The Members of Decolight Ceramics Limited
 
 The Directors are pleased to present their report on the working of
 the company along with the Audited Accounts for the year ended 31st
 March, 2011:
 
 Financial Performance
 
 The details of the financial performance of the company are appearing
 in the Balance sheet, Profit & Loss Account along with other financial
 statement.
 
 Highlights are as under:-                   
                                             (Rs. In lacs)
 
 Particulars                           2010-11    2009-10
 
 Total Income from operations         14478.53    8749.25
 
 Profit before considering             1252.03    1053.85
 Exceptional items, Interest,
 Depreciation and Taxation 
 
 Less: Interest & Financial
 Charges                                606.03     772.75
 
 Less: Depreciation                     544.73     521.85
 
 Profit / (Loss) before
 considering Exceptional Items
 and Tax                                101.27    (240.75)
 
 Less: Exceptional Items                     -      38.44
 
 Profit / (Loss) after exceptional
 items and before taxation              101.27    (279.19)
 
 Provision for taxation                  22.85    (143.55)
 
 Profit / (Loss) after Tax               78.42    (135.64)
 
 Less: Prior period items                    –       0.17
 
 Add: Balance of Profit brought
 forward from previous year            1979.83    2115.64
 
 Profit available for
 appropriation                         2058.25    1979.83
 
 Appropriation to:                           –          –
 
 Proposed Dividend on
 Equity Shares                               –          –
 
 Balance Carried over to the
 Balance Sheet                         2058.25    1979.83
 
 Dividend
 
 Your directors do not recommend any dividend for the year 2010-11 due
 to unsatisfactory business performance.
 
 Business Performance
 
 For the year ended 31st March, 2011, the revenue from Tiles, Building
 Materials and Allied Activities remained at Rs.14043.32 lakhs as
 against Rs. 8199.56 lakhs for year 2009-10. On green power generation
 front, during the year under review the revenues were Rs. 336.66 lakhs
 as against Rs. 549.69 lakhs for the year ended 31st March, 2010.
 Overall for the year under review, the company reported a profit before
 tax of Rs. 101.27 lakhs as against the reported loss of Rs. 240.75
 lakhs for the year ended 31st March, 2010.
 
 Though the company could manage volume growth in its Tiles, Building
 Materials & Allied Activities segments, the margins were affected
 because of the higher inputs cost and interest costs. Besides, the
 company also had to bear the brunt of natural calamity destruction on
 17th of November, 2010 resulting in temporary shutdown of the plant and
 manufacturing facilities.  Consequently, the company could regain its
 factory operations only from 1st January, 2011 onwards after the
 disaster. The revenues from wind power generation also impacted because
 of deteriorating performance of the 2.10 MW WTG.  on which the company
 was compensated for shortfall in output generation during year 2009-
 10. Ultimately, the management had to dispose off the 2.10 MW WTG
 during year end 2010-11.  Further, due to shifting of the aluminium
 composite panel manufacturing facilities to other place and the time
 delay involved in the reinstallation process, during the year under
 review there was no aluminimum composite panel production. However,
 efforts are on to restart the production at the earliest.
 
 During the year under review, the Company''s vitrified tiles production
 capacity stood at 12000 sq. mtrs. per day. There was no capacity
 addition during the year.
 
 Corporate highlights
 
 Capacity Expansion
 
 The current capacity of the company''s manufacturing facilities for the
 production of vitrified tiles stand at 12000 sq. mtrs per day. There
 was no capacity expansion during the year under review. The present
 capacity of production is running on maximum efficiency.
 
 The management has the plan to enhance the production capacity to
 24,000 smpd.
 
 Green Power
 
 On Windmill Power Generation front, the gross generation of green power
 of comes to 60.00 lakh units for the year under review as against 81.31
 lakhs units during year 2009-10. Units generated thereat have been
 wheeled or banked through State grids.
 
 Allotment of shares on preferential basis
 
 With the completion of the allotment of shares on preferential basis to
 non-promoters during October, 2010, presently the company''s total
 issued, subscribed and paid up capital stands at Rs. 48,33,54,440. The
 company''s shares have been listed in the Bombay Stock Exchange Ltd. and
 The National Stock Exchange Ltd.
 
 Preferential Issue of convertible equity warrants
 
 Pursuant to the Special Resolution passed by the Members in the 10th
 AGM and the in principle approval under clause 24(a) of the listing
 agreement received by the company from BSE and NSE, dated 18.11.2009
 and 27.11.2009 respectively, the company allotted 28,237,500 equity
 convertible warrants on 8th December, 2009 at allotment money of Rs.
 2.75 including a premium of Rs. 0.25 per warrant. Since the allottees
 have not exercised their right of conversion into equity shares within
 eighteen months from the date of allotment, as per SEBI ICDR
 Regulations, 2009 the warrants so issued stand lapsed.  Accordingly,
 the company has communicated to both the stock exchanges.
 
 Fixed Deposits
 
 Your Company has not invited/accepted any Fixed Deposits within the
 meaning of Section 58A of the Companies Act, 1956 and the Rules made
 there under.
 
 Listing
 
 The equity shares of the Company are listed with Bombay Stock Exchange
 (BSE), and National Stock Exchange (NSE) . There are no arrears on
 account of payment of listing fees to the Stock Exchanges
 
 Awards and Recognitions
 
 During the year under review the company has received a Certificate
 from Universal Media Group, Creating Powerful Business Platforms, in
 appreciation of the company''s valuable contribution to the tiles and
 ceramic industry and the company''s presence at the index-ifj industry
 meet for the tile and ceramic industry, dated 14th March, 2011.
 
 Health, Safety, and Environment
 
 The Company is taking continuous steps and also developing environment
 friendly processes for effective resource management with specific
 focus to energy, water and basic raw materials.  Monitoring and
 periodic review of the HSE Management System is done on a continuous
 basis with emphasis and focus given to safety at workplace. The Company
 has implemented a Management System complying with the requirements of
 ISO 14001:2004 for manufacturing of Vitrified Tiles.
 
 Quality
 
 The company''s products undergo different quality parameter checking and
 the company continues to focus on delivering products and services that
 consistently meet customers'' expectations. Quality consciousness
 through continual development and improvement of its all processes,
 procedures and systems has been inculcated throughout the plant of
 vitrified tiles unit. The Company has implemented a Management System
 complying with the requirements of ISO 9001: 2008 for manufacturing,
 supply and export of vitrified tiles.  Strict quality control is
 maintained through raw materials, in line and finished products
 inspection.
 
 Management Discussion and Analysis Report
 
 Management Discussion and Analysis Report as required under the Listing
 Agreement with the Stock Exchanges is attached as Annexure ''A''.
 
 Directors
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company -
 
 i) Mr Vasant A Kaila, Director of the Company, retires by rotation and,
 being eligible, offers himself for re-appointment.
 
 ii) Mr Ashvin H Bopaliya, Director of the Company, retires by rotation
 and, being eligible, offers himself for re-appointment.
 
 Appropriate resolutions for the appointment of the aforesaid Directors
 are being moved at the ensuing Annual General Meeting for your
 approval.
 
 Corporate Governance
 
 The disclosures as required under the Corporate Governance have been
 furnished as part of this report. The Company has taken the requisite
 steps to comply with the recommendations concerning Corporate
 Governance. A report on Corporate Governance together with a
 certificate of compliance from the Practising Company Secretary, forms
 part of this report.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirements under section 217(2AA) of the Companies
 Act, 1956, the Board of Directors of the Company hereby state and
 confirm that
 
 (a) In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departure;
 
 (b) The Directors have selected such accounting policies and have
 applied them consistently and have 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 at the end of the financial year and of
 the profit of the Company for the year under review;
 
 (c) 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;
 
 (d) The Directors have prepared the annual accounts on a going concern
 basis.
 
 Auditors
 
 SVK & Associates, Chartered Accountants, Ahmedabad, Firm No. 118564W,
 the Auditors of the Company, retire at the ensuing Annual General
 Meeting and `being eligible, offer themselves for reappointment. The
 Company has received a copy of valid Peer Review Certificate issued by
 ICAI Board and letters from auditors to the effect that their
 reappointment, if made, would be within the prescribed limits under
 Section 224(1B) of the Companies Act, 1956 and that they are not
 disqualified for such reappointment within the meaning of Section 226
 of the said Act. The observation of the auditors referred to in the
 Auditors'' Report have been suitably explained in the Notes on Accounts.
 
 Insurance
 
 All the assets of the Company are adequately insured and the policies
 are valid and subsisting.
 
 Particulars Of The Employees
 
 Particulars of employees in accordance with provisions of Section 217
 (2A) of the Companies Act, 1956, read with Companies (Particulars of
 Employees) Rules, 1975, as amended, are not given as none of the
 employees qualify for such disclosure.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earning and Outgo
 
 A) Conservation of Energy
 
 a) Energy Conservation measures taken:
 
 Your Company continues to be committed to energy conservation in its
 manufacturing operations.
 
 Cost Accounting Records
 
 Your Company is required to maintain cost accounting records in respect
 of wind power generation business and the Company has complied with the
 above requirement for the year ended 31st March 2011.
 
 b) Some significant Energy conservation measures implemented in the
 recent past are:
 
 1.  The company is taking every necessary steps towards reducing the
 consumption of energy.
 
 2.  The captive power units of the company have been functioning
 properly. Units generated thereat have been wheeled or banked through
 State grids which augur well towards reduction in energy cost.
 
 3.  The Company continues to reduce the firing cost of Tiles driers by
 effective recovery of waste heat for using in Roller Kilns and for this
 the company on a regular basis identified leakage points and necessary
 prevention / rectification is done / being done .
 
 4.  The Company made regular maintenance to plant and machinery in
 addition to design modifications in the machinery and allied equipments
 to aid in conservation of energy and improvement in operational
 efficiency.
 
 5.  The instructions of the energy auditor have been disseminated
 throughout the manufacturing set ups with the objective of creating
 awareness towards effective conservation of energy and reduction of
 costs.
 
 6.  The Company also uses the energy saving techniques by using the
 waste steam converting into vapors and then reusing the same in cooling
 and filtering the Coal gas.
 
 7.  To reduce the company''s Spray Dryer fuel cost further, the company
 imported new Coal Stove.
 
 c) Impact of the measures
 
 Total fuel cost during the year was Rs. 2633.23 lacs while the same was
 Rs. 2764.85 lacs in the last year. During the year under review the
 company could generate 60 lakh units as against 81.31 lakhs units of
 wind power in previous year. The total revenue implication is Rs.
 336.66 lakhs as against Rs. 549.69 lakhs of previous year.
 
 Following are the details of power cost per ton of production:
 
 Year       Production       Total Power         Power cost
            (Tons)         Cost incurred         per ton /Rs.
                           / Rs. (Net of         (Net of wind
                             wind power)         power)
 
 Vitrified Tiles Unit / MT
 
 2005-06    33466            128,247,057         3832.16
 
 2006-07    40583            161,802,924         3986.96
  
 2007-08    53928            212,304,984         3936.75
 
 2008-09    47159            221,340,254         4693.00
 
 2009-10    61981            220,078,014         3550.73
 
 2010-11    56684            229,656,472         4051.52
 
 Aluminium Composite Panels Unit / Sq Mtr
 
 2008-09    31890 Sq/Mtr       12,63,249         39.61/Sq Mtr
 
 2009-10    40703 Sq/Mtr       14,38,241         35.34/Sq Mtr
 
 2010-11    Nil                        -         -
 
 B) Technology absorption
 
 Efforts made in technology absorption: 
 
 a) Research & Development (R & D)
 
 1. The Company continues to pursue its research and development efforts
 in the areas of product concept development, raw material usage giving
 priority to local contents and product features and product quality
 improvement, reduction in the Kiln cycling time of Vitrified Tiles,
 etc. and is adequately equipped with its own R&D Department with
 qualified manpower.
 
 Benefits derived as a result of the above R & D
 
 1.  During the year under review, the
 
 company continued to use local clay and for this the Company has been
 receiving cooperation from Central Glass & Ceramic research Institute
 (CGCRI), Naroda, Ahmedabad, for the development of local Indian clay.
 Consequently, local contents of the product increased and dependence on
 Ukraine Clay completely stopped.
 
 2. The company replaced the old technology polishing line with the
 latest technology and longer length polishing line. This step continued
 to contribute improvement in quality, reduction in energy consumption,
 saving in working hours, and reduced use of abrasives leading to cost
 savings in production.
 
 3.  Reduction in the company''s Spray Dryer fuel cost because of
 importation and installation of new Coal Stove
 
 4.  Regular overhauling and upgrading of the machinery resulted in
 improvement in the functioning of the machineries.
 
 5.  Routine and Preventive Maintenance carried out to its Auxilassing
 Calibrating Machine reflected improved quality and product life in the
 products of the company in addition to reduction in the consumption of
 abrasives and electricity.
 
 6.  The company uses CNG in its manufacturing facilities which promote
 environmental cleanliness, leads to more efficiency and less polluting.
 
 7.  The above measures continue to contribute conservation of resources
 and reduction in pollution and costs, productivity enhancement,
 improved product quality and eco-friendly products.
 
 Future Plan of action
 
 1.  Introduction of Nano Technology backed machinery for manufacturing
 of high Nano quality Vitrified Tiles.
 
 2.  Drive to position the company''s products in untapped and potential
 markets.
 
 Expenditure on R & D tentatively planned
 
 a) Capital Expenditure   Rs. 2.50 Cr
 
 b) Recurring             Rs. 0.50 Cr
 
 c) Total                 Rs. 3.00 Cr
 
 b) Technology absorption, adaptation and innovation
 
 The company is using Chinese and Spanish technologies in its
 manufacturing facilities since year 2004.
 
 The benefits derived are reflected in the products of the company in
 the form of improved product features, quality, product life, and
 better hygienic contents in addition to the increased business
 opportunities for the company''s product that may accrue in the periods
 ahead.
 
 The company has not imported any Technology during the last five years
 reckoned from the beginning of the financial year.
 
 C) Foreign Exchange             2010-11     2009-10 
 Earning & Outgo
 
 1.  Total foreign exchange
 earned Rs.                    10,80,986    4,09,446
 
 2.  Total foreign exchange 
 used Rs. in lakhs                298.39      501.76
 
 Industrial / Human Relations:
 
 The Industrial relations during the year under review continue to
 remain cordial between the workers and management. The Management
 appreciates the employees of all cadres for their dedicated service to
 the Company, and expects continued support for higher level of
 productivity, cost optimisation and better delivery systems with
 greater concerns on health, safety and environment. The Company
 continued its efforts in the HR policies and processes to further its
 performance.
 
 Acknowledgement:
 
 Your Directors place on record their sense of appreciation for the
 co-operation received from the Banks, Financial Institutions,
 Employees, Customers and Suppliers of the Company at all levels during
 the year under review.
 
 
                              For and on behalf of Board of Directors
                                                                 Sd/-
                                              Girishbhai M. Pethapara
                                                             Chairman
 
 Place : Morbi
 Date  : 26th August, 2011