Galore Prints Industries Ltd

1. Industry structure and developments.

The Company is mainly engaged in manufacturing in the Flexible Packaging Material. TheFlexible Packaging Industry is growing at a steady pace. We therefore foresee steadygrowth for our products in the coming years.

2. Opportunities and threats

The growing flexible packaging has a clear opportunity for growth. The Company enjoys ahigh degree of acceptance for its products and business among its valued customers andhence is in a position to take full advantages of the opportunities for a growingpackaging industry.

The threat to the Company is from unorganized sector producing cheaper, low qualityproducts. Continues efforts are therefore on to cut down on costs and offer products atmost competitive prices.

3. Segment wise performance

As the Company’s business activity falls within a single segment viz,"Flexible Packaging", the disclosure requirement of segment reporting is notapplicable.

4. Out Look

As stated earlier, we see a clear path of growth for the product of the Company incoming years. Increasing competition both in terms of more manufactures of our productsand coming in of lower end products will be challenge that we will need to meet in orderto stay abreast with the market growth. The Company intends to do this to more efficientoperation and focused customer’s contacts.

5. Risk and Concerns

Your Company is exposed to the business and financial risks. Business risk include needfor continous technological up gradation to meet emission standards/ safety requirements,customers higher expectations for better value and intense competition.

All these risks are continuously addressed in the business plans, functional strategiesand management review and acted upon.

6. Internal Control Systems and their adequacy.

The Company has proper and adequate systems of internal controls in order to ensurethat all assets are safeguarded against loss from unauthorized use are disposition andthat are transactions are authorized, recorded and reported correctly.

7. Discussion on financial Performance with respect to operationalperformance.

The details of the financial performance of the Company appear in the Balance Sheet,Profit & Loss Account highlights for the year 2011 are as under:

The Financial performance of the Company has been explained in the Directors Report ofthe Company for the year 2011 appearing separately.

8. Human resources

During the year under review, special attention was given to training and developmentfor various levels of employees. Employees/ Employers relation continued to be cordial asalways.

9. Cautionary Statement

Certain statements in the Management Discussion and Analysis describing theCompany’s view about the industry, expectations/ predictions, objectives etc. may beforward looking within the meaning of applicable laws and regulations. Actual results maydiffer materially from those expressed in the statement. Company’s operations mayinter-alia be affected by the supply and demand situation and their availability changesin Government Regulations, Tax Laws and other factors such as industrial relations andeconomic developments etc. Investors should bear the above in mind.

SECRETARIAL COMPLIANCE CERTIFICATE

CIN: L24119DL1988PLCO31866

Nominal Capital: Rs.50,000,000

To,

The Members

GALORE PRINTS INDUSTRIES LIMITED

123-A, DDA OFFICE COMPLEX,

PH-I, JHANDEWALAN EXTEN,

NEW DELHI-110055

I have examined the registers, records, books and papers of GALORE PRINTS INDUSTRIESLIMITED (the Company) as required to be maintained under the Companies Act, and the rulesmade there under and also the provision contained in the Memorandum and Articles ofAssociation of the company for the financial year ended on 31st March, 2011. In my opinionand to the best of my information and according to the examination carried out by me andexplanations furnished to me by the company, its officers and agents, I certify that inrespect of the aforesaid financial year:

1. The Company has kept and maintained the applicable statutory registers as stated inAnnexure ‘A’ to this certificate, as per the provision of the Act and the rulesmade there under and all entries there in have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure ‘B’to this certificate, with the Registrar of Companies.

3. The Company, being a Limited Company, has the paid-up Share Capital of Rs.3,06,93,430/- and it has required members during the said financial year was within thelimit as prescribed excluding its present and past employees.

4. The Board of Directors duly met 7 (SEVEN) times on 30.04.2010, 13.07.2010,31.07.2010, 03.09.2010, 31.10.2010, 31.01.2011, 31.03.2011 in respect of which meetingsproper notices were given and proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

5. The Company has closed its Registers of Members from the 28th of September to 29^thday of September 2010 for the purpose of Annual General Meeting held on September 30th,2010 and necessary compliance of Section 154 of the Companies Act has been complied with.

6. The Annual General Meeting for the financial year ended on 31st March, 2010 was heldon 30th September, 2010 after giving due notice to the members of the Company and theresolutions passed there at were duly recorded in the Minutes Book maintained for thepurpose.

7. No Extra-ordinary General Meetings was held during the financial year.

8. The Company has not advanced any loans to its Directors or persons or firms orCompanies referred u/s 295 of the Act.

9. The Company has not entered into any contracts falling within the purview of Section297 of the Act.

10. The Company made all necessary entries in the Register maintained under Section 301of the Act.

11. As there were no instances falling within the purview of Section 314 of the Act,the Company has not obtained any approvals from the Board of Directors, Members or CentralGovernment, as the case may be.

12. The Company has not issued any Duplicate Share Certificates during the financialyear.

13. The Company has:

I. delivered all the certificates on allotment of securities on lodgment thereoffor/transfer/transmission or any other purpose in accordance with the provision of theact.

II. not deposited any amount in a separate bank account as no dividend was declaredduring the financial year.

III. not posted warrants to any member of the Company as no dividend was declaredduring he financial year.

IV. not transferred any amount to Investor Education and Protection Fund., as there wasno unpaid dividend ac- count, application money due for refund, matured deposits, maturedDebentures and the interest accrued thereon which have remained unclaimed or unpaid or aperiod of seven years.

V. duly complied with the requirement of Section 217 of the Act.

14. The Board of Directors of the company is duly constituted.

15. The Company has not appointed any Managing Director/Whole time Director during theFinancial Year.

16. The Company has not appointed any sole-selling agents during the financial year.

17. The company was not required to obtain any approvals of the Central Government,Company Law Board, Regional Director and Registrar of Companies as prescribed undervarious provisions of the Companies Act, 1956.

18. The Directors have disclosed their interest in other firms / companies to the Boardof Directors pursuant to the provision of the Act and the rules made there under.

19. The Company has not issued any equity shares or debentures or other securitiesduring the financial year.

20. The Company has not bought-back share during the financial year.

21. There was no redemption of preference shares or debentures during the financialyear.

22. There were no transaction necessitating the company to keep in abeyance the rightsto dividend, right shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted any deposits including any unsecured loansfalling within the purview of Section 58A during the financial year, but has outstandingUnsecured loans of Rs.3,40,58,136 as on 31st March, 2011.

24. The Company has not made borrowings u/s 293 (1)(d) of the Companies Act, 1956during the financial year.

25. The Company has not made any loans or advances or given guarantees or providedsecurities to other bodies corporate and consequently no entries have been made in theregister kept for the purpose.

26. The Company has not altered the provision of the Memorandum with respect tosituation of the company’s registered office.

27. The Company has not altered the provision of the Memorandum with respect to theobject of the company during the year under scrutiny.

28. The Company has not altered the provision of the Memorandum with respect to name ofthe Company during the year.

29. The Company has not altered the provisions of the Memorandum with respect to ShareCapital of the Company during the financial year.

30. The Company has not altered the Articles of Association during the financial year.

31. There was no prosecution initiated against or show cause notice received by thecompany and no Fines or penalties or any other punishment imposed on the Company duringthe financial year, for Offences under the Act.

32. The Company has not received any money as security from its employees during thefinancial year.

33. The Company has not constituted provident fund for its employees and as suchprovision of Section 418 of the Act are not applicable.

Annexure ‘A’

Name of the company: GALORE PRINTS INDUSTRIES LIMITED

CIN: L24119DL1988PLC031866

Registers as maintained by the Company:-

I. Register of Members u/s 150.

II. Register of Directors u/s 303.

III. Minute Book of Board of Directors u/s 193 (1).

IV. Registers and Returns u/s 163.

V. Register of charge u/s 143.

VI. Books of Accounts u/s 209.

VII. Register of Share transfer u/s 108.

VIII.Register of Share Application & Allotment.

Annexure ‘B’

Forms and Returns as filed by the company with the Registrar of Companies during thefinancial year ending on 31st March, 2011:

I. Form 23AC (Filing of Balance Sheet for the F.Y. ending 31.03.2010)

II. Form 66 (Filing of Compliance Certificate for the F.Y. ending 31.03.2010)

III. Form 23ACA (Filing of P/L for the F.Y. ending 31.03.2010)

IV. Form 17 was filed on 13.07.2010.

V. Form 17 was filed on 13.07.2010.

VI. Form 17 was filed on 13.07.2010.

VII. Form 17 was filed on 13.07.2010.