby accorded at e Remuneration payable to Mr. Roshan Shah, Wholetime Director (Marketing), for a st period of two years commencing from 1 July, 2010 shall be according to e terms and conditions as given below for e remainder of his tenure as Wholetime Director (Marketing): st 1. Period: From 1 July, 2010 to 30 June, Remuneration: Mr. Roshan Shah shall be entitled to following remuneration, benefits and perquisites as may be fixed by Board of D irectors from time to time, subject to e ceiling limits laid down in Section 198, 309 and Schedule XIII to e Companies Act, (a) Basic Salary: 1,53,000/ per mon.(b)perquisites & Allowances: In addition to e salary and bonus payable, Mr. Roshan Shah shall also be entitled to perquisites and allowances such as House Rent Allowance, Education Allowance, Leave Travel Allowance, Medical Insurance, Gratuity, Contribution to Provident Fund and Superannuation Fund as per rules of e Company or as may be agreed to by e Board and e appointee. He shall also be entitled to Annual Incentive / Annual Pay after taking in to account financial position of e Company, qualification, experience and past performance. Mr. Roshan Shah shall be entitled to e said salary, perquisites and oer allowances, mentioned above as e minimum

5 remuneration, subject to e limits prescribed in (B) of Section II of part II of Schedule XIII of e Companies Act, 1956 or any modification or reenactment ereof. 3. Oer Terms: i) The Appointee shall not be liable to retire by rotation in terms of Section 255 of e Act and Article 151 of e Articles of Association of e Company. ii) The Appointee shall not be entitled for sitting fees for attending e meetings of e Board and Committees ereof. iii) The Agreement may be terminated by eier party, giving e oer party ree mons notice in writing of such termination or e Company paying ree mons salary in lieu of e notice. RESOLVED FURTHER THAT e Board of Directors be and is hereby auorized to alter, vary and modify e remuneration wiin e provisions of Schedule XIII of e Companies Act, 1956, to e extent e Board of Directors may consider appropriate and as may be permitted or auorised in accordance wi any provisions under e Companies Act, 1956 or schedule(s) appended ereto, for e time being in force or any statutory modification or reenactment ereof and/or any rules or regulations ere under and to do all such acts, deeds, ings and execute all such documents, as may be considered necessary, desirable or expedient to give effect to is resolution. 9. To consider and if ought fit, to pass, wi or wiout modification(s), e following Resolution as Special Resolution: "RESOLVED THAT in accordance wi, e Provisions of Sections 269, 198, 309, and oer applicable provisions, if any, of e Companies Act, 1956, read wi Schedule XIII to e said Act, and subject to oer applicable laws, rules, regulations and in accordance wi e enabling provisions of e Memorandum and Articles of Association of e Company and subject to approval of e Shareholders in e General Meeting, Central Government and such oer auorities as may be required and subject to such conditions as may be prescribed by em while granting any such approval(s), Mr. G. V. Bhavsar, who fulfills e conditions laid down in Part I of Schedule XIII of e Companies Act, 1956, be and is hereby appointed as Wholetime Director for a period of ree years wi effect from August 8, 2009, upon e terms and conditions including remuneration as given below contained in e draft agreement to be executed wi Mr. G. V. Bhavsar. 1. Period: From 8 August, 2009 to 30 June Remuneration: Mr. G. V. Bhavsar shall be entitled to following remuneration, benefits and perquisites as may be fixed by Board of Directors from time to time, subject to e ceiling limits laid down under Schedule XIII to e Companies Act, (a) Basic Salary: 1,53,000/ per mon. (b) Perquisites & Allowances: In addition to e salary and bonus payable, Mr. G. V. Bhavsar shall also be entitled to perquisites and allowances such as House Rent Allowance, Education Allowance, Leave Travel Allowance, Medical Insurance, Gratuity, Contribution to Provident Fund and Superannuation Fund as per rules of e Company or as may be agreed to by e Board and e Appointee. He shall also be entitled to Annual Incentive / Annual Pay after taking in to account financial position of e Company, qualification, experience and past performance. Mr. G. V. Bhavsar shall be entitled to e said salary, perquisites and oer allowances, mentioned above as e minimum remuneration, subject to e limits prescribed in (B) of Section II of part II of Schedule XIII of e Companies Act, 1956 or any modification or reenactment ereof. 3. Oer Terms: i) The Appointee shall not be liable to retire by rotation in terms of Section 255 of e Act and Article 151 of e Articles of Association of e Company. ii) The Appointee shall not be entitled for sitting fees for attending e meetings of e Board and Committees ereof. GRAVURES iii) The Agreement may be terminated by eier party, giving e oer party ree mons notice in writing of such termination or e Company paying ree mons salary in lieu of e notice. RESOLVED FURTHER THAT e Board of Directors be and is hereby auorized to alter, vary and modify e remuneration wiin e provisions of Schedule XIII of e Companies Act, 1956, to e extent e Board of Directors may consider appropriate and as may be permitted or auorized in accordance wi any provisions under e Companies Act, 1956 or schedule(s) appended ereto, for e time being in force or any statutory modification or reenactment ereof and/or any rules or regulations ere under and subject to such sanctions and permissions as may be necessary and to do all such acts, deeds, ings and execute all such documents, as may be considered necessary, desirable or expedient to give effect to is resolution. 10. To consider and if ought fit, to pass, wi or wiout modification(s), e following Resolution as Special Resolution: "RESOLVED THAT pursuant to e provisions of Section 314(1B) and oer applicable provisions, if any, of e Companies Act, 1956 including any statutory modification or reenactment ereof for e time being in force and as may be enacted from time to time, e Directors' Relatives (Office or Place of Profit) Rules, 2003 and subject to Central Government's approval and such oer approvals, permissions and sanctions, as may be necessary, consent of e Members be and is hereby accorded for Mr. Deval Patel, a relative of Mr. Ambar Patel, Managing Director of e Company, and who holds office as a Marketing Executive, to hold and continue to hold an office or place of profit under e Company as a Marketing Executive, or wi such oer designation as e Company's management may, from time to time, decide upon, at monly salary and oer allowances, perquisites including bonus, reimbursement of medical expenses, LTA/LTC etc. and oer benefits including contribution to Provident Fund, Gratuity, Superannuation Fund for an amount not exceeding Rs. 50,000/ p.m., wi effect from 1st April FURTHER RESOLVED THAT e Board of Directors of e Company be and is hereby severally auorized to comply, wi e necessary formalities in is regard including filing of requisite forms, required information, representing on behalf of e Company, Subdelegating e powers delegated herein to oer officers or professionals and do all oer acts and deeds as may be deemed essential for e purpose of giving effect to aforesaid resolution. By Order of e Board For Shilp Gravures Limited Place: Rakanpur Date : NOTES 17 Annual Report Yoshita S. Vora Company Secretary 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM SHOULD BE LODGED WITH THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE TIME OF THE MEETING. 2. An Explanatory Statement pursuant to Section 173(2) of e Companies Act, 1956, relating to e Special Businesses to be transacted at e meeting (Item Nos. 6,7,8,9 & 10 of e Notice) is annexed hereto. 3. The Register of Members and e Share Transfer Books of e Company will remain closed from Saturday, 31st July, 2010 to Saturday, 7 August, 2010 (bo days inclusive) for e purpose of Dividend, if declared, at e Annual General Meeting. 4. Subject to provisions of Section 206A of e Companies Act, 1956, dividend if declared at e meeting, will be payable on or after 7 2

6 August, 2010 to ose members whose names appear on e Register of Members as on 30 July, The Company has changed e Registrar and Share Transfer Agents in e year under consideration. Following is e name and address of e newly appointed Registrar & Share Transfer Agents: Sharepro Services (India) Pvt. Ltd , 4 Floor, Devnandan Mall, Opp. Sanyash Ashram, Ellisbridge, Ahmedabad (a) The Company provides e facility of ECS to all shareholders, holding shares in electronic and physical forms, subject to availability of such facility at e respective location of such shareholders. Members are encouraged to utilize e Electronic Clearing System (ECS) for receiving dividends. The Company is also, effective is year, providing e facility of National Electronic Clearing Service (NECS) introduced by Reserve Bank of India, to all shareholders. (b) Members holding Shares in Electronic Mode may please intimate eir Depository participants of changes, if any, are made in e Bank account details. (c) Members holding shares in physical form are requested to send eir Bank Account for printing on Dividend Instruments to ensure at ere is no fraudulent encashment to Registrar and Share Transfer Agents. (d) An ECS Mandate form is annexed at e end of annual report. This may be filled in and submitted at an earliest date so at e Company can extend e facility for payment of dividend. 7. Pursuant to e provisions of Section 205A and 205C of e Companies Act, 1956, amount of dividend for e year ended on 31st March, 2002, were deposited wi Investors' Education and Protection Fund (IEPF) of e Central Government on 29 September, Shareholders, who have not encashed Dividend Instruments for e year ended on 31st March, 2003, are requested to make e claims to e Company Secretary at e Registered Office of e Company on or before after which no claims shall lie against e Company. Therefore, e shareholders are advised to claim such amounts immediately. 8. Queries on accounts and operations of e Company, if any, may please be sent to e Company seven days in advance of e Meeting, so at e answers may be made readily available at e meeting. 9. As required by Clause 49 of e Listing Agreement entered into wi e Stock Exchanges e relevant details of directors being reappointed are annexed herewi. 10. Members are requested to bring eir copy of e Annual Report to e Annual General Meeting. Explanatory Statement as required by Section 173(2) of The Companies Act, Item No. 6 Mr. Jainand G. Vyas was appointed as Additional Director of e Company on August 8, 2009 by e Board of Directors of e Company and holds office up to e date of is Annual General Meeting, pursuant to Section 260 of e Companies Act, 1956 and Articles of Association of e Company. Brief resume of Mr. Jainand G. Vyas is given in e Annexure to is Notice. Keeping in view e rich expertise and knowledge of Mr. Jainand G. Vyas, e Board considers it desirable at e Company should continue to avail his service. Notice under Section 257 of e said Act has been received from members along wi e requisite deposit amount signifying eir intention to propose e appointment of Mr. Jainand G. Vyas as Directors of e Company. The Board recommends e Resolution as set out at Item Nos. 6 of e Notice for approval by e Members. None of e Directors of e Company, except Mr. Jainand G. Vyas are in any way concerned or interested in e said resolution. Item No. 7 and 8 At e 14 Annual General Meeting held on 30 May, 2007, shareholders had approved reappointment of Mr. Ambar Patel as Managing Director and Mr. Roshan Shah as Wholetime Director (hereinafter referred to as Executive Directors ) for a period of Five years w.e.f. 1st June 2007 upon e terms and conditions including remuneration as set out in e agreement executed wi em. The remuneration payable to Mr. Ambar Patel and Mr. Roshan Shah was not to exceed Rs. 2,50,000/ per mon or Rs.30,00,000 p.a. according to e relevant category of Schedule XIII of e Companies Act, 1956 and as mentioned in e agreement executed wi em. The Board of Directors, at its meeting held on 8 August, 2009 after considering e recommendations of Remuneration committee meeting held on e same day, had approved remuneration payable to Executive Directors in excess of limits prescribed under relevant sections of e Companies Act, 1956 subject to Central Government's approval and Shareholder's approval in e General Meeting. The Central Government however has given approval for payment of remuneration wiin limits prescribed under section 198, 309 w.r.t Schedule XIII of e Companies Act, In view of e above order of e Central Government's, e proposed revision to e remuneration payable to Executive Director's stands altered. The revised remuneration is submitted before is meeting for approval. Also, alough e appointment was for 5 years, e remuneration approved was for 3 years only which expires on 30 June, The resolutions no 7 and 8 of e Notice is erefore put before e Members for e approval. The Draft Agreement to be entered into by e Company wi e Executive Directors is available for inspection at e Registered Office of e Company during Business Hours on any working day. This may also be treated as e requisite abstract and memorandum under section 302 of e Companies Act, None of e oer directors except Mr. Ambar Patel and Mr. Roshan Shah are deemed to be interested in e above said resolution. Item No 9. The Board of Directors at eir meeting held on 8 August, 2009 had appointed Mr. G.V.Bhavsar as e Additional Wholetime director of e company for a period of 3 years after considering e recommendations of Remuneration Committee Meeting held on e same date. Pursuant to Section 260 of e Companies Act, 1956 Mr. G.V.Bhavsar holds office only upto e date of forcoming Annual General Meeting. Mr. G.V.Bhavsar, is associated wi e Company since inception. He has contributed immensely for e grow and development of e Company. As an executive of e Company, e progress of e Company has been his foremost priority. He is presently looking after Chemical Division taken over by e Company. Looking into e efforts put in by Mr. G.V.Bhavsar, and also considering his experience, expertise and long association wi e Company, e Board has considered it desirable and expedient to entrust him wi increased responsibility by appointing him as Wholetime Director of e Company. The brief terms and conditions are as set out in e resolution of e Notice. The Draft Agreement to be entered into by e Company wi Mr. Bhavsar is available for inspection at e Registered Office of e Company during Business Hours on any working day. Additional information as required under Schedule XIII to e Companies Act, 1956 is as under: I. General Information: (a) Nature of Industry: Your Company is engaged in manufacture of electronically engraved gravure 3 17 Annual Report

7 cylinders along wi chemical etching technology, Laser technology and manufacturing of flexo plates. It is e largest electronically engraving house in India. (b) Date of commencement of commercial operation: The Company has been in commercial operations since March, 1995 onwards. (c) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in e prospectus : NA (d) Financial Information based on indicators: Production (1000 sq.mm.) Sales (Rs. in Lacs) Profit before Tax & Depreciation (Rs. in Lacs) Profit before Tax (Rs. in Lacs) Profit after Tax (Rs. in Lacs) Dividend (Rs. in Lacs) Reserves & Surplus (Rs. in Lacs) (e) Export Performance and Net Foreign Exchange Earnings: During e year Export Sales were Rs Lacs (49.28 Lacs pr. yr). The Company has made export to Middle East countries like UAE, Sri Lanka, as well as African Countries. Net Foreign Exchange Gain was Rs Lacs and loss of Rs Lacs in (f) st Foreign Investment or Collaborators, if any: As on 31 March, 2010, NRI investment in e equity capital of e Company is Rs Lacs. The Company does not have any Foreign Collaborations. II. Information About The Appointee: (1) Background Details: Mr. G. V. Bhavsar holds a Diploma in Printing Industry and has over 29 years of experience in e same field. (2) Past remuneration: Rs Lacs p.a. (3) Job profile and his suitability: Subject to e superintendence, direction and control of e Board, e day to day management and administration of e Company is vested in e Whole Time Director. (4) Remuneration proposed: As set out in e resolution and explanatory statement for e item no. 9. The remuneration to Mr. Bhavsar has e approval of e Remuneration Committee and Board of Directors. (5) Comparative remuneration profile wi respect to industry, size of e company, profile of e position and person (in case of expatriates e relevant details would be w.r.t. e country of his origin): Taking into consideration e industry in which your Company operates, size of e Company, e job profile of Mr. Bhavsar, e aforesaid remuneration package is commensurate wi e role and responsibilities entrusted to him. Also considering e technicality of e job, benchmarking is difficult. (6) Pecuniary relationship directly or indirectly wi e company, or relationship wi managerial personnel, if any Mr. Bhavsar does not have any oer pecuniary relationship wi e Company, except to e extent of e Remuneration he draws from e Company and e amount of dividend he receives towards his shareholding of e Company. III. Oer Information: (1) Reasons for inadequacy of profits & Steps taken for improvement: The Company has incurred heavy capital expenditure to bring in innovation of technology and expand its capacities resulting into heavy depreciation and interest cost. GRAVURES All Directors have put in eir best efforts for increasing sales, implementation of expansion program, execution of project, optimum utilization of capacity wi consistent good quality. The turnover of e Company has increased year by year. There are constant efforts to minimize cost and make effective utilization of capacities. 2) Expected increase in productivity & Profits in measurable terms: The productivity of e Company has seen a steady rise in e past years and e management is confident at is upward trend will continue in years to come. However e Profit being e result of various factors, e exact amount of increase in profit on account of increased production, cannot be quantified. IV. Disclosures: Details of proposed remuneration of Mr. G.V.Bhavsar, job profile and suitability are disclosed in is Notice and Explanatory Statement annexed hereto. The Board of Directors recommends e resolutions for your approval as set out under item no. 9. This may also be treated as e requisite abstract and memorandum under section 302 of e Companies Act, None of e Directors except Mr. G.V.Bhavsar is concerned or interested in e said resolution. Item No 10. Members of e Company, at e Extraordinary General Meeting held on 13 April, 2009, had consented for holding of an office of profit by Mr. Deval Patel, relative of Mr. Ambar Patel, Managing Director, and payment of remuneration for an amount not exceeding Rs. 20, 000/ p.m. pursuant to section 314(1) of e Companies Act, Keeping in view e result oriented contribution made by him in e grow and development of e Company, e Management has reviewed his performance and proposes to revise e salary st payable to Mr. Deval Patel w.e.f. 1 April, 2010 to Rs / p.m. inclusive of allowances, perquisites including bonus, reimbursement of medical expenses, LTA/LTC etc. and oer benefits including contribution to Provident Fund, Gratuity, Superannuation Fund. Pursuant to Provisions of Section 314(1B) of e Companies Act, 1956 read wi Rule 10C of e Companies (Central Government's) General Rules and Forms, appointment of relative of Director to an office or place of profit, which carries a total monly remuneration exceeding Rs. 20,000/ p.m., requires prior approval of e Members at e General Meeting and Central Government's approval. Accordingly, under e terms of Section 314 (1B) of e Act, approval of e Members is sought for e special resolution as set out in e notice for increase in remuneration of Mr. Deval Patel, relative of Mr. Ambar Patel, Managing Director and to hold office of profit. Necessary application under section 314(1B) of e Act for obtaining approval of e Central Government shall be made after obtaining Member's approval. The Directors erefore recommend e Resolution as mentioned in Item No. 10 of e Notice for approval of e Members. Save and except Mr. Ambar Patel, Managing Director, none of e Directors is, in any way, concerned or interested in e said resolution. 17 Annual Report

8 Annexure to Notice: Details of Directors seeking appointment / reappointment at e Annual General Meeting to be held on 7 August, 2010 (Pursuant to Clause 49 of e Listing Agreement): Name Date of Bir Date of Appointment Qualifications Expertise in specific Functional Area Directorships held in oer public companies (Excluding foreign and private companies) Committee Memberships in oer public companies Shareholding of Non Executive Directors Relationships between directors interse Dr. Baldev V. Patel Dr. Navin Patel 5 17 Annual Report Mr. Jainand Vyas Mr. G.V. Bhavsar MBBS, MD MBBS, MD B.COM, LLB, (Pediatrician) (Pediatrician) FCA Dr. Baldev Patel is a very Senior Practicing Doctor in e USA. Apart from his Profession, he has rich business experience in general and is well versed wi technicalities of Gravure Industry and provides strategic and technological inputs. Dr. Navin Patel is a senior practicing pediatrician. He is also providing honorary services to many Hospitals including Sterling Hospital and has featured in various government campaigns and programmes. Mr. Jainand Vyas (C A) has rich experience in e field of accounts, finance, audit, taxation etc. He has worked wi reputed companies like Gruh Finance Ltd, Nirma Limited and presently working wi Intas Pharmaceuticals Ltd Shares Dr. Baldev Patel is son of Mr. Vialdas Patel, director on e Board of e Company. Diploma in Printing. Mr G.V. Bhavsar has over 29 years of experience in printing industry. He has wide exposure, experience and knowledge owing to his long association wi all activities relating to printing and Gravure industry Shares Shares Not Applicable Not Applicable Not Applicable DIRECTORS' REPORT: Your Directors have pleasure in presenting e SEVENTEENTH Director's Report along wi e Audited Accounts of e Company for e year ended on st 31 March, FINANCIAL RESULTS: For e year ended on 31st March, 2010 (Rs. in Lacs) For e year ended on 31st March, 2009 (Rs. in Lacs) Sales & Oer Income Profit before Depreciation, Interest, Tax and Exceptional Item Less: Depreciation Interest Profit before Tax and Exceptional Item, Less: Provision for Taxation Provision for deferred Tax Liability Provision for FBT & Weal Tax Profit/(Loss) After Tax Add/(less): Excess/(Short) Provision of tax in earlier years Prior period Adjustments Surplus/ (deficit) brought forward from e Previous Year Amount Available for Appropriation : Appropriation: General Reserve Proposed Dividend Corporate Dividend Tax Balance carried to Balance sheet TOTAL DIVIDEND: Your Directors are pleased to recommend a dividend of Rs per share on 6,149,800 Equity Shares of Rs. 10/ each of e Company for e financial year The proposed dividend would absorb Rs lacs including corporate dividend tax. We propose to transfer Rs Lacs (10 % of e net profit for e year) to e general reserve. 3. BUSINESS OVERVIEW & OPERATIONS: Your Company's total revenues have increased from Rs lacs to Rs lacs recording grow of 28.00%. The Company's EBDITA increased from Rs lacs to Rs lacs and PAT increased from Rs lacs to Rs lacs recording increase of %. During e year Company has provided Foreign Exchange gain of Rs Lacs in e Profit & Loss Account as per e Accounting Standard AS11 of e ICAI. Interest cost has marginally gone up from Rs Lacs to Rs Lacs. Depreciation has increased from Rs Lacs to Rs Lacs. During e year, a fire took place in e Company's factory premises at Rakanpur, resulting in partial destruction of stock, consumables, plant and machinery and building. The Company has lodged a claim wi e insurance company and e surveyor's report assessing e loss is awaited. During e year under review e demand has improved after e recession. Our investments have started contributing to e top line grow. We have strengened our infrastructure facilities and financial support which has helped e company in servicing e customers and clients by delivering quality products. Your Company has carved a niche in e market and has stayed ahead in e Competition. 4. DEPOSITS: The cumulative deposits received by your Company as at 31st March, 2010 were Rs Lacs

9 5. INSURANCE: All e insurable interests of e Company including Inventories, Buildings, Plant & Machinery and Liabilities under legislative enactments are adequately insured. 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO. The information to be disclosed as per Section 217(1) (e) of e Companies Act, 1956 read wi Companies (Disclosure of in e Report of Board of Directors) Rules, 1988 is given as Annexure 'A' to is report. 7. PARTICULARS OF EMPLOYEES: Statement of e employees drawing remuneration in excess of limits prescribed by Section 217 (2A) of e Companies Act, 1956 read wi e Companies ( of Employees) Rules, 1975, as amended is given as an Annexure 'B' to is report. 8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Pursuant to Clause 49 of e Listing Agreement wi e Stock Exchange, Management Discussion And Analysis Report is included in e Annual Report as separate section. 9. CORPORATE GOVERNANCE REPORT: Pursuant to Clause 49 of e Listing Agreement wi e Stock Exchange, Report on Corporate Governance and a certificate from e Statutory Auditors of e Company confirming compliance of e same has been included in e Annual Report as separate section. 10. DIRECTORS: During e year, Mr G.V.Bhavsar was appointed as Additional and Wholetime Director of e Company and Mr. Jainand G. Vyas as Additional and Independent Director on e Board of e Company w.e.f. 8 August, Pursuant to provisions of Section 260 of e Companies Act, 1956, and Articles of Association of e Company, ey hold office up to e date of e forcoming Annual General Meeting. Mr. Vishnu Patel resigned w.e.f 13 May, Also, Mr. Narendra Patil resigned as Wholetime director of e Company w.e.f. 25 July, The Board records wi appreciation e services given by Mr. Vishnu Patel as director and Mr. Narendra Patil as Wholetime director of e Company and also takes on record e invaluable contribution made by em in e grow of e Company. In accordance wi e provisions of Section 256 of e Companies Act, 1956 and Article 126 of e Articles of Association of e Company, Dr. Baldev Patel and Dr. Navin Patel are liable to retire by rotation at e ensuing Annual General Meeting and being eligible, have offered emselves for reappointment. The Notice convening Annual General Meeting includes resolutions for appointment of Mr G.V.Bhavsar, Mr Jainand G.Vyas, Dr Baldev Patel and Dr. Navin Patel along wi eir brief details. 11. AUDITORS: The Auditors Report forming part of is Annual Report does not contain any qualification and is self explanatory. Your Company's Statutory Auditor, M/s Deloitte, Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until e conclusion of e ensuing Annual General Meeting and are recommended for reappointment. The Company has received written certificate from e Auditors stating at eir reappointment, if made, will be wiin e limits prescribed under section 224(1B) of e Companies Act, DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to e requirements under Section 217(2AA) of e Companies Act, 1956, e Directors hereby state and confirm at: i) in e preparation of annual accounts, e applicable accounting standards have been followed along wi proper explanation relating to material departures; ii) e accounting policies have been applied consistently and reasonable and prudent estimates have been made so as to give a true and fair view of e state of affairs of e Company at e end of e financial year and e profit of e Company for at period; GRAVURES iii) proper and sufficient care has been taken for e maintenance of adequate accounting records in accordance wi e provisions of e Companies Act, 1956, for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; and iv) e Annual Accounts have been prepared on a 'going concern basis'. 13. ACKNOWLEDMENTS: Your Directors express eir appreciation for e continued cooperation, support & assistance received from Bankers, Statutory Auorities, Customers, Vendors, Consultants as well as Shareholders during e year. Your Directors also wish to place on record eir appreciation for e dedicated services and contribution given by all e employees of e Company. On Behalf of e Board Ambar Patel Managing Director Place : Rakanpur Date : Roshan Shah Whole Time Director G V Bhavsar Whole Time Director ANNEXURE 'A' TO THE DIRECTORS' REPORT Information under Section 217(1)(e) of e Companies Act, 1956 read wi Companies (Disclosure of particulars in e report of Board of Directors) Rules, 1988 for e year ended on 31st March A. CONSERVATION OF ENERGY: 1) Energy conservation measures taken: i) As per e present government rules, compulsory energy audit has to be carried out for energy demand above 200KVA. So e Company has appointed recognized agency for carrying out energy audit. ii) The Company has installed Wind Mill wi a capacity of 0.8 MW, in e state of Gujarat for captive consumption of units generated. During e year units were generated. iii) As e Company maintains e average monly power factor at 0.99, we can utilize e maximum power load as demanded. 2) Additional investments and proposals, if any which are being implemented for reduction of conservation of energy: i) The Company has applied for registration of wind power project as Clean Development Mechanism (Carbon Credit) rough e Wind Farm Developer. ii) iii) iv) Proper maintenance of machine motors is being carried out to increase productivity. The Company is in e process of reducing e harmonics level and improving e power quality in terms of energy saving. So analysis is going for selftuned filter in e electrical system. Energy monitoring system for furer analysis of energy consumption in e plant. 3) Impact of measures at 1 & 2 and consequent impact on e cost of production of goods: Resulted in reduction in consumption of energy and subsequently reduced cost of production of goods. As we have maintained power factor at 0.99, we are eligible for maximum rebate from e State Power Supply Company. During e year Units of Electricity were purchased and Units were generated rough DG Set, at a cost of Rs lacs. Best efforts are being made in conservation of energy. B. FOREIGN EXCHANGE EARNINGS AND OUTGO: regarding Foreign Exchange Earnings and Outgo appear in Schedule 16 in e Notes to e Accounts. C. RESEARCH & DEVELOPMENT (R&D) : During e year, no new Research & Development activities were carried out. Place : Rakanpur Date : On Behalf of e Board Ambar Patel Managing Director Roshan Shah Whole Time Director G V Bhavsar Whole Time Director 17 Annual Report

10 ANNEXURE 'B' TO THE DIRECTORS' REPORT Statement of particulars under Section 217(2A) of e Companies Act, 1956 and e Companies ( of Employees) Rules, 1975: Employed roughout e year and were in receipt of remuneration not less an Rs. 24,00,000/ Name & Age (Yrs) Mr. Ambar Patel (56) Mr. Roshan Shah (50) Mr. G. V. Bhavsar (50) Mr. Narendra Patil (54) Mr. Atul Vinchhi (47) Designation/ Nature of Duties Managing Director Whole Time Director Whole Time Director Chief Technical Officer Chief Operating Officer Remuneration Rs Lacs Qualification & (Experience In years) B.E. (Mechanical) Dip. (Electric Engineering) (34) Rs B.E. (Chemical), Lacs M.M.S. (Marketing) (28) Rs Lacs Rs Lacs Rs Lacs Dip. (Mechanical Engineering) (28) Matriculate (31) Dip. (Mechanical Engineering) (28) Date of commencement of employment 01/07/ /02/ /07/ /07/ /07/1996 MANAGEMENT DISCUSSION & ANALYSIS REPORT of last employment Shilp Gravures, Vatva, A.T.E. Enterprises Ltd. as Product Manager Shilp Gravures, Vatva, Stovec Industries Ltd. as Junior Supervisor (Graphics & Engraving) Shilp Gravures, Vatva, Notes : 1) Remuneration as above includes Salary, Allowances, Annual Pay, Company's contribution to Provident Fund, monetary value of perquisites as per Income Tax Act, 1961 and rules ere under but does not include Company's contribution to Gratuity Fund & provision for leave encashment. 2) The Nature of employment in all e above cases is contractual, except for Mr. Atul Vinchhi and Mr. Narendra Patil. 3) No Employee was in receipt of remuneration of Rs. 2,00,000 per mon, employed for part of e year. ECONOMY OVERVIEW: The financial crisis at shook e pillars of world economy is on e pa of recovery. Global grow, after experiencing a sharp downturn in , has catapulted back to recovery phase wi e global trade gradually picking up. In e wake of such recovery, prospects of developing countries are for robust recovery in e times ahead. India, over a period of e year has posted significant recovery in terms of grow figures. GDP grow rate is around 7.2% for e year Manufacturing sector registered a grow of 3.2% in to 8.9% in The Gravure industry in which you Company operates, shall continue to grow at a steady pace since e basic needs of packaging shall remain. OPPORTUNITIES: Your Company is a leading supplier for gravure rollers for Packaging industry, especially flexible packaging and label industry. The packaging industry is expected to grow at a rate of 15% annually. Also, India is one of e major producers as well as consumer for flexible/ plastic packaging in e world. Keeping is in mind, potential for e grow of packaging industry is enormous. Hence, your Company is optimistic on e grow prospects. Also, your company can now provide choice of ree technologies viz. Chemical Etching, Electronic Engraving & Laser Engraving. This has enabled your Company to cater different variety of customers and vendors. THREATS, RISKS & CONCERNS: Fluctuations in prices of raw material such as steel, copper etc. keep e margins under pressure. The exchange rate fluctuations have furer increased e inputs costs. Also, being in e market, competition serves as one of e reats to e business operation of e Company. Furermore, e Company derives over 90% of its revenue from e Domestic Market and hence is potentially exposed to any risk of a significant impact on e Indian Economy. Your Company endeavors to address ese reats by monitoring, checking and discussing and gaining industry specialization and expertise. OUTLOOK: Your Company, keeping pace wi overall gravure market has grown significantly. The Management expects to continue is trend in e years to come, subject to favorable market conditions, and stable economic policies. INTERNAL CONTROLS: Your Company's Internal Control System is supplemented by extensive audit by an independent firm of Chartered Accountants as Internal Auditors, who discusses Internal Control System wi Audit Committee. The Audit Committee oroughly reviews e Internal Audit function and makes recommendations on scope of Internal Audit. Internal Audit reports are reviewed and observations are discussed. Corrective measures are taken wherever necessary. The Audit Committee also meets up wi Statutory Auditors to discuss and have an overview on e operations of e Company. CAUTIONARY STATEMENT: Statements in e Management Discussion & Analysis Report describing e Company's expectations, opinion, and predictions may please be considered as forward looking statements only. Actual results could differ from ose expressed or implied. Company's operations should be viewed in light of changes in market conditions, prices of raw materials, economic developments in e country and such oer factors. INDUSTRY STRUCTURE AND DEVELOPMENTS: The Gravure Industry has been continuously growing and showing an upward trend since e company began its operations in Today your Company serves various segments of gravure industry such as flexible packaging, PVC flooring, artificial leaer, specialty coating, etc. Your Company has state of e art latest technologies and facilities to keep pace wi e emerging trends in e market. Your Company's acquisitions of Flexo Division at Vadodara and setting up of Laser Technology has enhanced e capabilities and strengened e position in e market. The laser technology has capability to cater to specialty applications like embossing which will be import substitute to many industries. We have developed designs for embossing in glass, paperboard, leaer, etc. The designs have been commercially accepted and market response for e same has been overwhelming. We have also been able to develop ceramic anilox rollers for flexography industry too Annual Report

11 CORPORATE GOVERNANCE REPORT (Pursuant to Clause 49 of e Listing Agreement) 1. COMPANY'S PHILOSOPHY: Your Company believes at good Corporate Governance is essential in steering e Company towards grow and development. Corporate governance consists of practices which are directed towards ensuring transparency and timely disclosure. It is aimed at assisting e top management of e company to meet its obligation to all its stakeholders, including amongst oers, shareholders, customers, employees and community in which e Company operates. Your Company endeavors to adopt best governance practices. Our commitment is reflected in e steps at we have taken to ensure compliance of law and by regularly reviewing e systems and procedures. Your Company constantly strives to achieve enhancement of shareholders value and effective utilization of resources to realize long term goals. 2. BOARD OF DIRECTORS: (a) Composition of Board of Directors: The Composition of Board of Directors complies wi e provisions of Corporate Governance of Listing Agreement wi reference to number of Executive and Non Executive Directors. As at March 31, 2010, e Company's Board of Directors is comprised of 10 (Ten) Directors, wi a Managing Director, 2 (Two) Wholetime Directors, 2 (Two) Non Executive Director and 5 (Five) Independent Directors. The Chairman of e Board is a NonExecutive Director. None of e Directors on e Board is a member of more an 10 committees or act as a Chairman of more an 5 committees across all companies in which he is a director. The Directors are qualified and experienced professionals in business, finance, law and management. (b) Board Meetings: During e year under review, 5 (Five) Board Meetings were held on 13 May, 2009, 25 July 2009, 8 August, 2009, 31st October, 2009 and 30 January, The Company's last Annual General Meeting was held on 8 August, The maximum time gap between 2 Board meetings did not exceed more an 4 mons as prescribed under e Listing agreement. The Board discusses amongst oer business, e quarterly performance of e Company and financial results. The Agenda papers along wi agenda notes are circulated well in advance to e Members of e Board to take informed decisions. The Composition of e Board, attendance at Board Meetings (BM) held during e year and at e last Annual General Meeting (AGM), numbers of Directorships and Memberships of Committees as on March 31, 2010 are as follow: Name of Director Dr. Baldev Patel Mr. Ambar Patel Mr. Roshan Shah Mr. G. V. Bhavsar* Mr. Narendra Patil ** Mr. Vialdas Patel Mr. Vishnu Patel # Mr. Shailesh Desai Mr. Chinubhai Shah Mr. Rajendra Shah Dr. Navin Patel Mr. Jainand Vyas ## Category of Director NED MD WTD WTD WTD NED NED NED (I) NED (I) NED (I) NED (I) NED (I) Board Meeting 0/5 5/5 5/5 3/5 2/5 3/5 0/5 5/5 5/5 3/5 3/5 3/5 Last AGM held on August 8, 2009 No Yes Yes Yes Yes Yes No Yes Yes Yes Yes Yes Oer Director ship NA NA 14 4 NA NA 6 1 Committee Memberships Committee Chairmanships NA NA 3 2 MD Managing Director; WTD Whole Time Director; NED Non Executive Director (I) Independent * Appointed as Wholetime Director w.e.f 8 August, ** Ceased to be Wholetime Director w.e.f. 25 July, # Ceased to be Director w.e.f. 13 May, ## Appointed as Additional and Independent Director w.e.f 8 August, Oer Directorship does not include Directorships in Private, Foreign and Section 25 Companies. The Committee Memberships and Chairmanships in oer Companies include Memberships and Chairmanships of Audit and Shareholders'/ Investors' Grievance Committee only. GRAVURES (c) Details of Directors being reappointed: According to Articles of Association, one ird of e directors retires by rotation and if eligible, offer emselves for reappointment at e Annual General Meeting. As per Article 126 of Articles of Association, Dr. Baldev Patel and Dr. Navin Patel will retire at e ensuing Annual General Meeting & have offered emselves for reappointment. Detailed resume of e directors are provided in e Notice for e Annual General Meeting. 3. COMMITTEES OF THE BOARD: A) Audit Committee: (I) Composition: The Audit Committee comprises of 2 (two) Independent Non Executive Directors and 1 (one) Executive Director. The Company Secretary is Secretary to e Committee. The Committee comprises of e following: Composition Mr. Chinubhai Shah Mr. Shailesh Desai Mr. Ambar Patel Designation Chairman Member Member Category Non Executive & Independent Director Non Executive & Independent Director Managing Director The Chairman of e Committee was present at e Annual General Meeting held on 8 August, Executives from e Finance Department, Representatives of e Statutory Auditors and Internal Auditors are also invited to attend e Audit Committee Meetings. (II) Committee Meetings: During e year under review, 4(Four) Audit Committee Meetings were held on 13 May, 2009, 25 July, 2009, 31st October, 2009 and 30 January, Attendance of e members at e meetings is as under: Name of e Director Mr. Chinubhai Shah Mr. Shailesh Desai Mr. Ambar Patel No of Meetings Attended (III) Terms of Reference: The role and terms of reference of e Audit Committee cover e matters specified for e Audit Committee under clause 49 of e Listing Agreement and Section 292 (A) of e Companies Act, 1956, including e following; I) To review e Company's Financial Reporting Process. ii) To review wi e Management, Quarterly, Half Yearly and Annual Financial Statements. iii) To review wi e Management, External and Internal Auditors, e adequacy of Internal Control Systems. iv) To review e Company's Financial and Risk Management Policies. v) To secure attendance of outsider wi relevant expertise if considered necessary. B) Remuneration Committee: (I) Composition: The Remuneration Committee is presently composed of 3 (ree) members and all are Independent Non Executive Directors. The Company Secretary is Secretary to e Committee. The Committee comprises of e following: (II) Committee Meetings: During e year under review, 1 (One) Remuneration Committee Meeting was held on 8 August, Attendance of e members at e meeting is as under: Name of e Director Mr. Shailesh Desai Mr. Chinubhai Shah Dr. Navin Patel No of Meetings Attended III) Role and Terms of Reference of e Remuneration Committee: The role and terms of reference of e Remuneration Committee cover e matters specified for e Remuneration Committee under clause 49 of e Listing Agreement and Schedule XIII of The Companies Act, 1956, including e following; 17 Annual Report

12 i) To determine Company's Policy on Specific Remuneration Packages for Managing Director and Executive Directors Including Pension Rights and any compensation payment. ii) To annually review and approve for Managing Director and Executive Directors: a) Monly Basic Salary. b) Annual Remuneration Payment including all types of perquisites. c) Employment Agreements and Severance Arrangements and; d) Any oer Benefits, Compensation or Arrangements. IV) Remuneration Policy: Company pays remuneration by way of salary, benefits & perquisites, allowances and annual pay / incentive payment to e Executive Directors. Annual increments are decided by e Remuneration Committee wiin e Salary limit approved by e Members. Annual / Incentive payment is decided by e Committee after taking into account financial position of e Company, qualification and experience, past performance of Executive Directors and reporting to e Board. The remuneration paid to Executive Directors and eir Shareholding is given below: Salary Perquisites & Allowances Retirement Benefits Total No. of Shares Name of Directors Mr. Ambar Patel Mr. Roshan Shah (Amt in Rs.) Mr. G. V.Bhavsar ) Notice period for Executive Directors is 3 mons. 2) Service Contract for Executive Directors is 5 years w.e.f. 1st July ) The Company has not issued any stock options to e Directors. (ii) Non Executive Directors: Sitting Fees for attending meetings of Board / Committee is paid as per e provisions of Articles of Association of e Company / Companies Act, Remuneration of e Non Executive Directors is decided by e Board based on eir attendance and contribution at e Board, time spent for e business of e Company, seniority, experience and expertise of each Director. A detailed criterion for payment to Non Executive Directors is posted on e web site of e Company. The sitting Fees / remuneration paid to Non Executive Directors and eir Shareholding in e Company is as follows: Dr. Baldev Patel Mr. Vialdas Patel Mr. Shailesh Desai Dr. Navin Patel Mr. Chinubhai Shah Mr. Rajendra Shah Mr. Jainand Vyas Sitting Fees Paid (Amt Rs.) Remuneration (Amt Rs.) Lacs* No. of Shares NIL NIL NIL 1000 * Approved by Members and Central Government. Non Executive Directors does not have any material pecuniary relationship or transactions except ose mentioned under Related Party Transactions. C) Shareholders' / Investors Grievance Committee: (I) Composition: The Board has constituted Shareholders' / Investors Grievance Committee for speedy disposal of Grievances/ complaints relating to Shareholders/investors. The Committee consists of 3 (Three) Directors out of which 2(Two) are Non Executive Independent Directors and 1(One) is Executive Director. The Committee comprises of e following: The Company Secretary is designated as e Compliance officer and Secretary of e Committee. (II) Committee Meetings: During e year under review, 1 (One) Shareholders' / Investors Grievance Committee Meetings was held on 13 May, Attendance of e members at e meetings is as under: Name of e Director Mr. Rajendra Shah Mr. Shailesh Desai Mr. Ambar Patel No of Meetings Attended The Board has delegated e powers to approve transfers of shares / transmissions to Company Secretary and one Senior Executive of e Company. (III) Terms of Reference: The Committee is empowered to oversee redressal of investors' complaints pertaining to transfer and transmission of Shares, issue of Share Certificates, issue of duplicate certificates non receipt of dividends and annual reports and oer miscellaneous Complaints. (IV) Investor Grievances during e year Status of Complaints received during e year: No. of Complaints received during e year No. of Complaints redressed during e year Pending as on Related to Shares NIL NIL NIL Non receipt of Dividend 2 2 2* * Pending as received in e last week of March Shareholders can contact Ms. Y. S. VoraCompany Secretary and Compliance Officer, at ysvora@shilpgravures.com or Mr. Rajendra Shah at: chairmansigc@shilpgravures.com. 4) INFORMATION RELATING TO ANNUAL GENERAL MEETINGS: i) The last ree Annual General Meetings were held at: 780, Pramukh Industrial Estate, Vil. Rakanpur, Tal. Kalol, Dist. Gandhinagar ii) The following Special Resolutions were passed in last ree Annual General Meetings: Date of Meeting August 8, 2009 May 17, 2008 Resolutions No Special Resolution was passed Payment of Remuneration to Mr. Vialdas Patel, Non Executive Director, subject to approval of Central Government. May 30, 2007 Resolutions for Reappointment of Mr. AmbarJ. Patel as Managing Director and Mr. Roshan Shah & Mr. Narendra R. Patil as Whole Time Directors No Special Resolution was put rough Postal Ballot last year Annual Report

13 5) DISCLOSURES: 1. Related Party Transactions have been disclosed in e Notes to Accounts. Apart from at, ere are no materially significant related party transactions at may have conflict wi e interest of e Company. 2. Details of noncompliance by e Company, penalties, strictures imposed on e Company by Stock Exchange or SEBI or any statutory auority, on any matter related to Capital markets, during e last ree years : 6) DISCLOSURE OF ACCOUNTING TREATMENT: The Company follows Accounting Standards issued by ICAI and in preparation of financial statements, e Company has not adopted a treatment different from at prescribed in any accounting standard. 7) CEO/CFO CERTIFICATION: Managing Director have certified to e Board compliance in respect of all matters specified in sub clause V of clause 49 of Listing Agreement. 8) MEANS OF COMMUNICATION : The Quarterly Results / Half Yearly and Annual Financial Results are normally published in Financial Express (Gujarati Daily) and Indian Express (English Daily). Half Yearly reports are not sent to shareholders. The information relating to Company's performance etc., are submitted to Institutional Investors / Financial Analysts, as and when asked for. As per e Clause 51 of e listing agreement, e Quarterly results, Share holding pattern, Quarterly report on Corporate Governance and Audited Annual Accounts are displayed on e electronic data information filing & retrieval (EDIFAR) website at Furer e Quarterly Results, Shareholding Pattern and oer information are also displayed on e website of Company at: 9) GENERAL SHAREHOLDER INFORMATION: 1. Annual General Meeting: Date and Time: 7 August, 2010 at 4.00 p.m. Venue : 780, Pramukh Indl. Estate, Village Rakanpur, Tal. Kalol, Dist. Gandhinagar Financial Calendar: Results for e Quarter Ending on: 30 June 2010 End of July September 2010 End of October 2010 st 31 December 2010 End of January 2011 st 31 March 2011 End of May 2011 st 3. Book Closure: Saturday, 31 July, 2010 to Saturday, 7 August, 2010 (Bo days inclusive). 4. Dividend Payment Date: i) Dividend if declared will be paid to: (a) e members in respect of shares held in physical form, after giving effect to all valid transfers of shares in physical form lodged wi e Company on or before e close of business hours on 30 July, (b) e members whose names will appear on e statement of beneficial ownership furnished by NSDL and CDSL at e end of business hours on 30 July, 2010, in respect of shares held in Demat form. ii) Dividend warrants made payable on will be posted to members at eir registered address. 5. Listing on Stock Exchanges: The Company's shares are listed at Bombay Stock Exchange (BSE). The Company has paid e Listing fee for e year to e Stock Exchange. 6. Stock Code/ Symbol: Stock Code: Stock Symbol: SHILGRAVQ ISIN: INE960A01017 GRAVURES 7. Stock Performance: Yearly Share Price at BSE Mon Apr09 May09 Jun09 Jul09 Aug09 Sep09 Oct09 Nov09 Dec09 Jan10 Feb10 Mar10 Price High Low Monly High Low on BSE: Mon High Low Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Registrar and Share Transfer Agent: During e year under review, your Company has changed e Registrar and Share Transfer Agents. Now, e Share transfer work is being carried out by M/s Sharepro Services (India) Pvt. Ltd , 4 Floor, Devnandan Mall, Opp. Sanyash Ashram, Ellisbridge, Ahmedabad Request for dematerialisation and rematerialisation should be sent directly at e above address. 9. Share Transfer System: Share Transfer Agent attends to e share transfer work once in a fortnight and shares are transferred if e documents are clear in all respects. During e year 18 Transfer Deeds involving 3000 shares were transferred. Requests for Issue of Duplicate Shares / Fresh Share Certificate / Transmission / Consolidation of Shares are approved by e Shareholders / Investors Grievance Committee. Pursuant to clause 47(c) of e listing agreement wi e Stock Exchange, certificate on half yearly basis, has been issued by a Company Secretary in Practice for due compliance of share transfer formalities. All requests for dematerialisation of shares are processed and e confirmation is generally given to e Depositories wiin 15 days. Pursuant to SEBI directive, certificate on quarterly basis is received from e Auditors of e Company for timely dematerialisation of shares and reconciliation of e share capital of e Company. 10. Distribution of Shareholding as on March 31, 2010: No of Shares Shareholders Shareholding Number % Number % Upto and above Total Annual Report

14 11. Pattern of Shareholding as on March 31, 2010: Sr.No. Category No. of Shares (%) 1. i) Indian Promoters ii) Foreign Promoters iii) Person acting in concert Distribution of Physical & Dematerialized Shares on March 31, 2010: Physical Demat Holding Total Paidup & No. Of % No. Of Share No. Of % No. Of Share Listed Capital Shares holders Shares holders 61,49,800 Shares Plant Location: The Company's plant is located at : (1) 780, Pramukh Industrial Estate, Village Rakanpur, Taluka Kalol, Dist. Gandhinagar (2) Flexo Division II/III Floor, Hira House, Near Kalali Crossing, Old Padra Road, Baroda Address of Correspondence : Members are requested to communicate directly to e Company's new Registrar and Share Transfer Agent, M/s Sharepro Services (India) Private Limited, , 4 Floor, Devnandan Mall, Opp. Sanyash Ashram, Ellisbridge, Ahmedabad for any issue relating to Shares. For any oer information, Shareholders are requested to communicate at e Registered Office. Declaration By Chief Executive Officer (CEO) This is to confirm at e Company has adopted Code of Conduct for Directors & Senior Management Personnel. Bo ese codes are available on e web site of e Company. I confirm at e Company has in respect of e financial year ended 31st March 2010, received from e Members of e Board and Senior Management Personnel a declaration of compliance wi e Code of Conduct as applicable to em. Place: Rakanpur Date: To e Members of Shilp Gravures Limited We have examined e compliance of conditions of corporate governance by SHILP GRAVURES for e year ended on 31st March, 2010 as stipulated in Clause 49 of e Listing Agreement of e said Company wi stock exchanges. The compliance of conditions of corporate governance is e responsibility of e Management. Our examination has been limited to a review of e procedures and implementation ereof adopted by e Company for ensuring compliance of e conditions of e corporate governance as stipulated in e said clause. It is neier an audit nor an expression of an opinion on e financial statements of e Company. In our opinion and to e best of our information and according to e explanations given to us, and based on e representations made by e Directors and e Management, we certify at e Company has complied wi e conditions of corporate governance as stipulated in Clause 49 of e above mentioned Listing Agreement. We furer state at such compliance is neier an assurance as to e future viability of e Company nor of e efficiency or effectiveness wi which e Management has conducted e affairs of e Company. Place: Ahmedabad Date: 8 May, Annual Report Financial Institutions/Banks Body Corporate Indian Public NRI Any Oer Shares in Transit Total Ambar Patel Managing Director Auditors' Certificate on Corporate Governance For Deloitte Haskins & Sells Chartered Accountants (Registration No W) Gaurav J. Shah Partner (Membership No.35701) To e Members of Shilp Gravures Limited AUDITORS' REPORT 1. We have audited e attached Balance Sheet of SHILP GRAVURES ( e Company ) as at 31st March, 2010, e Profit and Loss Account and e Cash Flow Statement of e Company for e year ended on at date, bo annexed ereto. These financial statements are e responsibility of e Company's Management. Our responsibility is to express an opinion on ese financial statements based on our audit. 2. We conducted our audit in accordance wi e auditing standards generally accepted in India. Those Standards require at we plan and perform e audit to obtain reasonable assurance about wheer e financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting e amounts and e disclosures in e financial statements. An audit also includes assessing e accounting principles used and e significant estimates made by e Management, as well as evaluating e overall financial statement presentation. We believe at our audit provides a reasonable basis for our opinion. 3. As required by e Companies (Auditor's Report) Order, 2003 (CARO) issued by e Central Government in terms of Section 227(4A) of e Companies Act, 1956, we enclose in e Annexure a statement on e matters specified in paragraphs 4 and 5 of e said Order. 4. Furer to our comments in e Annexure referred to in paragraph 3 above, we report as follows: (a) we have obtained all e information and explanations which to e best of our knowledge and belief were necessary for e purposes of our audit; (b) in our opinion, proper books of account as required by law have been kept by e Company so far as it appears from our examination of ose books; (c) e Balance Sheet, e Profit and Loss Account and e Cash Flow Statement dealt wi by is report are in agreement wi e books of account; (d) in our opinion, e Balance Sheet, e Profit and Loss Account and e Cash Flow Statement dealt wi by is report are in compliance wi e Accounting Standards referred to in Section 211(3C) of e Companies Act, 1956; (e) in our opinion and to e best of our information and according to e explanations given to us, e said accounts give e information required by e Companies Act, 1956 in e manner so required and give a true and fair view in conformity wi e accounting principles generally accepted in India: (i) in e case of e Balance Sheet, of e state of affairs of e Company as at 31st March, 2010; (ii) in e case of e Profit and Loss Account, of e profit of e Company for e year ended on at date and (iii) in e case of e Cash Flow Statement, of e cash flows of e Company for e year ended on at date. 5. On e basis of e written representations received from e Directors as st on 31 March, 2010 taken on record by e Board of Directors, none of st e Directors is disqualified as on 31 March, 2010 from being appointed as a director in terms of Section 274(1)(g) of e Companies Act, Place: Ahmedabad Date: 8 May, 2010 For Deloitte Haskins & Sells Chartered Accountants (Registration No W) Gaurav J. Shah Partner (Membership No )

15 ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date on e accounts of Shilp Gravures Limited for e year ended on March 31, 2010) 1. The nature of e Company's activities and oer relevant facts are such at item (viii), (xiii) and (xiv) of paragraph 4 of e Order are not applicable to e Company. 2. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) As explained to us, e fixed assets were physically verified by e management in a phased periodical manner, which in our opinion is reasonable, having regard to e size of e Company and nature of its assets. No material discrepancies were noticed on such physical verification. (c) The Company has not disposed off substantial part of e fixed assets during e year. 3. (a) As informed to us, e inventories have been physically verified during e year by e management. In our opinion, e frequency of verification is reasonable. (b) In our opinion and according to e information and explanations given to us, e procedures of physical verification of inventories followed by e management are reasonable and adequate in relation to e size of e Company. (c) In our opinion and according to e information and explanations given to us, e Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of inventories. 4. (a) The Company has not granted any loans, secured or unsecured to any of e parties listed in e register maintained under section 301 of e Companies Act, 1956 hence e clause 3 (b), (c ) and (d) is not applicable to e Company. (b) The Company has taken unsecured loan from a company listed in e register maintained under section 301 of e Companies Act, The maximum amount involved during e year was Rs lacs and e yearend balance of loan taken from such parties (c) is 7 lacs. In our opinion and according to e information and explanations given to us, e rate of interest and oer terms and conditions on which such loan is taken are not prima facie prejudicial to e interest of e Company. ` (d) The Company is regular in repaying e principal amounts as stipulated and has been regular in e payment of interest and ere are no overdue amounts payable by e Company. 5. In our opinion and according to e information and explanations given to us, ere are adequate internal control systems commensurate wi e size of e Company and e nature of its business for purchase of inventories and fixed assets and for sale of goods and services. We have not observed any continuing failure to correct major weaknesses in such internal control system. 6. In respect of contracts or arrangements required to be entered in e register maintained in pursuance of Section 301 of e Companies Act, 1956, to e best of our knowledge and belief and according to e information and explanations given to us, we are of e opinion at; (a) of contracts or arrangements have been so entered. (b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to e prevailing market prices at e relevant time. 7. In our opinion and according to e information and explanations given to us, e Company has complied wi e provisions of sections 58A, 58AA or any oer relevant provisions of e Companies Act, 1956 and e Companies ( Acceptance of Deposit) Rules, 1975, wi regard to deposits accepted from e public. No order has been passed by e Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any oer Tribunal. 8. In our opinion, e Company has an internal audit system commensurate wi e size and nature of its business. Place: Ahmedabad Date: 8 May, 2010 GRAVURES 9. In respect of statutory dues: (a) According to e information and explanations given to us, e Company is generally regular in depositing undisputed statutory dues, including provident fund, employees' state insurance, income tax, weal tax, service tax, custom duty, cess and oer material statutory dues wi e appropriate auorities during e year. According to e information and explanations given to us, no undisputed amounts payable in respect of e aforesaid dues were outstanding as at 31st March, 2010 for a period of more an six mons from e date of becoming payable. (b) According to e information and explanations given to us, ere are no dues of income tax, sales tax, weal tax, service tax, customs duty and excise duty which have not been deposited on account of any dispute. 10. The Company does not have accumulated losses at e end of e financial year. The Company has not incurred cash losses during e financial year covered by e audit and in e immediately preceding financial year. 11. In our opinion and according to e information and explanations given to us, e Company has not defaulted in repayment of dues to financial institution or bank or debenture holders. 12. In our opinion and according to e information and explanations given to us, no loans and advances have been granted by e Company on e basis of security by way of pledge of shares, debentures and oer securities. 13. According to e information and explanations given to us, e Company has not given guarantees for loans taken by oers from banks and financial institutions. 14. In our opinion and according to e information and explanations given to us, e term loans have been applied for e purpose for which ey were raised. 15. According to e information and explanations given to us and on an overall examination of e balance sheet of e Company, funds raised on shortterm basis have, prima facie, not been used during e year for long term investment. 16. During e year, e Company has not made any preferential allotment of shares to parties and companies covered in e register maintained under Section 301 of e Companies Act, The Company has not issued any debentures during e year. 18. The Company has not raised any money by way of public issue during e year. 19. In our opinion and according to e information and explanations given to us, no material fraud on or by e Company was noticed or reported during e year. For Deloitte Haskins & Sells Chartered Accountants (Registration No W) Gaurav J. Shah Partner (Membership No.35701) 17 Annual Report

16 Balance Sheet as at 31st March, 2010 PARTICULARS SCHEDULE AS AT 31ST MARCH 2010 (Rs. In Lacs) AS AT 31ST MARCH 2009 SOURCES OF FUNDS : Shareholders' Funds: Share Capital Reserves and Surplus 2 2, , , , Loan Funds: Secured Loans 3 1, , Unsecured Loans , , Deferred Tax Liability (net) TOTAL 5, , APPLICATION OF FUNDS: Fixed Assets 5 Gross Block 8, , Less: Depreciation / Amortisation 3, , Net Block 4, , Capital Work in progress , , Investments: Current Assets, Loans And Advances : 7 Inventories Sundry Debtors 1, , Loans and Advances Cash and Bank Balances Total Currents Assets 2, , Less: Current Liabilities & Provisions: 8 1, , Net Current Assets 1, , Significant Accounting Policies and 16 Notes to Financial Statements TOTAL 5, , As per our report of even date attached Deloitte Haskins & Sells Chartered Accountants For and on behalf of e Board Ambar J. Patel Managing Director Roshan H. Shah Executive Director Gaurav J. Shah Partner Membership No Place : Ahmedabad Date : Gajanan V. Bhavsar Executive Director Place : Rakanpur Date : Yoshita S. Vora Company Secretary Annual Report

17 Profit and Loss Account for e year ended on 31st March 2010 (Rs. In Lacs) PARTICULARS SCHEDULE AS AT 31ST MARCH INCOME Sales and Services 9 4, , Oer Income Increase/(Decrease) in Stock , , EXPENDITURE Materials and Manufacturing Expenses 12 1, , Employee Emoluments Administrative, Selling & Oer Expenses Interest and Finance Charges Depreciation / Amortisation , , Profit Before Tax And Prior Period Adjustments Provision for Tax Current tax Weal Tax Deferred Tax Fringe Benefit Tax 6.00 Short / (Excess) provision of tax in earlier years (0.26) Add/(Less) Prior period Adjustments Profit After Tax And Prior Period Adjustments Balance Brought Forward 1, Amount Available for Appropriations 1, , Appropriations Transfer to General Reserve Proposed Dividend Tax on Proposed Dividend Balance Carried to Balance Sheet 1, , Earnings Per Share of e Face Value of Rs. 10 Each Basic and Diluted Significant Accounting Policies and 16 Notes to Financial Statements AS AT 31ST MARCH As per our report of even date attached Deloitte Haskins & Sells Chartered Accountants For and on behalf of e Board Ambar J. Patel Managing Director Roshan H. Shah Executive Director Gaurav J. Shah Partner Membership No Place : Ahmedabad Date : Gajanan V. Bhavsar Executive Director Place : Rakanpur Date : Yoshita S. Vora Company Secretary 17 Annual Report

18 Schedules 1 to 8 & 16 Annexed to and forming part of Balance Sheet as at 31st March 2010 PARTICULARS AS AT 31ST MARCH 2010 (Rs. In Lacs) AS AT 31ST MARCH 2009 Schedule 1 Share Capital Auorised: 65,00,000 Equity Shares of Rs.10 each Issued, Subscribed and Paidup: 61,49,800 Equity Shares of Rs. 10 each fully paid up Schedule 2 Reserves and Surplus Capital Reserve State Capital Investment Subsidy Balance as per last Balance Sheet General Reserve As per Last Balance Sheet Add : Transferred from Profit & Loss Account Profit and Loss Account Balance as per Profit and Loss Account 1, , Schedule 3 Secured Loans 2, , Term Loans From Banks Foreign Currency Loans Indian Rupee Loans Short Term Working Capital Loans From Banks 1, Hire Purchase Loans {Refer Note 3 of Schedule 16B} 1, , Schedule 4 Unsecured Loans Long Term From Financial Institution Fixed Deposits From Directors Fixed Deposits From Oers Inter Corporate Deposits Schedule 5 Fixed Assets (At Cost) As at April 1, Annual Report GROSS BLOCK Additions during e year Deletions / Adjustments during e year As at March 31/3/ , 2010 As at April 1, 2009 DEPRECIATION Additions during e year Deletions / Adjustments during e year As at March 31, 2010 As at March 31, 2010 (Rs. In Lacs) NET BLOCK As at March 31, 2009 Land Buildings Plant & Machinery 5, , , , , , Electrical Installations Furniture & Fixtures Office Equipments & Computers Vehicles Intangible Assets Total 7, , , , , , , Capital Work In Progress Total Fixed Assets 7, , , , , , , Previous Year 5, , , , , , ,758.99

19 Notes: 1. Additions during e year include fixed assets and goodwill acquired on acquisition of running businesses of M/s Shilp Gravures {Refer Note 2 of Schedule 16B} 2. Building includes Rs 100 towards one equity share fully paid up of Shree Kashi Parekh House Owner's Association 3. Plant and Machinery includes softwares being an integral part of plant and machinery PARTICULARS AS AT 31ST MARCH 2010 (Rs. In Lacs) AS AT 31ST MARCH 2009 SCHEDULE 6 INVESTMENTS (At Cost) Long Term Unquoted Trade 102,520 (P.Y. 92,520) Equity shares fully paid up of Rs 25/ each of Kalupur Commercial Cooperative Bank Ltd Non Trade units of Birla Sun Life Equity Fund units of DSP Black Rock Top 100 Equity Fund units of Kotak PSU Bank ETF units of Reliance Diversified Power Sector Fund (P.Y ) units of Reliance Banking Fund Less: Provision for diminution in value NAV as at 31st March 2010 Rs. 314,769 (P.Y. Rs. 3,399,950) Investment in Capital of a Partnership Firm M/s Shilp Gravures {Refer Note 2 of Schedule 16B} SCHEDULE 7 Current Assets, Loans and Advances Inventories Finished Goods Work in Process Raw Materials and Goods in Transit Packing Materials Stores, Spares & Consumables Sundry Debtors (Unsecured and considered good) Outstanding over six mons Oers 1, , , , Cash and Bank Balances Cash on hand Balances wi Scheduled Banks In Current Accounts In Margin Accounts In Fixed Deposit Accounts Loans and Advances (Unsecured and considered good) Advances recoverable in cash or kind or for value to be received Balances due from tax / statutory auorities Sundry deposit Advance Tax and TDS (Net of Provisions) Annual Report

20 PARTICULARS GRAVURES AS AT 31ST MARCH 2010 (Rs. In Lacs) AS AT 31ST MARCH 2009 SCHEDULE 8 Current Liabilities & Provisions Current Liabilities Sundry Creditors Advances from Customers Payable to erstwile partners of M/s Shilp Gravures* Payable on business acquisition** Unclaimed Dividend*** Statutory and oer liabilities *Refer Note B.2 of Schedule 16 ** Pertaining to acquisition of "A Consultant" and "A Designer" in e financial year **There is no amount due and outstanding to be credited to Investor Education and Protection Fund Provisions Provisions for Leave Enchashment Provisions for Gratuity Proposed Dividend and Dividend Tax , , Schedules 9 to 16 Annexed to and forming part of Profit & Loss Account for e year ended on 31st March 2010 (Rs. In Lacs) PARTICULARS SCHEDULE 9 Sales and Services Sales 3, , Less : Excise Duty , , Job Work Sales 1, , Less : Service Tax , , Trading Sales Oer Sales Less : Discount on sales , , SCHEDULE 10 Oer Income Dividend From Long Term Investments Interest on investment 0.22 Share from partnership firm (upto April 15, 2009) Recovery of Bad debts written off in earlier years Rent Income Gain on foreign exchange rate fluctuation Write back of provision for diminution in value of Long term Investments Profit on sale of fixed assets 2.17 Miscelleneous Income SCHEDULE 11 Increase / (Decrease) In Stock Closing Stock Finished Goods Work In Process Less : Opening Stock Finished goods Work In Process Annual Report FOR THE YEAR ENDED 31ST MARCH 2010 FOR THE YEAR ENDED 31ST MARCH 2009

21 PARTICULARS FOR THE YEAR ENDED 31ST MARCH 2010 (Rs. In Lacs) FOR THE YEAR ENDED 31ST MARCH 2009 SCHEDULE 12 Materials and Manufacturing Expenses Purchase of traded goods Raw Materials Consumed 1, , Stores, Spares & Consumables Packing Materials Consumed Loss of materials on fire {Refer Note 9 o Schedule 16B} Power, Fuel & Electricity Repairs and Maintenance Plant & Machinery Building Oers Laboratory, Reaserch & Development Expenses Factory Expenses , , SCHEDULE 13 Employees Emoluments Salaries & Wages Contributions to Provident and oer funds Welfare Expenses SCHEDULE 14 Administrative, Selling and Oer Expenses Rent, Rates & Taxes Legal and Professional Charges Conveyance and Travelling Communication Expenses Stationary and Printing Subscriptions and Memberships Insurance Premium Office Electricity Expenses Auditors Remuneration Computer Expenses Bad debts Donation Clearing & Forwarding Sales Commission To Sole Selling Agent To Oers Advertisement and Business Promotion Loss on foreign exchange rate fluctuation Provision for diminution in value of Long term investments Loss on sale of Fixed assets 5.17 Miscellaneous Expenses SCHEDULE 15 Interest and Finance Charges On term loans On working capital loans Oers Less : Interest Income Bank Charges Annual Report

22 SCHEDULE 16 Significant Accounting Policies and Notes to Financial Statements A.Significant Accounting Policies 1. Accounting Convention The financial statements are prepared under e historical cost convention on e Accrual Concept of accountancy in accordance wi e accounting principles generally accepted in India and comply wi e accounting standards issued by e Institute of Chartered Accountants of India to e extent applicable and wi e relevant provisions of e Companies Act, Use of Estimates The preparation of financial statements requires estimates and assumptions to be made at affect e reported amount of assets and liabilities on e date of e financial statements and e reported amount of revenues and expenses during e reporting period. Difference between e actual result and estimates are recognized in e period in which e results are known / materialized. 3. Tangible Fixed Assets Fixed assets are stated at cost of acquisition / construction less accumulated depreciation, amortization and impairment loss (if any). Cost comprises of purchase price, import duties and oer nonrefundable taxes or levies and any directly attributable cost to bring e assets ready for its intended use. Direct expenses, as well as pro rata identifiable indirect expenses on projects during e year of construction are capitalized. Capital assets under erection / installation are stated in e Balance Sheet as Capital Work in Progress. 4. Intangible Assets Intangible assets are stated at cost of acquisition / cost incurred less accumulated amortization. 5. Depreciation / Amortization All tangible fixed assets, except freehold land, leasehold land and capital work in progress, are depreciated on a straight line meod at e rates and in e manner prescribed in Schedule XIV of e Companies' Act, Softwares are depreciated over five years. Purchased goodwill is amortized over a period of five years from e year in which it is acquired. 6. Impairment of Assets Consideration is given at each balance sheet date to determine wheer ere is any indication of impairment of e carrying amount of e company's each class of e fixed assets. If any indication exists, an asset's recoverable amount is estimated. An impairment loss is recognized whenever e carrying amount of an asset exceeds its recoverable amount. The recoverable amount is e greater of e net selling price and value in use. In assessing value in use, e estimated future cash flows are discounted to eir present value based on an appropriate discount factor. 7. Investments Current investments are carried at e lower of cost or market value computed category wise. Long term investments are stated at cost. Provision for diminution in e value of long term investments is made, only if, in e opinion of e management, such a decline is regarded as being oer an temporary. 8. Inventories Raw materials, packing materials, stores, spares and consumables are valued at lower of cost (net of refundable taxes and duties) or net realizable value. The cost of ese items of inventory comprises of cost of purchase and oer incidental costs incurred to bring e inventories to eir present location and condition. Work in progress and finished goods are valued at lower of cost or net realizable value. The cost of work in process and finished goods includes cost of conversion and oer costs incurred to bring e inventories to eir present location and condition. Cost of inventories is determined on First In First Out basis. Excise Duty in respect of finished goods lying in factory premises are provided for and included in valuation of inventory. 9. Revenue Recognition Revenue from sale of engraved rollers is recognized on dispatch of goods to customers and when significant risk and rewards of ownership of e goods is transferred to e buyer. Revenue from engraving services on rollers supplied by customers is recognized once e services are rendered on e basis of completed service contract meod. Interest income is accrued on a time basis, by reference to e principal outstanding and at e effective interest rate applicable. Dividend income from investments is recognized when e shareholders' rights to receive payment have been established. 10. Foreign Currency Transactions Transactions denominated in foreign currencies are normally recorded at e exchange rates prevailing at e date of e transaction. Monetary items denominated in foreign currencies at e year end are restated at e year end rates. Non monetary items are carried at historical costs. Exchange difference arising on settlement of foreign currency transactions or restatement of foreign currency denominated monetary assets and liabilities are recognized in e Profit and Loss Account. 11. Employee Benefits Defined Contribution Plans: The Company's contribution paid / payable for e year to provident fund, superannuation fund and ESIC are recognized in e profit and loss account. Defined Benefit Plan: The Company's liabilities towards gratuity and leave encashment are determined using e projected unit credit meod which considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up e final obligation. Past services are recognized on a straight line basis over e average period until e amended benefits become vested. Actuarial gain and losses are recognized immediately in e profit and loss account as income or expense. Obligation is measured at e present value of estimated future cash flows using a discounted rate at is determined by reference to market yields at e balance sheet date on Government bonds where e currency and terms of e Government bonds are consistent wi e currency and estimated terms of e defined benefit obligation. All oer shortterm employee benefits are recognized as an expense at e undiscounted amount in e profit and loss account of e year in which e related service is rendered. 12. Borrowing Costs Borrowing costs at are directly attributable to e acquisition, construction or production of qualifying assets are capitalized as part of e cost of such assets. All oer borrowing costs are recognized as expense in e period in which ey are incurred. 13. Provision for Tax Tax expenses for a year comprise of current tax and deferred tax. Provision for current tax is determined based on assessable profits of e Company as determined under e Income Tax Act, Provision for deferred tax is determined based on e effect of timing difference between e assessable profits under e Income Tax Act and e profits as per e Profit and Loss Account. Deferred tax assets, oer an ose from carry forward losses and unabsorbed depreciation, are recognized only to e extent at ere is reasonable certainty at sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets arising from carry forward losses and unabsorbed depreciation, are recognized and carried forward only to e extent at ere is a virtual certainty at sufficient future taxable income will be available against which such deferred tax assets can be realized Annual Report

23 14. Provisions, Contingent Liabilities and Contingent Assets Provisions are recognized for when e Company has at present, legal or contractual obligation as a result of past events, only if it is probable at an outflow of resources embodying economic benefits will be required and if e amount involved can be measured reliably. Contingent liabilities being a possible obligation as a result of past events, e existence of which will be confirmed only by e occurrence or non occurrence of one or more future events not wholly in e control of e Company, are not recognized in e accounts. The nature of such liabilities and an estimate of its financial effect are disclosed in e Notes to Financial Statements. Contingent assets are neier recognized nor disclosed in e financial statements. B. Notes to e financial statements 1. Estimated amount of contracts remaining to be executed on capital accounts not provided for (Net of Advances) Rs Lacs (P.Y. Rs Lacs). 2. The Company was a partner and held 51% share in e profits/loss of M/s Shilp Gravures, a partnership firm engaged in e business of manufacturing chemical etched gravure rollers. On April 16, 2009 a deed of retirement / dissolution of partnership was entered into by e partners of e said partnership firm pursuant to which e partnership was dissolved w.e.f April 15, In accordance wi e dissolution deed, e Company has taken over e business of e partnership firm as a going concern along wi all e assets (including intangible assets) and liabilities as appearing in e books of account of e firm. All partners of e partnership firm oer an e Company shall be paid amounts standing to e credit of eir accounts as at April 15, 2009 towards full and final settlement of eir dues as partners upon e dissolution of e partnership firm. The partners are entitled to recover interest at e rate of 9% p.a. on e unpaid amount till April 15, 2010 and ereafter e unpaid amount if any, shall carry interest at e rate of 11% p.a. Accordingly, e following assets and liabilities have been acquired by e Company Tangible Fixed Assets Intangible Asset (goodwill) Investments Current Assets Loans and Advances Total Assets Less : Current liabilities and Provisions Net Assets taken over Balance of e Company in e partnership firm Balance Payable to oer partners Amount Term loans amounting to Rs Lacs(P.Y. Rs Lacs) and working capital loans of Rs Lacs (P.Y. Rs Lacs) from ABN AMRO Bank are secured by exclusive charge over fixed assets created / to be created out of e said loan and furer secured by mortgage of immovable properties situated at e registered office of e Company and furer secured by personal guarantee of all e promoter directors. Term loan from Kalupur Commercial Cooperative Bank Limited amounting to Rs Lacs (P.Y. Rs Lacs) is secured by exclusive charge over entire movable plant and machinery, bo present and future lying at e factory premises of e Company at Baroda and furer secured by personal guarantee of some of e promoter directors. Working capital loan from Kalupur Commercial Cooperative Bank Ltd of Rs Lacs (P.Y. Rs Lacs) and from Standard Chartered Bank of Rs Lacs (P.Y. Rs Lacs) are secured GRAVURES by present and future book debts and inventories of e Company and furer secured by personal guarantee of some of e promoter directors. Term loan from Citi Bank amounting to Rs Lacs (P.Y. ) is secured by exclusive charge over plant and machinery created out of at loan. Hire purchase finances are secured by hypoecation of respective assets. Unsecured loan from financial institution amounting to Rs lacs includes loan from Life Insurance Corporation of India which is availed against Keyman Insurance Policies of e key employees of e Company. 4. Deferred Income Tax Major components of deferred tax liability are as follows Opening balance of deferred tax asset / (liability) Deferred Tax Liability Depreciation Deferred Tax Assets Disallowance under e Income Tax Act, 1961 Provision for deferred tax asset /(liability) (Net) As at March 31, 2010 (Rs. in Lacs) (157.80) (18.17) 0.04 (18.13) As at March 31, 2009 (Rs. in Lacs) (307.87) (158.86) 17 Annual Report (157.80) 5. Employee Benefits The present value of gratuity and leave encashment obligations is determined based on actuarial valuation using e Projected Unit Credit Meod, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up e final obligation. As per Accounting Standard 15 Employee Benefits, e disclosures of Employee benefits as defined in e Accounting Standard are given below: Details of post retirement benefits are as follows: 1. Defined Benefit Plans I. Expenses recognized during e year: Current service cost Interest Cost Expected return on plan assets Net actuarial losses (gains) Total Gratuity (Rs. in Lacs) (3.50) (10.11) Leave Encashment (Rs. in Lacs) (0.84) 1.70 II. Reconciliation of opening and closing balances of defined benefit obligation: Defined benefit obligation at beginning of e year Service cost Service cost Interest cost Actuarial losses (gains) Losses (gains) on curtailments Liabilities extinguished on settlements Benefits paid Defined benefit obligation at year end Gratuity (Rs. in Lacs) Leave Encashment (Rs. in Lacs) (0.84) (2.00) 17.76

24 III. Reconciliation of Opening and Closing balances of fair value of plan assets: Fair value of plan assets as at April 1, 2009 Expected return on plan assets Actuarial gains and (losses) Contributions by employer Benefits paid Fair value of plan assets at year end IV. Investment details: Insurance Company V. Actuarial Assumptions: Mortality Table (LIC) Gratuity (Rs. in Lacs) (7.89) Annual Report Leave Encashment (Rs. in Lacs) 2.00 (2.00) % invested as at March 31, 2010 Gratuity (Ultimate) 100% Leave Encashment (Ultimate) Discount Rate (per annum) 8.20% 8.20% Expected Return on plan 9% 9% assets (per annum) Rate of escalation in salary (per annum) 6% 6% 2. Defined Contribution Plans. Contribution of Defined Contribution Plan, recognized as expense for e year as under: (Rs.in Lacs) (Rs.in Lacs) Employer's Contribution to Provident Fund Employers' Contribution to Superannuation Fund Employers' Contribution to ESIC In e absence of any information from vender's regarding e status of eir registration under e Micro Small and Medium Enterprise Development Act 2006 e company is unable to comply wi e disclosures required to be made under e said Act. 7. Balances of receivables, payables and loans and advances parties are subject to eir confirmations. These balances are erefore, subject to adjustments, if any, as may be required on settlement of ese balances wi e parties. 8. Disclosures in respect of assets acquired under lease and hire purchase arrangements: The Company has taken vehicles on hire purchase financing and hire purchase installments amounting to Rs Lacs (P.Y. Rs.4.93 Lacs) have been charged to e profit and loss account. The future minimum hire purchase installments are as under: As at March 31, 2010 (Rs.in Lacs) As at March 31, 2009 (Rs.in Lacs) Not later an 1 year Later an 1 year but not later an 5 years. The Company has taken immovable properties on operating lease and lease rent amounting to Rs Lacs (P.Y. Rs Lacs) have been charged to e profit and loss account. The future minimum hire purchase installments are as under: As at As at March 31, 2010 March 31, 2009 (Rs.in Lacs) (Rs.in Lacs) Not later an 1 year Later an 1 year but not later an 5 years During e year, a fire took place in e Company's factory premises at Rakanpur, resulting in partial destruction of stock, consumables, plant and machinery and building. The Company has lodged a claim wi e insurance company and e surveyor's report assessing e loss is awaited. Pending e settlement of e claim, e Company has accounted for loss of Rs lacs pertaining to e partial destruction of stores, consumables and oer materials. Necessary accounting entries in respect of e insurance claim and for e loss of plant and machinery and building will be passed in e year of settlement of claim wi e insurance company. 10. The Profit and loss accounts includes: a) Auditors' Remuneration Audit fees Tax Audit Fees Certification fees Total b) Directors' Remuneration (Rs.in Lacs) Salaries and allowances Contribution to PF and oer funds Total 11. Earnings Per Share (EPS) Basic and Diluted 12. Prior period adjustments includes: Depreciation written back Total 13. Related Party Disclosures: (Rs.in Lacs) Profit attributable to (Rs.in Lacs) equity shareholders Nominal Value of equity share Rs. Weighted average number of Nos. ordinary equity shares for Basic EPS Basic and Diluted EPS (Rs.in Lacs) a) Related parties and eir relationship Name of e related party Relationship M/s.Shilp Gravures Mr. Ambar J. Patel Mr. Roshan Shah Mr. G.V. Bhavsar Mr. Narendra Patil Mr. Atul Vinchhi Rs (Rs.in Lacs) (Rs.in Lacs) (Rs.in Lacs) (38.36) (38.36) Associate Concern (taken over w.e.f 16 April, 2009 Key Management Personnel Key Management Personnel Key Management Personnel Individual exercising significant influence over e enterprise Individual exercising significant influence over e enterprise

25 Dr. B. V. Patel Mr.Vialdas H. Patel Mr.Vishnu V. Patel Shilp Ultratech Pvt. Ltd. Stylus Infrastructure Pvt. Ltd. Carol Enterprise Carol Mr. Deval A. Patel Mr. Siddhar N. Patil Nature of transactions Sale of goods Rent Paid Rent Received Services received Reimbursements Interest Paid Acceptance of Fixed Deposit Repayments of Deposits Investments Dividends paid Remuneration Outstanding balance (Cr.) Associates / Joint Ventures (Rs. in Lacs) 1.52 (3.88) 0.10 (2.40) (2.55) (0.42) (38.00) (230.79) Individual exercising significant influence over e enterprise Individual exercising significant influence over e enterprise Individual exercising significant influence over e enterprise Entity controlled by Key Management Personnel Entity controlled by Key Management Personnel Entity controlled by Key Management Personnel Entity controlled by Key Management Personnel Relative of Key Management Personnel Relative of Key Management Personnel b) Transactions wi related parties (figures in brackets represent previous year numbers) Investments Dividends paid Key Management Personnel and eir relatives (Rs. in Lacs) 9.43 (4.03) 5.00 (56.00) (16.45) (24.94) (100.77) (85.80) Entities controlled by Key Management Personnel (Rs.in Lacs) (0.29) 0.90 (0.90) (5.44) (1.10) (0.17) (109.00) (10.00) (98.00) Individuals exercising significant influence over e enterprise (Rs.in Lacs) (1.53) (39.00) (1.00) 7.94 (16.25) (12.00) (58.55) Total (Rs.in Lacs) 1.52 (4.17) 0.10 (2.40) 0.90 (0.90) (7.99) (1.10) (6.15) (242.00) (54.90) (230.79) (41.19) (112.77) (242.35) c) Disclosure in respect of material transactions wi related parties Name of e related party (Rs.in Lacs) (Rs.in Lacs) Services Rendered M/s.Shilp Gravures 2.55 Shilp Ultratech Pvt. Ltd Interest Paid Dr. Baldev Patel Narendra R. Patil Stylus Infrastructure Pvt. Ltd Carol Enterprise Carol Acceptance of Dr. Baldev Patel Fixed Deposit Stylus Infrastructure Pvt. Ltd. Repayment of Fixed Deposit Narendra R. Patil Stylus Infrastructure Pvt. Ltd. M/s.Shilp Gravures Mr. Ambar J. Patel Dividends paid Remuneration Outstanding Balance (Cr.) Mr. Atul Vinchhi Mr. G.V. Bhavsar Dr. B. V. Patel Mr. Ambar J. Patel Mr. Roshan Shah Mr. Narendra Patil Mr. Atul Vinchhi Mr. G.V. Bhavsar Mr.Vishnu V. Patel Mr. Narendra Patil Dr. Baldev Patel Stylus Infrastructure Pvt. Ltd. GRAVURES Annual Report Segment Reporting The Company has identified two reportable segments viz (i) manufacture of engraved copper rollers and (ii) energy generation rough wind mill. The segment revenue, results, assets and liabilities include e respective amounts identifiable to each of e segment and amount allocated on a reasonable basis by management. Disclosures required under AS 17 Segment Reporting are as under: (figures in brackets represent previous year numbers) Sales Less: Inter segment sales Segment revenue Segment results Capital Employed Engraved Copper Roller ( ) ( ) (540.27) ( ) Wind Mill (65.95) (65.95) (41.02) (199.00) Oers (426.34) (426.34) (43.52) (469.12) Total ( ) (65.95) ( ) (624.81) ( ) 15. Financial and derivative instruments i. For hedging currency and interest related risks As at As at March 31, 2010 March 31, 2009 Currency Swap Forward Contract Total Amounts receivable in foreign currency Amounts payable in foreign currency Amounts Payable in foreign currency against Foreign Loan Amounts Payable in foreign currency against Foreign Loan Interest Foreign Currency (In Lacs) USD 0.31 CHF 0.49 EUR 1.43 USD 1.12 USD USD ii. All derivative and financial instruments acquired by e Company are for hedging purposes only. iii. The year end foreign currency exposures at have not been hedged by any derivate instrument or oerwise are as under: Indian Currency (Equivalent Rs. in Lacs) Comparative figures of e previous year do not include e figures of M/s Shilp Gravures a partnership firm which was acquired during e year. Consequently, to at extent e previous year figures are not comparable wi e figures for e year ended on March 31, 2010.

26 17. Previous year figures have been regrouped / rearranged wherever necessary. 18. Additional information pursuant to e provisions of Clause 3, 4C and 4D of Part II of Schedule VI of e Companies Act, The Ministry of Company Affairs, Government of India, vide its Order No. 46/1/2007CL III dated 8 February 2007 issued under Section 211(4) of e Companies Act, 1956 has exempted e Company from disclosures of quantitative details in e Profit and Loss Account under paras 3(i) (a), 3(ii)(a) and 3(ii)(b) of Part II, Schedule VI to e Companies Act, a) in respect of goods manufactured, licensed and installed capacities Product Engraved Copper Rollers Engraved Screen Ink Proofing Machine Web Guiding, Web Monitoring and Controlling System Printing Plates Unit 1000 Sq.mm Licensed Capacity N.A. N.A Nos. N.A. N.A Nos. N.A. N.A. Installed Capacity Annual Report Actual Production Nos. N.A. N.A Sq. Cm. N.A. N.A b) Stock of finished goods and sales : Engraved Copper Rollers Opening stock Sales Closing stock Quantity (TMM) c) Ink Proofing Machine : Opening stock Sales Closing stock Amount d) Web Guiding, Web Monitoring and Controlling System : Opening stock Sales Closing stock Quantity (Nos) Quantity (Nos) 273 Quantity (TMM) Amount Amount Amount Quantity (Nos) Quantity (Nos) 97 Amount Amount e) Printing Plates : Opening stock Sales Closing stock f) Engraved Screen : g) Trading Purchase and Sales : Opening stock Purchases Sales Closing stock Quantity (Nos) Amount Quantity ( Nos) Amount Opening stock Sales Closing stock h) Details for Consumption of Raw Material: Item M.S Roller M.S. Pipe M.S. Plate Scrap Cylinder Round Bars Copper Ink Proof M/c Screen Oers Total 1000 sq. mm. Kg Kg Kg Kg Kgs Quantity (Sq. Cm) Amount (Rs.in Lacs) Quantity (Sq. Cm) Qty Qty Amount (Rs.in Lacs) i) Consumption of Raw Materials, Stores and Spares Raw Materials Imported Indigenous Total Unit Rs. in lacs % Rs. in lacs % Stores and Spares Imported Indigenous Total j) CIF Value of Import Capital Goods Raw Material Trading Stores, Spares & Components Total

27 k) Earnings in foreign currency F.O.B. Value Sales Trading Sales Notes GRAVURES I) Expenditure in foreign currency Director Foreign Travelling Staff Foreign Travelling Bank Charges Exhibition Repairs and maintenance Total m) Remittance on account of Dividend to NonResident Shareholders : (i) Remitted in Foreign Currency Year to which Dividend relates Year Ended March 31,2009 Year Ended March 31,2008 Amount of Dividend remitted (Rs. In Lacs) Number of NonResident Shareholders to whom remittance was made Number of Shares held on which Dividend was due and remitted 339, ,800 Face Value of each share(rs.) (ii) Remitted to eir Banks in India Year to which Dividend relates Amount of Dividend remitted (Rs. In Lacs) Number of NonResident Shareholders to whom remittance was made Year Ended Year Ended March 31,2009 March 31, Number of Shares held on which Dividend was due and remitted Face Value of each share(rs.) Signatures to Schedules 1 to 16 As per our report of even date attached For and on behalf of e Board For Deloitte Haskins & Sells Ambar J. Patel Roshan H. Shah Chartered Accountants Managing Director Executive Director Gaurav J. Shah Gajanan V Bhavsar Yoshita S. Vora Partner Executive Director Company Secretary Membership No Place:Ahmedabad Place:Rakanpur Date:08/05/2010 Date: 08/05/ Annual Report

28 Cash Flow Statement for e year ended on March 31, 2010 (Rs. In Lacs) A. CASH FLOW FROM OPERATING ACTIVITIES Net profit before tax as per e Profit and Loss Account Adjustments for : Depreciation Bad debts Interest and Financial charges Interest Income (0.22) Dividend Income (5.24) (6.09) Profit on Sale of Fixed Assets (2.17) 5.17 Unrealised (Gain)/Loss on Foreign Exchange Rate Fluctuation (63.73) Share in Profit of Partnership firm (0.51) (21.61) Provision/(Write back of provision) for diminution in value of investments (17.71) Discount on sales Provision for Leave and Gratuity Liabilities written back (1.16) Operating profit before working capital changes 1, , Adjustments for : Trade Receivables (279.82) (155.61) Inventories (189.46) (82.90) Loans and Advances 3.04 (13.74) Trade Payables and Provisions (453.16) (185.05) Cash Generated From Operations 1, Taxes paid Net Cash From Operating Activities B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (1,060.33) (1,389.37) Sale of Fixed Assets Purchase of Investments (2.50) (10.63) Sale of Investments Investment in partnership firm (25.00) (252.39) Sale of investment in partnership firm Share of profit in Partnership firm Dividend Received Interest Received 0.22 Net Cash used in Investing Activities (717.64) (1,601.54) C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from / (Repayment of) Long Term Loans InterCorporate Deposits taken / (given/ repaid) Interest and financial charges Dividend Paid Dividend Tax Paid Net Cash used in Financing Activities Net changes in Cash & Cash Equivalents (A+B+C) (185.81) (253.50) (231.06) (61.50) (129.15) (10.45) (21.95) (249.78) (16.19) Cash and Cash Equivalents at e beginning of e year {Refer Note 1} Cash and Cash Equivalents at e end of e year {Refer Note 1} Note : The above Cash Flow Statement has been prepared under e "Indirect Meod" as set out in Accounting Standard 3 on Cash Flow Statement issued by e Institute of Chartered Accountants of India Note 1 : Cash and Cash Equivalents included in e cash flow statement comprise balance sheet amounts Annual Report

29 Cash and Bank Balances Cash on hand Imprest cash Balances wi Scheduled Banks In Current Accounts In Margin Accounts In Fixed Deposit Accounts Unrealised (Gain)/Loss of foreign exchange fluctuation 0.10 (0.02) Cash and cash equivalents as restated As per our report of even date attached Deloitte Haskins & Sells Chartered Accountants For and on behalf of e Board Ambar J. Patel Managing Director Roshan H. Shah Executive Director Gaurav J. Shah Gajanan V. Bhavsar Yoshita S. Vora Partner Executive Director Company Secretary Membership No Place: Ahmedabad Place: Ahmedabad Date: 08/05/2010 Date: 08/05/2010 SCHEDULE BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE: I Registration Details : Registration No State Code 04 Balance Sheet Date 31st March 2010 II Capital Raised During e Year (Rs. In Thousand) Public Issue NIL Rights Issue NIL Bonus Issue NIL Private Placement NIL III Position of Mobilisation and Deployment of Funds: (Rs. In Thousand) Total Liabilites Total Assets Sources of Funds: Paidup Capital Reserves & Surplus Secured Loans Unsecured Loans Application of Funds: Net Fixed Assets Investments 2878 Net Current Assets IV Performance of e Company: (Rs.in Thousand except Dividend rate & EPS) Turnover (including oer income) Total Expenditure (including miscellaneous expenditure written off) Profit before tax Profit after tax Dividend Rate (%) % EPS (IN RUPEES) Before Exceptional Item 8.34 EPS (IN RUPEES) After Exceptional Item 8.34 V Generic Name of e Principal Products, Service of e Company (As per Monetary terms) Product Description Item Code No. (ITC CODE) GRAVURED ROLLER ENGRAVED SCREENS INK PROOFING MACHINE Annual Report

30 To Sharepro Services (India) Pvt Ltd. Unit SHILP GRAVURES , 4 Floor, Devnandan Mall, Opp Sanyansh Ashram, Ellisbridge, Ahmedabad (In case of Physical Holding) Dear Sir, Electronic Clearing Service Mandate Form To The Depository Participant Concerned (In case of Electronic Holding) Form for Electronic Clearing Services for payment of dividend Please fill in e information in CAPITAL LETTERS. Please TICK wherever is applicable. For shares held in physical form Registered Folio No. For shares held in electronic form (Shareholders holding shares in electronic form should forward is form to eir respective Depository participant) DP ID: I N CLIENT ID: Name of e First Holder First Holder s Address Bank Name Branch Name and Address: Branch Code: (9 Digits code number appearing on e MICR Band of e cheque supplied by e Bank. Please attach a Xerox copy of a cheque or a blank cheque of your bank duly cancelled for ensuring accuracy of e bank name, branch name and code number) Account Type: Savings Current Cash Credit Account No. Date from which e mandate should be effective: I hereby declare at e particulars given above are correct and complete. If any transaction is delayed or not effected at all for reasons of incomplete or incorrect information, I shall not hold Shilp Gravures Limited or Sharepro Services (India) Pvt. Ltd. responsible. I also undertake to inform about any change in e particulars of my account to facilitate updation of records for purpose of credit of dividend amount rough ECS. PLACE: DATE: (Sign at u r e of Sole/ First holder) Annual Report

31 SHILP GRAVURES Registered Office : 780, Pramukh Ind. Estate. Village Rakanpur, Tal. Kalol, Dist. Gandhinagar Gujarat India. ANNUAL GENERAL MEETING PROXY FORM I/We Of being a Member/Members of SHILP GRAVURES hereby appoint of or failing him / her of as my / our Proxy/ representative to attend and vote for me/us on my/our behalf at e 17TH ANNUAL GENERAL MEETING of e Company to be held at e Registered Office of e company to be held on Saturday 7 August, 2010 at 4.00 p.m. and any adjournment ere of. Signed is... day of Ledger Folio No.... DP ID*... Client ID*... No of Shares Held... * Applicable for e Members holding Shares in electronic form. Note : (1) This form duly completed and signed should be deposited at e Registered Office of e Company not less an 48 hours before e meeting. (2) The proxy not be a member of e Company. Affix 1 Rupess Revenue Stamp ( Signature of e Member ) SHILP GRAVURES Registered Office : 780, Pramukh Ind. Estate. Village Rakanpur, Tal. Kalol, Dist. Gandhinagar Gujarat India. ATTENDANCE SLIP TO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL Full Name of e Member attending (In Block Letters) Full Name of e Proxy (In Block Letters) ( To be filled in if e proxy attends instead of e Member ) I hereby record my presence at e 17 ANNUAL GENERAL MEETING of e Company at 4.00 p.m. on Saturday, 7 August, 2010 at e Registered Office of e Company. Ledger Folio No.... DP ID*... Client ID*... No of Shares Held... * Applicable for e Members holding Shares in electronic form (Member's / Proxy Signature) (To be signed at e time of handing over is slip.) 17 Annual Report

32 BOOKPOST To, GRAVURES If undelivered, please return to : REGISTRAR & SHARE TRANSFER AGENT : Sharepro Services (India) Pvt. Ltd , 4 Floor, Devnandan Mall, Opp. Sanyash Ashram, Ellisbridge, Ahmedabad sharepro@shareproservices.com ANNUAL REPORT Tirupati