DIRECTORS' REPORT

TO,

THE MEMBERS,

TIRTH PLASTIC LIMITED

Your Directors have pleasure in presenting herewith their 29th Annual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2015.

2. DIVIDEND:

With a view to enlarge the business operations of the Company, the Directors did not recommend dividend for the Current Year.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions Section 152 [6] of the Companies Act, 2013, MR. GUNJAN DOSHI (DIN: 02933336), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Pursuant to the provisions Section 161 of the Companies Act, 2013, MRS. SANGITA PATEL (DIN: 07133187), Additional (Independent) Director of the Company, be appointed as Director of the Company with effect from 26th March, 2015.

The terms of Managerial Remuneration paid of MR. GUNJAN DOSHI & MR. NARESH RANA are revised as per as per the Schedule V as provided in the newly enacted Companies Act, 2013.

Pursuant to the provisions of Section 203 (1) (iii) of the Companies Act, 2013, MR. GUNJAN DOSHI, Director of the Company, be appointed as Chief Financial Officer of the Company to be treated as Key Managerial Personnel of the Company w.e.f. 14th August, 2015.

Pursuant to the provisions Section 149 & 152 of the Companies Act, 2013, MR. NARESH RANA, MR. GAURANG PATEL & MR. MANOJ SHAH have been appointed as an Independent Directors for term of Five years with effect from 30th September, 2014. Further, MRS. SANGITA PATEL has been appointed as Woman Director with effect from 26th March, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-sectio n 6 of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agree ment which is hereby enclosed as 'Annexure: I*.

4. MEETINGS:

During the year. Six Board Meetings and Four Audit Committee Meetings were duly convened and held. The following are the dates on which the said Board Meetings held:

May 29. 2014. August 13. 2014. September 1. 2014. November 14. 2014. February 14. 2015 & 26'h March. 2015.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

5. COMMITTEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholder's Relationship Committee

> Share Transfer Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the 'Report on Corporate Governance' of the company which forms part of this Annual Report.

6. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this Directors' Report as 'Annexure: II'.

7. STATUTORY AUDITORS & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/S. PRADIP B. GANDHI & CO.. Chartered Accountants (Firm Registration No.: 118674W], have been appointed as statutory auditors of the company at the Twenty Eighth Annual General Meeting held on September 30, 2014 to hold office from the conclusion of Twenty Eighth Annual General Meeting (AGM) till the conclusion of the Thirty Second Annual General Meeting of the Company, subject to ratification by the shareholders annually. Accordingly, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM. In this regard, the Company has received a certificate from the Statutory Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Auditors comments on your company's accounts for year ended March 31, 2015 are self explanatory in nature and do not require any explanation as per provisions of Section 134 (3) p) of the Companies Act, 2013.

There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report.

8. INTERNAL AUDIT & CONTROLS:

Your company had laid down set of standards, processes and structure which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively.

9. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. A. SHAH & ASSOCIATES. Practising Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY. 2014-15. The Report of the Secretarial Auditor for the FY. 2014-15 is annexed to this report as 'Annexure: III' to the Directors' Report.

Secretarial Auditors have qualified their report to the Members of the Company & in this connection; the Board of Directors of the Company has discussed the same at arm's length and agreed to take the corrective steps on following Qualifications:

1. The Company is yet to comply with Clause 47 (a) of Listing Agreement.

2. The Company is not in compliance with Pursuant to Section 203 (1) (ii) of Company's Act, 2013.

3. The Company is yet to comply with the Section 203 (1) (Hi) of Company's Act, 2013.

4. The Company is not in compliance with Clause 41 (III) & 41 (VI) for the Financial Year 2014-15.

5. The Company is yet to comply with Clause 41 (1) (h) with regards to Peer Review Audit Firm.

6. The Company is yet to comply with the section 138 of the Companies Act, 2013 i.e. Internal Auditor needs to be appointed to conduct the internal audit of the functions and activities of the Company.

7. The Company is also listed on Ahmedabad Stock Exchange (ASE) but no statutory compliance have been done with the Ahmedabad Stock Exchange pursuant to Listing Agreement as required to be done with the said Stock Exchange.

8. The Company is yet to comply with Section 108 of the Companies Act, 2013 & Clause 35B of the Listing Agreement with regards to the accessibility of E-Voting facility to be provided to the Members of the Company.

9. The Company is not in compliance with the Section 197 & 198 of the Companies Act, 2013 with regards to the payment of Managerial Remuneration to the Director of the Company

Secretarial Auditor Report (MR-3J is annexed herewith this Directors' Report, and as it is self explanatory and therefore do not call for any further comments.

10. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as 'Annexure: IV.

11. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI"] under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

12.FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8 (5] (v) & (vi) of the Companies (Accounts] Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

13.CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Clause 49 of the Listing Agreement is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. PRADIP B. GANDHI & CO.. Chartered Accountants (Firm Registration No.: 118674W), conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

14. FOREIGN EXCHANGE EARNINGS / OUTGO:

As the Company has not carried out any activities relating to the export and import during the financial year. There is- no foreign exchange expenses and foreign income during the financial year.

15. SIGNIFICANT OR MATERIAL EVENTS:

The Bombay Stock Exchange Limited (BSE] has in-principal approved the Revocation of Suspension in trading of the securities of the Company vide its letter dated 1st July, 2015, subject to fulfilment of certain Conditions and Procedural Formalities as specified by BSE. The Company is under the process of accomplishment of procedure as prescribed therein.

16. VIGIL MECHANISM:

In pursuant to the provisions of section 177 (9] & (10] of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tirthlimited.com  under Investors / Policy Documents / Vigil Mechanism Policy link.

18.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

All such Related Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.tirthlimited.com under investors / policy documents / Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 'Annexure: V the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134 (3) (g) of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as 'Annexure: VI' and forms part of this Report.

20.HUMAN RESOURCES DEVELOPMENT:

Your Company treats its "Human Resources" as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

21. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as 'Annexure: VII' to the Directors' Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 5 Lac Per month if employed for part of the year and Rs. 60 Lacs Per Annum if employed for the whole year.

22. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

23.CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure form ing part of this Report.

25. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed during the financial year 2014-15 by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

26.STATEMENT OF DIRECTORS' RESPONSIBILITY:

Pursuant to requirement under 134 [3] (c] of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2015, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicabl e laws and that such systems are adequate and operating effectively.

27. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

ON BEHALF OF THE BOARD OF DIRECTORS,

FOR, TIRTH PLASTIC LIMITED

MR. VARIS DOSHI

MANAGING DIRECTOR (DIN: 02963528)

DATE: 14/08/2015

PLACE: AHMEDABAD