VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

BOARD OF DIRECTORS
Dr. CHIMANBHAI KHODIDAS PATEL DHIRAJBHAI KARSANDAS PATEL AMBALALBHAI K. PATEL BHARATBHAI M. SHAH KETANBHAI C. PATEL THAKARSHIBHAI M. PATEL GHANSHYAMBHAI D. KEWADIA Dr. DINESHKUMAR H PATEL Chairman Cum Executive Director Managing Director Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Executive Director

COMPANY SECRETARY
NEHA B. PATEL

AUDITORS
B.A. RAJAPARA & CO. Chartered Accountants 707, Samruddhi:, Nr. Sattar Taluka Society, Opp. Sakar III, Ashram Road, Ahmedabad 380 014.

BANKERS
PUNJAB NATIONAL BANK Popular House, Ashram Road, Ahmedabad 380 009.

SHARE TRANSFER AGENT:

BIGSHARE SERVICES PVT. LTD. E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072.

FACTORY:
Unit-I At Dhanot, Chhatral Kadi Road, Tal. Kalol, Dist. Gandhinagar, Gujarat (INDIA)

Unit-II At Indrad, S. No. 322, Chhatral- Kadi Road, Tal. Kadi, Dist. Mehsana, Gujarat (INDIA)

REGISTERED OFFICE:
101, Classic Avenue, Opp. Sales India, Ashram Road, Ahmedabad 380 009. 1

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

DIRECTORS REPORTS
Dear Members, Your directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2010. FINANCIAL RESULTS The financial results are as under: Turn over Profit before Tax Provision for Taxation: Profit after Tax Balance Brought Forward Balance profit available for Appropriation. APPROPRIATIONS General Reserves Proposed Dividend Provision for Dividend Tax Balance carried to Balance Sheet FOREIGN EXCHANGE EARNING AND OUTGO During the year Company has earned foreign exchange of US $ 1,92,249/(Previous Year US $ 1,23,375/-) amounting Rs.85,48,271/- (Previous year Rs.50,92,456/-) on FOB basis against export sales. The Company has not spent any foreign exchange during the year on R& D Chemical expenses (previous year US $ 463 i.e. Rs. 24136/-) & has spent US $ 6451/- i.e. Rs. 303650/- (Previous year US $ 16822/- amounting Rs.718880) on sales commission. During the year foreign exchange amounting to Rs. 89,00,302/- (Previous year Rs.1,06,16,794) is remitted for import of raw materials on CIF basis. During the year Company has also remitted US $ 270.67 (Previous Year US $ 520/-) amounting to Rs.12,800/- (Previous Year RS. Rs.25,350/-) towards payment of dividend to NRI shareholders. DIRECTORS: Shri Ambalal K. Patel and Shri Ketanbhai C. Patel, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors. REAPPOINTMENT OF SHRI D. K. PATAEL AS MANAGING DIREACTOR. Shri Dhirajbhai K. Patel, Managing Director, was reappointed by the Board for further period of three years from 26th September, 2009, on the terms and conditions as stated in the Notice convening the Annual General Meeting. The reappointment is subject to your approval. APPOINTMENT OF SHRI C. K. PATEL AS EXECUTIVE DIRECTOR. Shri Chimanbhai K. Patel, is the Chairman and Technical Advisor of the Company. The Board have decided to appoint him as an Executive Director (Technical), for the period of five years from 1st August, 2010, on the terms and conditions as stated in the Notice convening the Annual General Meeting. The appointment is subject to your approval. DEMATERIALISATION OF SHARES: To provide better and smooth services to the shareholders, the Companys Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible. CORPORATE GOVERNANCE: As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report. INSURANCE: The assets of the company are adequately insured against various risks. AUDITORS: You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and has confirmed their re-appointment, if made shall be within the limits of Section 224(1B) of the Companies Act,1956. APPRECIATION: The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company. on behalf of Board of Directors FOR, VIKRAM THERMO (INDIA) LIMITED Registered Office : 101,Classic Avenue, Opp. Sales India, Ashram Road, Ahmedabad 380009 Date: 29th July, 2010

2009-2010 205,286,110 30,375,907 10,373,124 20,002,783 29,214,535 49,217,317 ========== 1,000,000 5,582,570 948,758 41,685,989 49,217,317 ===========

2008-2009 171,858,277 22,978,589 8,423,822 14,554,767 21,891,095 36,445,862 ========== 700,000 5,582,570 948,758 29,214,534 36,445,862 ===========

DIVIDEND Your directors are pleased to recommend payment of dividend @ 10% (Previous year also 10%) on the paid up Equity Share Capital of the Company. Your directors feel that members will appreciate the same. The dividend payout will result in a total outflow of Rs.65,31,328/- (Previous Year Rs. 65,31,328/-). OPERATIONS During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 20,52,86,110/- (Previous Year Rs. 17,18,58,277/-) which reflects more than 19% rise. The gross profit has also increased from Rs. 2,29,78,589/- to Rs. 3,03,75,907/- which reflects sound performance of the Company. Though the economic situation in the country as a whole, was not satisfactory, your directors have left no stone unturned for upliftment of the Company. Members will appreciate that the Company is gradually marching towards sound progress and prosperity. FIX DEPOSIT The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956. GRATUITY The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 2,62,093/- was made towards this fund (Previous year Rs. 2,71,975/- ). PARTICULARS OF THE EMPLOYEES There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956. POLLUTION AND ENERGY CONSERVATION Pursuant to Section 217(1) (e) of the companies Act., 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that: I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, and of the profit of the Company for the year under review. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and The Directors have prepared the annual accounts of the company on a going concern' basis.

II.

III.

IV.

CHIMANBHAI K. PATEL CHAIRMAN

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

ANNEXURE TO DIRECTORS REPORT FOR THE YEAR 2009-10

FORM A ( See Rule 2. ) A. POWER AND FUEL CONSUPTION 1. Electricity: Purchase unit Total Amount Rate/Unit 2. Own Generation: Fuel Purchase (Ltr.) (Diesel ) Total amount Rate/Ltr 3. Others i. FIREWOOD (Kgs.) Total Amount Rate/Kg. RS. RS. RS. RS. Current year 2009-10 526386 3136202 5.958 2070 75112 36.286 881780 2197937 2.493 Previous Year 2008-09 395366 2502424 6.329 2216 82573 37.262 636480 1423056 2.236 FORM B (See Rule 2) Form of Disclosure of particulars with respect to absorption Research and development ( R & D ) : Necessary steps are being taken from time to time Technology absorption, adaptation : Necessary steps are being taken and innovation from time to time. VIKRAM THERMO (INDIA) LIMITED CORPORATE GOVERNANCE : The Company, pursuant to Clause 49 of the listing agreement with the Stock Exchange, is pleased to furnish its report on Corporate Governance. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE : The Company is committed to the adoption of best Corporate Governance practice and the management is of the view that a good Corporate Governance policy is one which results in the control of the company in a regular manner, which makes management transparent, ethical, accountable and fair resulting in enhanced shareholder value. The management is pleased to provide detailed disclosures of specific matters required by Securities and Exchange Board of India. Board of Directors I. Composition and Category The Board at present consists of EIGHT directors (Four Executive and Four non-executive Independent directors) II. Board Meetings, attendance, and position held in committee meetings The Board met Five times on 29th April, 2009, 23rd July, 2009, 27th October, 2009, 28th January, 2010 and 20th March, 2010. Notices of the meetings with agenda along with necessary details were sent to the directors in time. The names and categories of the Directors, their attendance at Board meetings and General Meeting as also position held by them in committees of other public limited companies as on 31st March 2010 are given below. Board Meeting held During tenure of Director 5 5 5 5 5 5 5 5 Board Meeting Attended 5 5 5 3 4 4 5 5 No. of Directorship in other Public Ltd. Cos Chairman/Membership in other public limited Cos.

RS. RS.

B. CONSUMPTION PER UNIT OF PRODUCTION Name of Product Drug Coat DPO TOTAL ELECTRIC ITY UNIT CONSUMED: Electricity Unit Diesel Oil Liter Fire wood Kilogram Unit Current Year Kgs. 1125042 Kgs. 758405 1883447 526386 0.279 0.001 0.468 Previous Year 1043002 435131 1478133 395366 0.267 0.001 0.431

Name of the Director 1. 2. 3. 4. 5. 6. 7. 8. Dr. Chimanbhai K. Patel Shri Dhirajbhai K. Patel Shri Ambalal K. Patel Shri Thakarshibhai M. Patel Shri Bharatbhai M. Shah Shri Ketanbhai C. Patel Shri Ghanshyambhai D. Kewadia Dr. Dineshbhai H. Patel Executive Executive Executive

Category

Last AGM Y Y Y Y N Y Y Y

Independent Independent Independent Independent Executive

III. Information on Directors Appointment/Re-appointment Shri Ambalal K. Patel and Shri Ketanbhai C. Patel Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. Shri Dhirajbhai K. Patel has been reappointed by the Board as Managing Director and Shri Chimanbhai K. Patel has been appointed as Executive Director by the Board. Their brief particulars are as follows. Name of Director Date of Birth Date of Appointment Qualification Expertise in specific Functional areas List of Companies in which Directorship is held Chairman/ Member of the Committee of other Companies Shri Dhirajbhai K. Patel 06/07/1963 11/03/1994 B.Sc., MBA Production, Research & Development, Marketing and Export NIL NIL Shri Chimanbhai K. Patel 10/03/1935 26/09/1994 M.Sc., Ph.D Research & Develpment Shri Ambalal K. Patel 13/06/1952 01/04/2003 Non-Metric Liason & Marketing Shri Ketanbhai C. Patel 23/08/1970 01/05/2003 M.Sc., M.B.A Management & Marketing

NIL NIL

NIL NIL

NIL NIL

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

IV. Audit Committee The Audit Committee, comprises of three non-executive independent directors viz. Shri T. M. Patel, Shri Bharatbhai M. Shah and Shri K. C. Patel. Shri Bharatbhai M. Shah, is the chairman of the AUDIT COMMITTEE. Committee met on 29th April, 2009, 23rd July, 2009, 27th October, 2009, 28th January, 2010 for perusal financial position and un-audited quarterly results and also met for perusal of the finalization of annual accounts for the year ended on 31.03.2010. The Accounts and Financial position perused by the Audit Committee, were thereafter placed before board for their consideration. The composition and attendance record of the members of the Audit committee meetings are as follows. Name of the Director No. of Meeting held 4 4 4 No. of Meeting Attended 3 4 4

VII. REGISTRAR AND SHARE TRANSFER AGENT: M/s. BIGSHARE SERVICES PVT. LTD., Mumbai E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka Andheri ( East) , Mumbai 400 072 Phone (022) 40430200 are Registrar and Share Transfer Agent of the Company. VIII. MEANS OF COMMUNICATION: The quarterly/half yearly /yearly financial results are published in English and Gujarati languages in news paper. More over necessary reports and certificates as required by the listing agreement, are sent to The Bombay Stock Exchange Ltd. IX. DETAILS OF NON-COMPLIANCES, PENALTIES ETC. Show Cause Notices were issued to four Directors for violation of Section 211 read with Schedule VI of the Companies Act, 1956 in respect of Annual Accounts for the year ended 31st March, 2008. Against this, application for compounding of offences, which were of technical nature, were filed before the Company Law Board, Bombay, and the same has been disposed off. Penalties imposed on Direactors were paid by the Directors personally. X. MARKET PRICE DATA: The month wise detail of market prices of the shares during the year 2009-2010 of the company at The Bombay Stock Exchange Ltd. are as under: Month April 2009 May 2009 June 2009 July 2009 August 2009 September 2009 October 2009 November 2009 December 2009 January 2010 February 2010 March 2010 High 16.90 22.85 21.25 17.70 21.90 20.95 21.30 20.30 24.40 23.35 20.10 20.50 Low 13.16 13.57 15.80 14.20 16.05 17.50 15.60 14.50 16.10 17.85 16.60 16.70

Shri Bharatbhai M. Shah Shri Thakarshibhai M. Patel Shri Ketan C. Patel V. REMUNERATION COMMITTEE :

The Board constituted the Remuneration Committee consisting of following non-executive directors, Shri Ghanshyambhai D. Kewadia, Shri Thakarshibhai M. Patel, Shri Ketanbhai C. Patel. The Committee determines the remuneration paid/payable to the Managing Directors and other Executive Directors subject to the approval of the members. The details of payment of remuneration to the Directors are given below: Name of the Director Dr. C. K. Patel Shri D. K. Patel Shri A. K. Patel Shri D. H. Patel Relationship with Total other Directors remuneration paid NIL Brother of Shri. A. K. Patel Brother of Shri D. K. Patel NIL Rs. 9,81,600 Rs. 19,41,600 Rs. 7,89,600 Rs. 6,19,500 No of Board Meeting attended 5 5 5 5

VI. SHARE TRANSFER COMMITTEE /INVESTOR GRIEVANCE COMMITTEE: The company has Share Transfer and Investors Grievance Committee, under the chairmanship of independent director, for quick and timely transfer of shares, issue of duplicate share certificates, etc. Transfer of shares approved by the committee are placed before the Board. The Committee also looks in to all issues related to investor grievances. Shares of the company are also available for dematerialization.

XI. MANAGEMENT DISCUSSION AND ANALYSIS : Report on Management discussion and analysis has been given separately in this report and form part of this report. XII. ANNUAL GENERAL MEETINGS Annual General meeting of the company will be held on 18th September 2010 at 9.30 a.m. at ATMA HALL, Ahmedabad Textile Owners Association, Ashram Road, Ahmedabad 380 009.

A. PARTICULARS OF ANNUAL GENERAL MEETINGS HELD DURING LAST THREE YEARS: Date of A.G.M. 25-09-2007 Place of A.G.M. Hotel Adhar, Top Floor, Iscon Arcade, C.G.Road, Navarangpura, Ahmedabad 380 009 Hotel Adhar, Top Floor, Iscon Arcade, C.G.Road, Navarangpura, Ahmedabad 380 009 ATMA HALL, Ahmedabad Textile Mills Association, Ashram Road, Ahmedabad-380009 Time 11.30 a.m. Particulars of Special Resolutions, if any Increase in salary of Shri Dhiraj K. Patel, Managing Director and Shri Babubhai K. Patel, Jt. Managing Director

22-09-2008

11.30 a.m. 9.30

Increase in remuneration of M. D. Shri D. K. Patel, Jt. M. D. Shri B. K. Patel and appointment of Shri A. K. Patel as E.D. and payment of remuneration to him. Appointment of Dr. Dineshkumar H. Patel as Executive Director of the Company and payment of remuneration to him.

24-09-2009

No Special Resolution was passed or proposed to be passed through postal ballot. XIII. COMPLIANCE OFFICER: Ms. Neha B. Patel is the Compliance Officer of the Company. XIV. LISTING : The Companys equity shares are listed at The Bombay Stock Exchange Ltd. XV. STOCK CODE : (1) Trading Scrip Code at The Bombay Stock Exchange Ltd. : 530477 (2) Demat ISIN number in NSDL & CDSL for equity Shares : INE337E01010

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

XVI. FINANCIAL RESULTS: The quarterly/half yearly /yearly financial results were published in English and Gujarati languages in news papers, from time to time. XVII. BOOK CLOSURE: For updating records and shareholding information of the members of the company, the Share Transfer Books and Register of Members shall remain closed from 15-09-2010 to 18-09-2010 (both days inclusive). XVIII. SHAREHOLDING PATTERN: Category wise distribution of equity shareholding as on 31.03.2010 is as under: Category Promoters Group Other Body Corporate Banks Mutual Funds and UTI NRI Others Shares in Transit Total Distribution Schedule: No. of Shares 1 5001 10001 20001 30001 40001 50001 100001 Total: XIX. DIVIDEND PAYMENT DATE: Dividend will be paid within 30 days from the date of ensuing Annual General Meeting at which dividend is proposed to be declared. XX. REGISTERED OFFICE: The registered office of the company is situated at 101, Classic Avenue, Opp. Sales India, Ashram Road, Ahmedabad 380009. XXI. PLANT LOCATION: The plants of the company are located at: (A) Unit I : AT DHANOT, CHHATRAL KADI ROAD, TA. KALOL, DIST. GANDHINAGAR. GUJARAT (INDIA) (B) Unit II : AT INDRAD S.NO. 322, CHHATRAL KADI ROAD, TA. KADI, DIST. MEHSANA. GUJARAT (INDIA). 5000 10000 20000 30000 40000 50000 100000 And above as on 31.03.2010 No. of Shareholders % age 1914 403 194 95 23 27 38 63 2757 69.42 14.61 07.04 03.45 00.83 00.98 01.38 02.29 100 No. of Shares 29,74,475 3,86,913 61,500 1.46.200 20,08,240 5,242 55,82,570 % age 53.28 06.93 01.10 02.62 35.98 00.09 100.00

MANAGEMENT DISCUSSION AND ANALYSIS: 1. INDUSTRY OUTLOOK: Company's products, utilities are in Pharmaceutical industry. The Indian Pharma Industry is fast growing industry. Future of the Indian Pharma Industry is fabulous. OPPORTUNITIES AND THREATS: The Company envisaged remarkable growth over previous years and it successfully came out from the global recession. Companys turn over and profit before tax figures shows increase by 19.45 % and 32.19 % respectively in comparison with previous year. Company has also increased their strength by appointing qualified and experienced staff in marketing department which has direct effect on the sales, turnover and growth of the Company. RISKS AND CONCERNS: The company's raw materials are based on petrochemicals. Major fluctuations in the petroleum products can affect the company's performance. INTERNAL CONTROL SYSTEM: The Company has proper and adequate system of internal controls which ensure that all assets are safeguarded against loss from unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business. A strong system of internal audit committee of the Board have strengthened the internal control within the organization. HUMAN RESOURCES: The management believes that people working with the organization are of key resource for the success of the Organization. The sincere efforts put in by the employees have translated in to Quality improvements, Productivity improvements and Cost reduction etc. Management firmly believes in developing and nurturing its human resources and improving their talents which subsequently help in the growth of the Company. Proper care is taken for safety, health and welfare of the employees. All efforts are made to give them adequate training.

2.

3.

4.

5.

CERTIFICATE OF MANAGING DIRECTOR I, Dhirajbhai K. Patel, Managing Director of the Company, hereby declare that the Board of Directors have laid down a Code of Conduct for the Board Members and Senior Management of the company and the Board Members and Senior Management have affirmed compliance with the said code of conduct. For VIKRAM THERMO (INDIA) LIMITED. D. K. Patel MANAGING DIRECTOR PLACE : AHMEDABAD DATE : 29.07.2010

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

AUDITORS CERTIFICATE
To, The Members of Vikram Thermo (India) Ltd. We have examined the records concerning the companys compliance of condition of corporate governance as stipulated in clause 49 of the Listing Agreement entered into, by the Company, with the stock exchanges of India, for the financial year ended 31 st March 2010. The objective of our examination is to give our opinion on whether the company has complied with the conditions of Corporate Governance as stipulated in the provision of Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges of India. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company of ensuring the compliance of the condition of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. We have conducted our examination on the basis of the relevant records and documents maintained by the Company and furnished to us for examination and the information and explanations given to us by the company. On the basis of the records maintained by the Shareholder, Investors, Grievance Committee of Company, we state that there were no investor grievances pending against the Company for a period exceeding one month. Based on such examination, in our opinion, the Company has complied with the condition of the Corporate Governance, as stipulated in the provision of Clause 49 of the Listing Agreements, of the Stock Exchanges of India. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. Dated : 29.07.2010 Place : Ahmedabad. For, B. A. Rajpara & Co. Chartered Accountants

(B. A. Rajpara) Proprietor M. No. 34451

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

AUDITORS REPORT
To, The Members of VIKRAM THERMO (INDIA) LTD. AHMEDABAD. We have audited the attached Balance Sheet of M/S. VIKRAM THERMO (INDIA) LTD. as at 31st March, 2010 and also the Profit & Loss account and the Cash Flow Statement of the Company for the year ended on that date annexed there to. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion and we report that : (1) (2) (3) (4) (5) (6) We have obtained all the information and explanations which to best of our knowledge and belief were necessary for the purpose of our audit. In our opinion, proper books of account as required by law have been kept by the Company, so far as it appears from our examination of those books. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the company. In our opinion, the balance sheet & profit & loss account and cash flow statement dealt with by this report are in compliance with Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956, in so far as they apply to the company. As per the representation made to us by all the directors of the company and taken on record by the Board of Directors, none of the director is disqualified from being appointed as director under section 274(1)(g) of the Companies Act 1956. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies under schedule P and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India: i) ii) In the case of Balance Sheet of the state of affairs of the company as at 31st March, 2010 and In the case of Profit & Loss Account, the profit of the company for the year ended on that date.

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that day. (7) As required by the Companies (Auditors Report) order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Act and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state on the matters specified in paragraph 4 and 5 of the said order to the extent applicable as follows : i) The company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets. We have been informed that the fixed assets were physically verified during the year by the Management in accordance with a program of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancy was found during the verification. During the year company has not disposed off any substantial part of fixed assets. ii) The inventory of the company has been physically verified by the Management during the year. In our opinion the frequency of verification is reasonable. In our opinion, the procedure of physically verification of inventory followed by the Management is reasonable and adequate in relation to the size of the company and nature of its business. The company has maintained proper records of inventory and no material discrepancy between the physical stock and the book stock is noticed on physical verification. iii) The Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c), 4(iii)(d), 4(iii)(f) and 4(iii)(g) of the order are not applicable to the Company. There are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchases of inventories and fixed assets and with regard to sales of goods and services.

iv)

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

During the course of our audit no major weakness has been noticed in the internal control procedures. v) According to the information & explanation provided to us, the particular of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section. According to information and explanation provided to us, transaction made in pursuance of such contract or arrangements have been made at prices which are reasonable having regarding to the prevailing market prices at the relevant time where such market prices are available with the company or the prices at which transactions for similar goods or services have been made with other parties. vi) vii) viii) ix) The company has not accepted any deposits under the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under. In our opinion the company has adequate internal audit system commensurate with the size and nature of its business. We are informed that Central Government has not prescribed for maintenance of cost records under section 209(1)(d) of the Companies Act 1956 for the products of the company. According to information and explanation given to us and the records of the company examined by us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Cess and other statutory dues with the appropriate authorities during the year. There are no unpaid disputed statutory dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess. x) xi) xii) xiii) xiv) xv) xvi) The company does not have accumulated losses at the end of the year and the company has not incurred cash losses during the current and immediately preceding financial year. According to the records of the Company, the company does not have any outstanding dues payable to any financial institution or debenture holders. It has not defaulted in repayment of its dues to bank during the year. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. In our opinion and according to the information and explanation given to us, the company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly paragraph 4(xiii) of the order is not applicable. The company has not dealt or traded in shares, securities, debentures or other investments during the year. According to the records of the Company, the company has not given any guarantee for loans taken by others from bank or financial institutions. In our opinion and according to the information and explanation given to us, during the year company has not raised any term loan.

xvii) On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the company, related information as made available to us and as represented by the Management, Funds raised on short term basis have, prima facie, not been used during the year for long term investments. xviii) The company has not made any preferential allotment to parties and companies covered in the register maintained under section 301 of the Act during the year. xix) xx) xxi) The Company has not issued any debentures. The company has not raised any money by public issue during the year. To the best of our knowledge and belief and as per the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year. FOR, B. A. RAJPARA & CO. CHARTERED ACCOUNTANTS PLACE : AHMEDABAD. DATE : 29.07.2010 (B. A. RAJPARA) PROPRIETOR FRN NO 108472W

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

BALANCE SHEET AS AT 31ST MARCH, 2010

PARTICULRAS SCH AS AT 31.03.2010 (Rupees)

(in Rs.)
AS AT 31.03.2009 (Rupees)

I)

SOURCES OF FUNDS : 1) SHARE HOLDERS FUNDS : a .Equity Share Capital b. Reserve And Surplus 2) LOAN FUNDS : Secured Loan 3) DEFERRED TAX LIABILITIES

A B C

55,825,700 46,185,989 23,959,658 6,520,233 132,491,580

55,825,700 32,714,534 16,373,787 3,795,705 108,709,726 109,942,722 40,871,907 69,070,815

TOTAL II) APPLICATION OF FUNDS : 1) FIXED ASSETS : LESS: DEPRECIATION NET BLOCK 2) (A) CURRENT ASSETS, LOANS & ADVANCES : a) Inventory b) Sundry Debtors c) Cash and Bank Balance d) Loans & Advances Less: (B) CURRENT LIABILITIES & PROVISIONS : a) Current Liabilities b) Provisions

113,742,339 47,045,010 66,697,329

E F G H I

16,981,619 70,037,322 5,005,684 5,347,761 97,372,386 24,751,206 6,826,928

14,742,995 50,284,930 1,229,343 2,072,483 68,329,751 20,670,329 8,020,511

NET CURRENT ASSETS (A-B)

65,794,252 132,491,580

39,638,911 108,709,726

NOTES ON ACCOUNTS
As per our Report of even date FOR, B. A. RAJPARA & CO. CHARTERED ACCOUNTANTS

P
FOR AND ON BEHALF OF THE BOARD D. K. PATEL --------------------------------------(MANAGING DIRECTOR) NEHA B. PATEL --------------------------------------COMPANY SECRETARY DINESH H. PATEL --------------------------------------(DIRECTOR)

(B. A. RAJPARA) PROPRIETOR PLACE : AHMEDABAD. DATE : 29/07/2010

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 31st MARCH, 2010
PARTICULRAS SCH YEAR ENDING 31.03.2010

(in Rupess)

YEAR ENDING 31.03.2009

I)

INCOME : 1) Turnover Less : Excise Duty Net Turnover 2) Miscellaneous Income 3) Increase/ (Decrease) in Stock In Trade/WIP J

205,286,110 13,920,045 191,366,065 701,423 (3,678,485) 188,389,002 K L M N O D 110,897,140 16,492,625 8,978,031 8,342,978 2,086,254 4,696,958 6,519,111 158,013,095

171,858,277 18,515,125 153,343,152 420,767 938,251 154,702,170 82,344,906 11,456,441 10,801,179 12,836,606 3,586,808 4,151,117 6,546,525 131,723,582 22,978,589 10,044,163 (1,709,999) 89,658 14,554,767 21,891,095 36,445,862 700,000 5,582,570 948,758 29,214,534 36,445,862

TOTAL II) EXPENDITURE : 1) Material Consumed 2) Manufacturing Expenses 3) Administrative Expenses 4) Selling & Distribution Expenses 5) Financial Charges 6) Sales Tax 7) Depreciation

PROFIT/(LOSS) BEFORE TAXATION (I-II) Provision for taxation - Current - Prior Year - Deferred - Fringe Benefit Tax PROFIT AFTER TAX Balance brought forward BALANCE PROFIT AVAILABLE FOR APPROPRIATION APPROPRIATION General Reserve Proposed Dividend Provision For Dividend Tax Balance carried to Balance Sheet NOTES FORMING PARTS OF ACCOUNTS Earning per Share of Rs. 10 each Basic Diluted (Refer Note 18 of Schedule P
As per our Report of even date FOR, B. A. RAJPARA & CO. CHARTERED ACCOUNTANTS

30,375,907 7,648,596 2,724,528 20,002,783 29,214,535 49,217,317 1,000,000 5,582,570 948,758 41,685,989 49,217,317 P

3.58 3.58

2.61 2.61

FOR AND ON BEHALF OF THE BOARD D. K. PATEL --------------------------------------(MANAGING DIRECTOR) NEHA B. PATEL --------------------------------------COMPANY SECRETARY DINESH H. PATEL --------------------------------------(DIRECTOR)

(B. A. RAJPARA) PROPRIETOR PLACE : AHMEDABAD. DATE : 29/07/2010

10

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

SCHEDULE OF BALANCE SHEET AS AT 31-03-2010

PARTICULARS AS AT 31-03-2010

(in Rupees)
AS AT 31-03-2009

SCHEDULE-A SHARE CAPITAL : AUTHORISED : 60,00,000 Equity Shares of Rs. 10 each (Previous year 60,00,000 Equity Shares of Rs. 10 each) ISSUED SUBSCRIBED AND PAID UP : 55,82,570 Equity Shares of Rs. 10 each fully paid up (Previous year 55,82,570 Equity Shares of Rs.10 each fully paid up) (Out of above 2082500 shares have been allotted for consideration other than in cash to shareholders of erstwhile Vikram Aroma Private Limited pursuant to scheme of amalgamation.)

60,000,000

60,000,000

55,825,700

55,825,700

55,825,700 SCHEDULE-B RESERVE AND SURPLUS : 1. General Reserve Opening Balance Transferred From Profit & Loss Account 2. Profit & Loss Account Balance Carried Forward

55,825,700

35,00,000 10,00,000

4,500,000

3,500,000

41,685,989 46,185,989

29,214,534 32,714,534

SCHEDULE-C A. SECURED LOANS : 1) FROM BANKS: - Punjab National Bank (Ashram Road) Cash credit Account - Punjab National Bank (Ashram Road) Packing credit Account

23,959,658 23,959,658

15,671,267 702,520 16,373,787

1. Working Capital facilities are secured against first charge on entire present and future current assets including entire stock, Book Debts, Loans and Advances And mortgage of Fixed Assets

11

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

SCHEDULE OF BALANCE SHEET AS AT 31-03-2010

FIXED ASSETS
Sr. Name of Assets No GROSS BLOCK Opening Balance As at 1/4/09 1 Land & Building 2 Plant & Machinery 3 Furniture & Fittings 4 Vehicles 5 Computers TOTAL 2006 - 07 34,191,416 68,991,204 2,230,330 3,811,240 718.532 109,942,722 108,619,386 Additions during the year 450,000 3,664,026 272,840 117,690 4,504,556 1,366,120 Deduction / Adjust. during the year 704,939 704,939 42,784 Closing Balance As at 31/3/2010 34,641,416 72,655,230 2,503,170 3,106,301 836,222 113,742,339 109,942,722 DEPRECIATION BLOCK Opening Balance As at 1/4/09 6,262,635 31,324,442 932,863 1,838,111 513,856 40,871,907 34,368,166 Depre. During the year 1,018,492 4,989,885 142,406 295,099 73,229 6,519,111 6,546,525 Deduc. During the year 346,007 346,007 42,784 Closing Balance As at 31/3/2010 7,281,127 36,314,328 1,075,269 1,787,202 587,085 47,045,010 40,871,907

(in Rupees) SCHEDULE - D

NET BLOCK As at 31/3/2010 As at 31/3/2009

27,360,289 36,340,903 1,427,901 13,19,099 249,137 66,697,329 69,070,815

27,928,780 37,666,762 1,297,467 1,973,130 204,676 69,070,815 --

(in Rupees)
PARTICULARS AS AT 31-03-2010 AS AT 31-03-2009

SCHEDULE-E INVENTORIES : (As taken valued & certified by the management) a) Raw Material b) Packing Material c) Finished Goods d) Work in Process e) Fuel & Other Stock 12,496,772 595,922 3,175,931 277,790 435,204 16,981,619 SCHEDULE-F SUNDRY DEBTORS : (Unsecured) (a) Exceeding six month Considered Good Considered Doubtful (b) Others Considered Good Considered Doubtful 9,414,993 5,382,730 60,622,329 127,418 75,547,470 Less : Provision For Doubtful Debts 5,510,148 70,037,322 10,567,437 9,498,637 39,717,493 2,184,076 61,967,643 11,682,713 50,284,930 6,869,605 422,695 7,014,756 117,450 318,489 14,742,995

12

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

SCHEDULE OF BALANCE SHEET AS AT 31-03-2010

PARTICULARS AS AT 31-03-2010

(in Rupess)
AS AT 31-03-2009

SCHEDULE-G CASH & BANK BALANCES : Cash on Hand Bank Balance With Schedule Banks In : Fixed Deposit Account Current Account Unclaimed Dividend Account

95,535 750,000 3,212,591 947,558 5,005,684

165,363 300,000 24,350 739,630 1,229,343

SCHEDULE-H LOANS AND ADVANCES : (Unsecured considered good) Advance recoverable in cash or kind or for which value to be received Balance With Customs & Excise Authorities Tax Deducted at Source

4,769,894 572,942 4,925 5,347,761

1,779,740 285,023 7,720 2,072,483

SCHEDULE-I A. CURRENT LIABILITIES : 1) Sundry Creditors : a) For Goods b) For Others 2) Unclaimed Dividend 3) Other Liability

15,267,928 8,137,006 944,188 402,084 24,751,206

10,975,706 8,415,377 739,630 539,617 20,670,329 1,483,000 2,078 5,582,570 948,758 4,105 8,020,511

B. PROVISIONS : Income Tax Provision (Net Of Advance Tax) Provision For FBT Proposed Dividend Provision For Dividend tax Wealth Tax Provision

291,495 5,582,570 948,758 4,105 6,826,928

13

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

SCHEDULE OF PROFIT AND LOSS ACCOUNT

PARTICULARS 2009-2010

(in Rupess)
2008-2009

SCHEDULE-J OTHER INCOME : Interest Bad Debts Recovery Miscellaneous Income SCHEDULE-K MATERIAL CONSUMPTION : (A) Raw Material : Opening Stock Add : Purchase Clearing & Forwarding Charges Freight Inward

81,717 311,052 308,654 701,423

81,045 325,826 13,896 420,767

6,869,605 106,935,535 251,141 643,531 114,699,812

5,799,279 75,644,659 426,359 458,066 82,328,363 6,869,605 75,458,758 216,889 7,091,954 7,308,843 422,695 6,886,149 82,344,906

Less: Closing Stock

12,496,772 102,203,040

(B) Packing Material : Opening Stock Add : Purchase

422,695 8,867,327 9,290,022

Less: Closing Stock

595,922 8,694,100

TOTAL ( A + B ) SCHEDULE-L MANUFACTURING & OTHER EXPENSES : Power Fuel Salaries, Wages & Bonus P.F. Contribution - Factory Staff Welfare A/c. Factory Rates & Taxes Consumable Stores Exp. Machinery Spare parts & Repairing Building Repairs Insurance Expenses Other Manufacturing Expenses

110,897,140

3,154,017 2,292,034 6,164,953 255,115 166,853 8 356,836 1,379,174 1,395,805 288,574 1,039,255 16,492,625

2,603,085 1,397,270 5,283,040 210,078 139,464 20,914 241,426 308,800 71,593 310,198 870,573 11,456,441

14

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

SCHEDULE OF PROFIT AND LOSS ACCOUNT

PARTICULARS 2009-2010

(in Rupess)
2008-2009

SCHEDULE-M ADMINISTRATIVE EXPENSES : Directors Remuneration Salaries & Bonus Municipal Tax Exp. A/c. Government Fee Auditors Remuneration Stationery & Printing Telephone & Postage Exp. Legal & Professional Fees Travelling & Conveyance Expenses Other Administrative Expenses

4,188,000 2,150,977 22,463 16,652 93,500 156,733 338,865 452,660 838,783 719,398 8,978,031

5,568,000 1,671,251 35,675 15,043 85,000 143,495 334,353 459,497 1,022,457 1,466,409 10,801,179

SCHEDULE-N SELLING & DISTRIBUTION EXPENSES : Kasar Sales Promotion Advertisement Exp. Freight Outward Export Clearing & Forwarding Charges Sales Commission Claim By Customer for loss of production Bad Debts Written Off Less: Provision For Doubtful Debts written back Provision for Doubtful Debts

103,731 454,038 573,470 1,451,428 462,170 5,076,128 216,641 6177937 6177937 5,372 8,342,978

161,739 29,227 97,013 995,930 196,734 6,422,495 4,933,468 12,836,606

SCHEDULE-O FINANCIAL CHARGES : Interest - On Term Loans (Net) Bank Interest Interest - Others Bank Charges Exchange Rate Diff. Interest on Income Tax

1,638,908 4,754 436,357 6,235 2,086,254

265,157 2,110,512 71,482 354,928 595,419 189,310 3,586,808

15

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS SCHEDULE-P

(A) SIGNIFICANT ACCOUNTING POLICIES : (1) ACCOUNTING CONCEPTS : The Company follows the mercantile system of Accounting and recognises significant items of income & expenditure on Accrual basis. (2) VALUATION OF FIXED ASSETS : Fixed assets are stated at cost of acquisition or construction net of modvat/ cenvat less accumeted depreciation and impaiment loss is any. (3) DEPRECIATION : The company has provided depreciation on straight line method on all of its fixed assets on prorata basis in the manner prescribed in schedule XIV of the Companies Act, 1956 except in case of Mobile phones. In view of fast changing technology depreciation on Mobile Phones is charged @ 100% P.A. on the new purchases since April 2006. (4) FOREIGN CURRENCY TRANSACTIONS : Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction. Current assets and current liabilities are translated at the year end rate. The difference between the rate prevailing on the date of settlement as also on translation of current assets and current liabilities at the end of the year is recognised as income or expense as the case may be. (5) IMPAIRMENT OF ASSETS Impairment loss is provided to the extent the carrying amount(s) of assets exceeds their recoverable amount(s). At each balance sheet date the compnay reviews the carrying amount of its fixed assets to determine whether there is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an assets net selling price and its value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and the risks specific to the asset. (6) INVENTORIES : Inventories are valued at lower of cost or net realisable value. Cost is determined at the First-in-First Out (FIFO) method. The cost of finished good and work in process comprises raw material, direct material, direct labour other direct costs and related production overhead. Cost of finished goods includes the excise duty payable. Net realisable value is the estimate of the selling price in the ordinary course of business (7) EXCISE DUTY : Excise Duty has been accounted on finished goods as and when goods are cleared except on the finished stock lying at the factory at the year end. Finished Goods are valued inclusive of excise duty payable. (8) SALES/TURNOVER : Sales are shown inclusive of excise duty and sales tax/VAT. (9) RETIREMENT BENEFITS : (i) Short term employee benefits are recoginized as expense in the profit and loss account of the year in which] service is rendered. (ii) Contribution to defined contribution schemes such as Provident Fund, Family Pension Fund and ESI Fund are charged to the Profit & Loss Account. (iii) The defined obligations in respect of gratuity are recoginzed on the basis of valuation done by an independent actuary applying project unit credit method. The actuarial gain/loss arising during the year are recognized in the profit and loss account of the year. The company has an employees gratuity fund managed by the Life Insurance Corporation of India (LIC). (iv) Leave encashment is charged to revenue on accrual basis. (10) TAXES ON INCOME : Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recognised, subject to

the consideration of prudence in respect of deferred tax assets, on timing difference, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. (11) RESEARCH AND DEVELOPMENT EXPENSES : Expenditure relating to capital item is debited to fixed assets and depreciated at applicable rates. Revenue expenditure is charged to Profit and loss account for the year in which they are incurred. (12) BORROWING COST : Borrowing costs, wether specific or general , utilised for acquisition, construction or production of qualifying assets are capitalised as part of cost of such assets till the activities necessary for its intended use or sale are complete. All other borrowing costs are charged to profit and loss statement of the year in which incurred. (13) PROVISION,CONTINGENT LIABILITIES AND CONTINGENT ASSETS : Provisions are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources to settle the obligation that can be reliably estimated. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed. (B) NOTES ON ACCOUNT : (1) Previous year's figures have been re-arranged and regrouped where ever necessary to make them comparable with the figures of current year (2) Estimated amount net of advance payments for contract remaining to be executed on capital account and not provided for is Rs.4391412/(Previous year Rs. NIL) (3) The details of amount outstanding to Micro,Small and Medium Enterprise under the Micro, Small and Medium Enterprise Development Act 2006(MSMED Act) based on the available information with the company are as under:
As at 31st March 2010 a. Principal amount due and remaining unpaid b. Interest due on (a) above and the unpaid interest c. Interest paid on all delayed payments under MSMED Act d. Payment made beyond the appointed day during the year e. Interest due and payable for the period of delay other than '(c) above f. Interest Accrued and remaining unpaid g. Amount of further interest remaing due and payable in As at 31st March 2009 -

succeeding years

(4) As per AS 15 (Revised) Employee Benefits, the disclosures as defined in the accounting standerd are given below (A) DEFINED CONTRIBUTION PLAN : Employers Contribution to Provident Fund Employers Contribution to ESI Fund 2009-2010 293,923 104,856 2008-2009 244,881 92,627

(B) DEFINED BENEFIT PLAN : The company has an employee gratuity fund plan managed by Life Insurnace Corporation of India. As required by AS 15 the Status of closing balance of fund is as under : 2009-2010 a. Closing balance at the year end b. Total benefit paid during the year c. The return on plan d. Contribution during the year cherged to Profit & Loss Account (5) MANAGERIAL REMUNERATION : Salaries : Managing Director Jt. Managing Director Whole time Directors 26,15,420 4,78,493 2,10,829 2,48,502 2009-10 1,941,600 2,390,700 4,332,300 2008-2009 26,34,582 1,80,024 2,11,359 2,59,659 2008-09 1,920,000 1,920,000 1,728,000 5,568,000

16

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

(6) Statement showing computation of Net Profit in accordance with section 349 read with section 198 of the Companies Act, 1956 : 2009-10 (In Rupees) 2008-09 (In Rupees) Profit Before Tax as per P & L A/C 30,375,907 22,978,589 Add : Depreciation as per books 6,519,111 6,546,525 Managerial Remuneration 4,255,500 5,568,000 Provision For Doubtful Debts 5,372 4,933,468 Loss On Sale of Vehicles 221,932 Incometax Interest 6,235 Donation 13,900 11,022,050 17,047,993 Less : Depreciation u/s 350 Net Profit u/s 349 Managerial Remuneration Eligible (10% Of Profit After Remuneration) Less : Salaries Paid Commission Payable (7) TURNOVER, STOCKS, RAW MATERIAL PURCHASE AND CONSUMPTION : (A) TURNOVER : Class of Goods FINISHED PRODUCT : Drug Coat D.P.O. Others (B) STOCK : (i) Raw Material : MCB Caustic Soda Methacrylic Acid Ethyl Acryl ate Other Material Phenol (ii) Work in Process : Drug Coat D.P.O. (iii) Finished Goods: Drug coat D.P.O. Unit K.G. K.G. Qty. 1,147,401 787,980 2009-10 Amount (In Rupees) 117,770,900 87,303,673 211,536 Qty. 1,048,804 418,405 2008-09 Amount (In Rupees) 119,142,269 52,534,133 181,875 6,519,111 41,397,956 6,519,111 34,878,846 3,170,804 4,255,500 6,546,525 40,026,582 6,546,525 33,480,057 3,043,642 5,568,000 -

KG. KG. KG. KG. KG. KG. K.G. K.G. K.G. K.G.

53,872 16,500 20,019 20,530 6,314 37,772 492 2,079 26,526 5,125 174,280 174,306 406,031 714,288 231,840 31,294

2,458,575 299,060 2,619,705 2,319,510 1,574,600 3,225,322 84,372 193,418 2,627,868 548,063 23,133,837 15,684,739 24,546,196 27,274,488 5,103,729 5,565,379 2009-10 (In Rupees) 92,408,066 8,900,302 2008-09 N.A.

49,900 9,340 11,179 19,076 7,604 23,223 1,305 48,884 34,700 159,816 157,381 234,637 413,799 136,510 27,679

1,189,813 260,617 1,374,554 1,501,822 1,480,241 1,062,560 117,450 3,634,421 3,380,335 20,217,886 14,247,256 15,640,928 16,714,450 3,500,074 4,228,739 2008-09

(C) RAW MATERIAL CONSUMED : Met acrylic Acid K.G. Ethyl Acryl ate K.G. Phenol K.G. MCB K.G. Caustic Soda K.G. Other Materials K.G. (D) PERCENTAGE OF CONSUMPTION : Indigenous Imported (8) CAPACITIES : (i) (ii) Licensed Capacity Installed Capacity (As per certified by the management) Drug coat DPO Liquid Powder TONS

91.21 8.79

Amount 63,932,539 10,616,794 2007-08 N.A.

% of Consumption 85.76 14.24

TONS TONS 600 TONS TONS TONS 93,500 27,500

1200 120 600 1,104.48 20.57 758.41 (in Rupees) 85,000 22,500

1200 120

(iii) Actual production (Quantity) Drug coat Liquid Powder DPO (9) PAYMENT TO AUDITORS : (A) As Audit Fee (B) In Other capacity

1,031.30 21.95 441.26

17

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

(18)

EARNING PER SHARE As at 31.3.10 Profit available for Equity Share Holder No. of Equity Shares Weighted Average Number of Equity Shares in computing diluted earing per share Basic and Diluted Eqrning per share Nominal Value of Share SIGNATORIES TO SCHEDULE A TO P 20,002,783 5,582,570 5,582,570 3.58 10.00 As at 31.3.09 14,554,767 5,582,570 5,582,570 2.61 10.00

As per our Report of even date FOR, B. A. RAJPARA & CO. CHARTERED ACCOUNTANTS

FOR AND ON BEHALF OF THE BOARD D. K. PATEL --------------------------------------(MANAGING DIRECTOR) NEHA B. PATEL --------------------------------------COMPANY SECRETARY DINESH H. PATEL --------------------------------------(DIRECTOR)

(B. A. RAJPARA) PROPRIETOR PLACE : AHMEDABAD. DATE : 29/07/2010

19

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDING 31ST MARCH 2010 (In Rupess)
YEAR ENDED 31-3-2010 A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit/(Loss) before Tax and Extraordinary Items Adjusted for : Depreciation Interest/Other Income Interest Expenses Provision For Doubtful Debts Profit/Loss On Sale of Assets Operating Profit Before Working Capital Changes Adjusted for : Inventories Sundry Debtors Loan & Advances Current Liabilities Income tax Paid During the Year Fringe Benefit Tax Paid Net Cash Generated/(Used) in Operating Activities B) CASH FLOW FROM INVESTING ACTIVITIES Sale of Investment Sale of Fixed assets Purchase of Fixed Assets Interest/Dividend Income Net Cash Generated/(Used) in Investing Activities C) CASH FLOW FROM FINANCING ACTIVITIES Long Term Loans Increase In Bank Borrowing Interest Expenses Dividend Paid Tax On Dividend 30,375,907 6,519,111 (701,423) 2,086,254 (6,172,565) 221,932 32,329,215 (2,238,624) (13,579,827) (3,275,278) 4,080,878 (8,840,101) (2,078) 8,474,185 YEAR ENDED 31-3-2009 22,978,589 6,546,525 (420,767) 3,586,808 4,933,468 (700) 37,623,923 (2,322,742) 11,696,133 945,176 (7,655,749) (20,057,058) (129,168) 20,100,515

-137,000 (4,504,556) 701,423 (3,666,133)

-700 (1,366,120) 420,767 (944,653)

-7,585,871 (2,086,254) (5,582,570) (948,758) (1,031,711)

(3,968,274) (1,627,726) (3,586,808) (8,373,855) (1,423,137) (18,979,800) 176,061 1,053,281 1,229,342

Net Increase/(Decrease) in Cash and Cash Equivalents Opening Cash and Cash Equivalent Closing Cash and Cash Equivalent
As per our Report of even date FOR, B. A. RAJPARA & CO. CHARTERED ACCOUNTANTS

3,776,341 1,229,343 5,005,684

FOR AND ON BEHALF OF THE BOARD D. K. PATEL --------------------------------------(MANAGING DIRECTOR) NEHA B. PATEL --------------------------------------COMPANY SECRETARY DINESH H. PATEL --------------------------------------(DIRECTOR)

(B. A. RAJPARA) PROPRIETOR PLACE : AHMEDABAD. DATE : 29/07/2010

20

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

Statement Pursuant to Part IV of Schedule VI to the Companies Act, 1956.

Balance Sheet Abstract and Companys General Business Profile
I. Registration Details Registration No. 04-21524 State Code : 04

II.

Capital Raised During the Year (Amount in Rs. Thousand) Public Issue Nil Right Issue Nil

Bonus Issue Nil Private Placement Nil Total Assets 132492 Reserve & Surplus 46186 Unsecured Loans -

III.

Position of Mobilisation and Deployment of Funds (Amount in Thousands) Total Liabilities 132492 Source of Funds Paid up Capital 55826 Secured Loans 23960 Deferred Tax Liabilities 6520 Application of Funds Net Fixed Assets 66697 Net Current Assets 65794 Accumulated Losses -

Investement Misc. Expenditure -

IV.

Performance of the Company (Amount in Rs. Thousand) Turnover (Total Income) 205988 + - Profit/Loss Before Tax 30376 Earning Per Share On Profit after Tax 3.58

Total Expenditure 161692 + - Profit/Loss After Tax 20003 Dividend Rate (%) 10%

V.

Generic Names of Three Principal Products of Company (as per monetary terms) Item Code No. (ITC Code) 3906 Item Code No. (ITC Code) 2909 Product Description Drug Coat Product Description DPO

21

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

VIKRAM THERMO (INDIA) LIMITED

Registered Office : 101, Classic Avenue, Opp. Sales India, Ashram Road,Ahmedabad - 380 009.

FORM OF PROXY
I/We ........................................................................................................................................................ of .................................................................................................... being a member(s) of the above named Company hereby appoint ................................................................................................................................ of.......................................................................................... or failing him .................................................. .................................................................................................................................................................... of ......................................................................................... as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 18th September, 2010 at 9:30 A.M. at Atma Hall, Ahmedabad Textile Mills Association, Ashram Road, Navrangpura, Ahmedabad-380 009. and at any adjournment thereof. Signed this ............................ day of ............................ 2010.
Affix Revenue Stamp

Signature

Note : The proxy and the Power of Attorney (if any) under which it is signed or a notarially certified copy of that Power of Attorney must be deposited at the Registered Office of the Company at 101, Classic Avenue, Opp. Sales India, Ashram Road, Ahmedabad-380009 not less than 48 hours before the date and time for holding the Annual General Meeting.

VIKRAM THERMO (INDIA) LIMITED

Registered Office : 101, Classic Avenue, Opp. Sales India, Ashram Road,Ahmedabad - 380 009.

ATTENDENCE SLIP
(To be handed over, duly filled in, at the Entrance of the Meeting Place) Name of the attending Member/Proxy (in block letters) Members Folio No. No. of Shares held Date of A.G.M. Place : : : : : 18th September, 2010 ATMA HALL, Ahmedabad Textile Mills Association Ashram Road, Navrangpura, Ahmedabad-380 009 9-30 A.M.

Time

I hereby record my presence at the Annual General Meeting on 18th September, 2010.

Date

Signature

22

VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

Unit : VIKRAM THERMO (INDIA) LTD.

To M/s Bigshare Services Pvt. Ltd., Unit : VIKRAM THERMO (INIDIA) Ltd. E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), MUMBAI-400 072 Tel: (022) 4043 0200 / 2847 0652/53 Sub: National Electronic Clearing Service (NECS) Mandate Form for Shares held in Physical Form. Dear Sir, With reference to above subject, I agree to avail of the National Electronic Clearing Service with respect to payment of dividend to me. I here by authorize VIKRAM THERMO (INDIA) LIMITED to credit the dividend amount directly to my bank account through National Electronic Clearing Services (NECS). The particulars required for this purpose are as below.

1 2 3 4 5 6 7

Share Holder Name Folio No. No. of Shares held Bank Name Branch Name Account No. Account Type ( Please tick as applicable) Saving SB, Current CA, Cash Credit - CC SB (Code 10) CA (Code 11) CC (Code 13)

9 digit code number of the bank & branch as Appearing on the MICR Cheque issued by the Bank ( please attach photocopy of a cancelled cheque pertaining to above account for verifying the accuracy of code number)

If the transaction is delayed or not affected at all for reasons of incomplete or incorrect information or for reasons beyond the control of the company, I would not hold Vikram Thermo (India) Ltd. responsible. I hereby declare that the particulars given above are correct and complete. The above mandate for NECS will supersede the earlier bank instructions/mandate. In any, case if the dividend could not be paid through NECS, I hereby authorize the company to print the above bank details on my dividend warrant to prevent fraudulent encashment. Place: Date: Signature of First / Sole holder

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ANNUAL REPORT 2009-2010

THERMO

(INDIA) LIMITED

Book Post

To,

If undelivered please return to:

VIKRAM THERMO (INDIA) LIMITED

101, Classic Avenue, Opp. Sales India, Ashram Road, Ahmedabad-380 009.

Annual Report 2009-2010

VIKRAM THERMO (INDIA) LIMITED

NOTICE
NOTICE is hereby given that the Annual General Meeting of the members of VIKRAM THERMO (INIDA) LIMITED will be held on the 18th September 2010, at 09.30 a.m at ATMA HALL, Ahmedabad Textile Mills Association, Ashram Road, Ahmedabad 380009, to transact the following business, with or without modifications. ORDINARY BUSINESS: 1. To consider and adopt the audited Balance Sheet as at 31 st March 2010, Profit and Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon. 2. To declare dividend on equity shares. 3. To appoint a Director in place of Shri Ambalal K. Patel, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Shri Ketanbhai C. Patel, who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint Auditors and to fix their remuneration. SPECIAL BUSINESS: 6. To consider and if, thought fit, to pass with or without modifications, the following resolutions as a Special Resolution. RESOLUTION NO. 6 SPECIAL RESOLUTION : RESOLVED THAT subject to the approval Under Section 269 and other relevant provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company and subject to the approval of the Members at the next Annual General Meeting and also subject to the approval of the Central Government, if necessary, Shri Dhirajbhai K. Patel be and is hereby re-appointed as a Managing Director of the Company for a period of three years w.e.f. 26th September, 2009, on the terms and conditions enumerated as under: (1) (A) Salary: Rs. 1,25,000 (Rupees One Lac Twenty Five Thousand Only) per month plus bonus as may be decided every year. (B) Commission: Not exceeding 3.5% of the net profit of the company. Fully furnished accommodation: (a) The Company will provide fully furnished accommodation to the Managing Director. If the Managing Director is not provided accommodation by the Company, the Company shall pay House Rent Allowance at the rate of 40 % of the Salary. (b) The Company shall provide equipment and appliances, furniture and fixtures and furnishing at the residence of the Managing Director at the cost of the Company. The Company shall reimburse expenses of gas, electricity, water etc. The expenditure on these, valued in accordance with the Income Tax Rules, shall not exceed 10% of the salary. Conveyance: Free use of Companys Car with driver for Official purposes. Traveling, Boarding and Lodging: Actual expenditure to be reimbursed by the Company for outstation journey for Official work, in India or abroad. Leave Travel Concession : Entitled to travel with family, by any mode, i.e. Air, Train, Road, once in a year for visiting any place in India. Medical benefits : Reimbursement of actual expenses incurred for him and his family. Personal Accident Insurance : Premium for accident insurance shall not exceed the limit of Rs. 5,000/- or such higher limit as may be permitted under Income-tax Rules. Companys Contribution to: (a) Provident Fund : As per rules (b) Superannuation Fund / : As per rules Annuity Fund Gratuity: Gratuity at the rate of one months salary per year of his tenure of service. Leave and Leave Salary: Entitled to privilege leave on full salary and perquisites of one month for every year of service. Also allowed to encash unavailed total leave to his credit at the end of his tenure. Telephone: The Company shall bear all telephone expenses at his residence except long distance personal calls. Club Fees: Fees of two Clubs for his membership, excluding admission or life membership fees.

to the control, supervision and superintendence of the Board of Directors of the Company. Shri Dhirajbhai K. Patel is concerned and/or interested in the said Special Resolution to the extent of remuneration receivable by him and Shri Ambalal K. Patel is concerned and/or interested as his relative. None of the other directors of the Company is in any way concerned or interested in the resolution. 7. To consider and if, thought fit, to pass with or without modifications, the following resolutions as a Special Resolution. RESOLUTION NO. 7 SPECIAL RESOLUTION : RESOLVED THAT subject to the approval Under Section 269 and other relevant provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company and subject to the approval of the Members at the next Annual General Meeting and also subject to the approval of the Central Government, if necessary, Shri Chimanbhai K. Patel proposed to be appointed as a Executive Director (Technical) of the Company for a period of 5 years w.e.f 1st August, 2010, on the terms and conditions enumerated as under: (1) (2) Salary: Rs. 50,000 (Rupees Fifty Thousand Only) per month plus bonus as may be decided every year. Fully furnished accommodation: The Company will provide fully furnished accommodation to the Director. If the Director is not provided accommodation by the Company, the Company shall pay House Rent Allowance at the rate of 60 % of the Salary. Conveyance: Free use of Companys Car with driver for Official purposes. Personal Accident Insurance: As per rules Companys Contribution to: (a) Provident Fund :As per rules (b) Superannuation Fund / :As per rules Annuity Fund Gratuity: As per rules

(3) (4) (5)

(2)

(6)

FURTHER RESOLVED THAT the Company hereby approves the payment of the said remuneration as minimum remuneration to him in accordance with Schedule XIII of the Act, in case the Company has no profits or its profits are inadequate in any financial year. FURTHER RESOLVED THAT the Board of Directors be and is hereby authorised to revise periodically the remuneration including the salary, perquisites, allowances etc. payable to Shri Chimanbhai K. Patel in accordance with the provisions of Section 198, 309 and 310 read with Schedule XIII and other applicable provisions of the Companies Act, 1956 or any amendments or statutory modifications thereto, in conformity with the guidelines issued by the Central Government, without any further reference to the Company in the General Meeting. Shri Chimanbhai K. Patel is concerned and/or interested in the said Special Resolution to the extent of remuneration receivable by him. None of the Directors are concerned and/or interested in the said Special Resolution. NOTES: 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 THE PROXY NEED NOT BE A MEMBER. PROXIES, IN ORDER TO BE VALID, MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE MEETING. Explanatory statement as required under section 173 of the Companies Act,1956 which forms part of this notice is annexed herewith. The Register of Members and Share Transfer Books of the Company will remain closed from 15-09-2010 to 18-09-2010 (both days inclusive). Dividend, if declared, will be paid to those members whose names appear in the Register of Members on 18-09-2010. Members are requested to quote Folio number in all their correspondences. Members are requested to inform the company immediately the changes, if any, in their address specifying full address in Block Capital Letters with Pin code of the post office. Members are requested to bring their copy of Annual report of the meeting as the same shall not be distributed thereat. Members are requested to bring with them the attendance slip and hand it over at the entrance duly signed by them. With respect to payment of dividend, the Company provides the facility of NECS to all shareholders, holding shares in electronic and physical forms. Shareholders holding shares in the physical form who wish to avail NECS facility, may authorise the Company with their NECS mandate in the prescribed form which can be obtained from the Registrars and Transfer Agents, Bigshare Services P. LTd., E- 2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), MUMBAI 400072. The requests for payment of dividend through NECS for the year 2009-10 should be lodged with Bigshare Services P. LTd. on or before 14th September, 2010. Copy of NECS form is attached with the report.

(3) (4) (5) (6) (7)

(8)

(9) (10)

2. 3. 4. 5. 6.

(11) (12)

FURTHER RESOLVED THAT the Company hereby approves the payment of the said remuneration as minimum remuneration to him in accordance with Schedule XIII of the Act, in case the Company has no profits or its profits are inadequate in any financial year. FURTHER RESOLVED THAT Shri Dhirajbhai K. Patel shall also be entitled for reimbursement of entertainment expenses incurred in the course of business of the Company. FURTHER RESOLVED THAT the Board of Directors be and is hereby authorised to revise periodically the remuneration including the salary, perquisites, allowances etc. payable to Shri Dhirajbhai K. Patel in accordance with the provisions of Section 198, 309 and 310 read with Schedule XIII and other applicable provisions of the Companies Act, 1956 or any amendments or statutory modifications thereto, in conformity with the guidelines issued by the Central Government, without any further reference to the Company in the General Meeting. FURTHER RESOLVED THAT Shri Dhirajbhai K. Patel shall continue to enjoy the substantial powers for the management and administration of the company subject

7. 8. 9.

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VIKRAM THERMO (INDIA) LIMITED

Annual Report 2009-2010

ANNEXURE TO NOTICE EXPLANATORY STATEMENT UNDER SECTION 173 (2) OF THE COMPANIES ACT,1956
(1) ITEM NO. 6 : The present term of Shri Dhirajbhai K. Patel as Managing Director has expired on 26.09.2009. Subject to shareholders approval in next annual general meeting, the Board of Directors, at their meeting held on 27.10.2009, have reappointed him for a further period of three years from 26.09.2009. His remuneration has been determined by the remuneration committee constituted by the Board, in accordance with Schedule XIII of the Companies Act, 1956. Shri Dhirajbhai K. Patel is concerned and/or interested in the said Special Resolution to the extent of remuneration receivable by him and Shri Ambalal K. Patel is concerned and/ or interested as his relative. None of the other directors of the Company is in any way concerned or interested in the resolution. Information required to be disclosed in terms of notification No. GSR 36(E) dated 16.01.2002 of Schedule XIII to the Companies Act, 1956 :I. General Information : (1) (2) (3) (4) Nature of industry : Chemical Industry: The Company is manufacturing, marketing & exporting various pharmaceutical excipients & aromatic chemicals, which provides complete solution in Film Coating / Enteric coating & Sustain Release / Control Release formulations to pharma industry. Date or expected date of commencement of commercial production : The Company is already in Commercial Production since 1994. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus : Not Applicable. Financial performance based on given indicators : Particulars Turn over Stock in Trade/WIP Profit before Tax Provision for Taxation: Profit after Tax Proposed Dividend Rate of Dividend Declared (%) 2009-2010 205,286,110 (3,678,485) 30,375,907 10,373,124 20,002,783 5,582,570 10% 2008-2009 171,858,277 938,251 22,978,589 8,423,822 14,554,767 5,582,570 10% (5) Export performance and net foreign exchange collaborations : Financial Year 2008-2009 2009-2010 (6) Export Turnover Rs. 50,92,456/Rs. 85,48,271/-

Foreign investments or collaborators, if any. : NIL

II. Information about the appointee : Shri Dhirajbhai K. Patel is the young, energetic and enthusiastic Managing Director. He is the chief promoter Director of the Company. He is the Managing Director since incorporation of the Company. He possesses specialized qualification, sound knowledge and outstanding experience of the business activities of the Company. He is technically well qualified and expert not only in production but in marketing as well. In past, during the crisis and critical period, he was able to manage the Company successfully and pulled out the Company from panic situation to the present profit earning position. Under his able management, the Company has achieved the present position of progress and prosperity. Looking to the remuneration paid to other executives in industry, the remuneration proposed to be paid to him is quite fair, just and reasonable. During the year 2008-2009, he was paid the remuneration of Rs. 19,20,000/-. Pecuniary relationship: The Company had not entered into any transaction of material in nature with any of the related parties which were in conflict with the interest of the Company. Further all transaction with related parties were in the ordinary course of business and at arms length. III. Other information : The Company has been earning profits for the last few years. All steps are being taken to keep the R & D department up-to-date to meet with the latest technical and market requirements. Turnover and profitability is gradually and firmly increasing and it is hoped that under the able management of Managing Director Shri D. K. Patel, the Company will continue its march towards progress and prosperity. The above may be treated as an abstract as required under Section 302 of the Companies Act, 1956. Your Directors recommend this Special Resolution for your approval. (2) ITEM NO. 7 : Shri Chimanbhai K. Patel possesses the degrees of M.Sc. (Gold Medalist) Ph.D & DPC from Tokyo, having wide experience and knowledge in the chemical and polymer. He has been giving his valuable services to Research and Development. He is the Chairman and Technical Director of the Company and has given valuable contribution in the development of the Company. His technical knowledge and directions has improved the quality of production and added the efficiency in working. Under his chairmanship and guidance the Company has made very good progress. He has been appointed by the Board as an Executive Director (Technical) for the period of five years with effect from 1 st August, 2010 subject to approval of the members. He is aged 73 years and hence the Special Resolution is placed before you for your approval. The remuneration by way of salary and perks is the same which he was receiving earlier. Shri Chimanbhai K. Patel is concerned and/or interested in the said Special Resolution to the extent of remuneration receivable by him. None of the Directors are concerned and/or interested in the said Special Resolution. (3) DETAILS OF DIRECTORS SEEKING APPOINTMENT AND REAPPOINTMENT ARE AS UNDER: Name of Director Date of Birth Date of Appointment Qualification Expertise in specific Functional areas List of Companies in which Directorship is held Chairman/ Member of the Committee of other Companies Shri D. K. Patel 06/07/1963 11/03/1994 B.Sc., MBA Production, Research & Development, Marketing and Export NIL NIL Shri C. K. Patel 10/03/1935 26/09/1994 M.Sc., Ph.D Research & Develpment NIL NIL Shri A. K. Patel 13/06/1952 01/04/2003 Non-Metric Liason & Marketing NIL NIL Shri K. C. Patel 23/08/1970 01/05/2003 M.Sc., M.B.A Management & Marketing NIL NIL

Registered Office 101, Classic Avenue, Opp. Sales India, Ashram Road, Ahmedabad - 380009 Date: 29-07-2010

By order of Board of Directors For, Vikram Thermo (India) Ltd. SdNeha B. Patel Company Secretary

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