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Directors Report of Gaekwar Mills Ltd.

Mar 31, 2014

Dear Members,

The Directors present their 85th Annual Report and Audited Accounts for the year ended 31st March, 2014.

Scheme of Compromise/Arrangement

The members are aware, a Scheme of Compromise and / Arrangement between The Company and its shareholders, creditors and workers under sections 391 to 393 of the Companies Act, 1956 was approved by the Hon. Bombay High Court on 10th September 2009. The Scheme was further modified by the orders of the Hon. Bombay High Court dated 6th January 2010, 7th January 2010, 8th April 2010, 8th February 2013 and 15th January 2014. Pursuant to sanction of the aforesaid Scheme the Board of Directors has been constituted for implementing the said scheme.

Accounts for the year ended 31st March 2014

Loss for the year was Rs. 218.24 lakhs which has been added to Rs.3240.09 lakhs carried forward from the previous year.

Increase in Share Capital

New Equity Shares and Debentures were allotted on 22nd April 2013:

a) Increase in paid-up share capital from Rs 89 lakhs to Rs 200 lakhs by making preferential allotment to existing Strategic Investor, M/s Platinum Square Pvt. Ltd. as well as to another Strategic Investor, M/s Mukesh Babu Financial Services Ltd.

b) Issue of 0% Secured Redeemable Debentures having face value of Rs 5 crores to M/s Mukesh Babu Financial Services Ltd.

Plans for the Company

The Company''s plans for development of an ultra modern township on 60% of the land at Bilimora are is pending for approval of Billimora development plan by Government of Gujarat which is expected shortly after which the work on company''s land will commence may be during the year 2014/15.

Directors

Mr. Om Dutt Purohit, Director of the Company, retires by rotation at the ensuing Annual General Meeting. It is proposed to appoint him as an Independent Director of the Company for a period of five years from the date of the Annual General Meeting. He is a person of integrity and possesses relevant expertise and experience. The Board has also opined that he has fulfilled the conditions specified in Section 149 of the Companies Act, 2013 and rules made thereunder and that he is independent of management.

Directors'' Responsibility Statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that 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 statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year under review.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2014, on a going concern basis, taking into account the fact that as on date of preparation of the accounts the Company has been revived and its net worth will turn positive upon completion of all actions envisaged in the Scheme of Compromise."

Auditors

M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under 224(l)(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee during the year. Observations on Remarks in the Auditors'' Report:

The fullest information and explanation of the respective matters have already been given in the Notes included by your Directors as a part of Accounts submitted to you for the year under Report as also by the Auditors themselves in the said Report.

ANNEXURE TO THE DIRECTORS'' REPORT:

(Additional information given in terms of Notification No.1029 of 31-12-1988, issued by the Department of Company Affairs).

No information can be given with regard to Disclosure in respect of Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo, etc. as the Company had no operations during the year under review.

On behalf of the Board of Directors

Om Dutt Purohit Ratan Karanjia

Directors

Registered Office:

Office No. 15, Ground Floor, Patil Building, 38 West, Sion West, Mumbai 400022. Dated: 30th May, 2014


Mar 31, 2013

To. The Members,

The Directors present their 84th Annual Report and Audited Accounts for the year ended 31st March, 2013.

Scheme of Compromise/Arrangement

The members are aware, a Scheme of Compromise/Arrangement between shareholders, creditors and workers of The Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the Companies Act, 1956 was approved by the Hon. Bombay High Court on 10th September 2009. The Scheme was further modified by the orders of the Hon. Bombay High Court dated 6th January 2010, 7,h January 2010 and 8th April 2010. Pursuant to sanction of the aforesaid Scheme the Board of Directors has been constituted for implementing the said scheme.

Accounts for the year ended 31st March 2013

Loss for the year was Rs. 144.37 lakhs which has been added to Rs.3095.72 lakhs carried forward from the previous year.

Increase in Share Capital

The Board had obtained consent of the members by way of Postal Ballot, to

a) increase the paid-up share capital from Rs 89 lakhs to Rs 200 lakhs by making preferential allotment to existing Strategic Investor, M/s Platinum Square Pvt. Ltd. as well as to another Strategic Investor, M/s.Mukesh Babu Financial Services Ltd. and

b) raise Rs 500 lakhs by issue of 0% Secured Redeemable Debentures to M/s Mukesh Babu Financial Services Ltd.

By order dated 20lh February 2013, Hon. Justice Jamdar of the Bombay High Court allowed modification in the original Scheme of Compromise/Arrangement to allow for raising capital through both these instruments. The new Equity Shares and Debentures were allotted on 22nd April 2013, shortly after the close of the year under review.

Plans for the Company

The Company''s plans for development of an ultra modern township on 60% of the land at Bilimora are in the final stages of approval by various authorities, and it is expected that work will commence during 2013/14.

Directors

Mr. Ratan Noshir Karanjia, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Directors'' Responsibility Statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that 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 statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year under review .

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2013, on a going concern basis, taking into account the fact that as on date of preparation of the accounts the Company has been revived and its net worth will turn positive upon completion of all actions envisaged in the Scheme of Compromise."

Auditors

M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under 224(1 )(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee during the year.

Observations on Remarks in the Auditors'' Report:

The fullest information and explanation of the respective matters have already been given in the Notes included by your Directors as a part of Accounts submitted to you for the year under Report as also by the Auditors themselves in the said Report.

ANNEXURE TO THE DIRECTORS'' REPORT :

(Additional information given in terms of Notification No.1029 of 31-12-1988, issued by the Department of Company Affairs).

No information can be given with regard to Disclosure in respect of Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo, etc. as the Company had no operations during the year under review.

On behalf of the Board of Directors

Om Dutt Purohit Ratan Karanjia

Directors

Registered Office :

Office No. 15, Ground

Floor, Patil Building,

38 West, Sion West,

Mumbai400022.

Dated: 31s1 May, 2013


Mar 31, 2012

The Directors present their 83rd Annual Report and the Audited Accounts for the year ended 31st March, 2012.

Scheme of Compromise/Arrangement

The members are aware, a Scheme of Compromise/Arrangement between shareholders, creditors and workers of The Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the Companies Act, 1956 was approved by the Hon. Bombay High Court on 10th September 2009. The Scheme was further modified by the orders of the Hon. Bombay High Court dated 6th January 2010, 7th January 2010 and 8th April 2010. Pursuant to sanction of the aforesaid Scheme the Board of Directors has been constituted for implementing the said scheme.

Accounts for the year ended 31st March 2012

Loss for the year was Rs. 14.97 lakhs which has been added to Rs. 3080.75 lakhs carried forward from the previous year.

Increase in Share Capital

The Board has obtained consent of the members by way of Postal Ballot, to increase the paid-up share capital from Rs. 89 lakhs to Rs. 200 lakhs by making preferential allotment to existing Strategic Investor, M/s Platinum Square Pvt. Ltd. as well as to another Strategic Investor, M/s Mukesh Babu Financial Services Ltd. This issue of capital will be subject to modification, if any, in the Scheme of Compromise/Arrangement sanctioned by the Hon. Bombay High Court, for which steps are being taken.

Plans for the Company

The Company has already drawn up plans for development of an ultra modern township on 60% of the land at Bilimora. The balance 40% of the land would be used to set up a modern integrated textile unit.

Directors

Mr. Homi Framroze Mehta, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Directors' Responsibility Statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that 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 statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year under review .

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2012, on a going concern basis, taking into account the fact that as on date of preparation of the accounts the Company has been revived and its net worth will turn positive upon completion of all actions envisaged in the Scheme of Compromise."

Auditors

M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under 224(1)(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee during the year.

Observations on Remarks in the Auditors' Report:

The fullest information and explanation of the respective matters have already been given in the Notes included by your Directors as a part of Accounts submitted to you for the year under Report as also by the Auditors themselves in the said Report.

ANNEXURE TO THE DIRECTORS' REPORT:

(Additional information given in terms of Notification No. 1029 of 31-12-1988, issued by the

Department of Company Affairs).

No information can be given with regard to Disclosure in respect of Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo, etc. as the Company had no operations during the year under review.

On behalf of the Board of Directors

Om Dutt Purohit Ratan Karanjia Director Director

Registered Office : Office No. 15, Ground Floor, Patil Building, 38 West, Sion West, Mumbai 400022.

Dated: 31st May, 2012


Mar 31, 2011

The Members,

The Directors present their 82nd Annual Report and the Audited Accounts for the year ended 31st March, 2011.

Scheme of Compromise/Arrangement

The members are aware, a Scheme of Compromise/Arrangement between shareholders, creditors and workers of The Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the Companies Act, 1956 was approved by the Hon. Bombay High Court on 10th September 2009. The Scheme was further modified by the orders of the Hon. Bombay High Court dated 6th January 2010, 7th January 2010 and 8th April 2010.

Progress on the implementation of the Scheme of Compromise/Arrangement

During the year under review significant progress was made towards implementation of the Scheme:

- Secured Creditors were fully paid off. Suits against the Company pending in the Debts Recovery Tribunals were withdrawn by the respective Banks and guarantors released from their personal guarantees.

- Equitable Mortgage was created in favour of Strategic Investor, M/s Platinum Square Private Limited and registered.

- All statutory liabilities were cleared and 'No Dues' certificates were received from respective departments.

- Amounts due to workmen as per Scheme were deposited with Mamlatdar, Gandevi.

- Amounts were paid off to Unsecured Creditors as per Scheme and suits pending against Company were withdrawn.

- Suspension in trading of Company's equity shares was revoked by Bombay Stock Exchange.

Accounts for the year ended 31st March 2011

Loss for the year, after providing for interest on Banks' dues, was Rs. 99.34 lakhs which has been added to Rs. 2981.41 lakhs carried forward from the previous year.

Increase in Share Capital

Shortly after the close of the accounting year, 39,000 equity shares of Rs 100/- each, totaling to Rs 39 lakhs, were allotted to M/s Platinum Square Private Limited upon conversion of warrants. Further, the Board has obtained consent of the members by way of Postal Ballot, to increase the paid-up share capital from Rs 89 lakhs to Rs 200 lakhs by making preferential allotment to existing Strategic Investor as well as to another Strategic Investor, M/s Mukesh Babu Financial Services Ltd. This issue of capital will be subject to modification, if any, in the Scheme of Compromise/Arrangement sanctioned by the Hon. Bombay High Court, for which steps are being taken.

Plans for the Company

The Company has already drawn up plans for development of an ultra modern township on 60% of the land at Bilimora. The balance 40% of the land would be used to set-up a modem integrated textile unit.

The development plans for the township were showcased at the Vibrant Gujarat 2011 Exhibition held in Gandhinagar in January 2011. The Company has executed a MOU with Government of Gujarat in this respect. It is expected that construction activity will commence shortly

Directors

Mr. Girishbhai Shah, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Directors' Responsibility Statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that 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 statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year under review .

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2011, on a going concern basis, taking into account the fact that as on date of preparation of the accounts the Company has been revived and its net worth will turn positive upon completion of all actions envisaged in the Scheme of Compromise."

Auditors

M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under 224(1 )(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said reappointment, if made, will be within the prescribed limits.

Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee during the year.

Observations on Remarks in the Auditors' Report:

The fullest information and explanation of the respective matters have already been given in the Notes included by your Directors as a part of Accounts submitted to you for the year under Report as also by the Auditors themselves in the said Report.

ANNEXURE TO THE DIRECTORS' REPORT:

(Additional information given in terms of Notification No.1029 of 31-12-1988, issued by the Department of Company Affairs).

No information can be given with regard to Disclosure in respect of Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo, etc. as the Company had no operations during the year under review.

On behalf of the Board of Directors

Om Dutt Purohit Ratan Karanjia Directors

Registered Office : Office No. 15, Ground Floor, Patil Building, 38 West, Sion West, Mumbai 400022.

Dated: 27th May, 2011




Mar 31, 2010

The Directors present their 81st Annual Report and the Audited Accounts for the year ended 31st March, 2010.

Scheme nf Compromise/Arrangement

As informed to members in earlier Annual Reports, the petition for winding up of the Company was admitted by the Bombay High Court on 14th October 2004. The winding up petition came up for hearing on 4th February 2008, when die Court ordered the Company to be wound up and appointed The Official Liquidator of the Court as the Liquidator of the Company.

While the Company was under liquidation, Homi F Mehta and Khurshcd K Kotwal, erstwhile directors and shareholders of the Company, filed before the Bombay High Court a Scheme of Compromise/Arrangement between shareholders, creditors and workers of The Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the Companies Act, 1956. Statutory meetings were held on 25" September 2008 and after several hearings, the Scheme was finally . approved by the Hon. High Court on 10th September 2009. The Scheme was further modified by the orders of the Hon. Bombay High Court dated 6th January 2010, 7th January 2010 and 8thApril 2010.

With the sanction of the Scheme by the Court the earlier winding up order has been stayed and the Company became operational once again.

Progress on the implementation of the Scheme of Compromise/ Arrangement Satisfactory progress has been made in the implementation of the Scheme of Compromise/Arrangement sanctioned by the Hon. Bombay High Court.

The Company has allotted 3000 Secured Redeemable Debentures of Rs. 1,00,000 each, to Platinum Square Pvt ltd. the Strategic Investor and the amount paid by them on the above Debentures upto 31* March 2010 was Rs. 9,63,00,000.

The monies received on the Debentures as above have been deployed in paying the amounts due in respect of the liabilities to Secured Creditors, Central and State Govts, Local Authorities and Local bodies, as determined by the Scheme of Compromise/Arrangement.

Accounts for the year ended 31thMarch 2010

Loss for the year, after providing for interest on Banks dues, was Rs.1.60 crores which has been added to Rs. 28.21 crores carried forward from the previous year.

Plana for the Company

Once all the legal and other required formalities for the revival of the Company are completed, your Company would draw up plans for the development of 60% of the land at Billimora. The balance 40% of the land would be used to set- up a modem integrated textile unit. The Company has already had an initial feasibility/viability survey done for the development of the land for housing purposes. "The survey was carried out by Tata Strategic Management Group. You will be pleased to know that the initial results of the survey are very encouraging.

Further your company would shortly be initiating steps to Restore trading in the scrip on the Stock Exchange, which has been suspended for a long time.

Directors

Mr. Homi F Mchtn, Mr. Rntan N karonjin, Mr. Om Dutt Purohit and Mr. Girishbhai Shah are seeking re-appointment/appointment at the 79th Annual General Meeting of the members of the company which is being convened on the same day as the ensuing Annual General Meeting,

Mr. Ratan N Karanjia, Director of the Company retires by rotation at the 80th Annual General Meeting which is being convened on the same day as the ensuing Annual General Meeting, and being eligible, offers himself for re- appointment.

Mr. Om Dutt Purohit, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re- appointment.

Directors Responsibility Statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that 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 statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year under review.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2010, on a going concern basis, talcing into account the fact that as on date of preparation of die accounts die Company has been revived and its net worth will turn positive upon completion of all actions envisaged in the Scheme of Compromise.

* Auditors

M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under 224(IXb) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

Particulars of Employees

Particulars of the employees as required under Section 217(2 A) of the Companies Act, 1956 are not applicable as the Company did not have any employee during the year.

Observations on Remarks in the Auditors Report:

The fullest information and explanation of the respective matters have already been given in the Notes included by your Directors as a part of Account submitted to you for the year under Report as also by the Auditors themselves in the said Report.,

AWKWRE TO THE DIRECTORS REPORT

(Additional information given in terms of Notification No. 1029 of 31-12-1988, issued by the Department of Company Affairs).

No information can be given with regard to Disclosure in respect of Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo, etc. since the Mills were closed during the year under Report.

On behalf of the Board of Directors

Homi F Mehta

Chairman

Registered Office

No.6 Vardhaman Apartment,

L.T. Road, Dahisar (West)

Mumbai 400 068.

Dated: 13th May. 2010




Mar 31, 2009

The Directors present their 80th Annual Report and the Audited Accounts for the year ended 31st March, 2009.

As informed to members in earlier Annual Reports, the petition for winding up of the Company was admitted by the Bombay High Court on 14th October 2004. The winding up petition came up for hearing on 4th February 2008, when the Court ordered the Company to be wound up and appointed The Official Liquidator of the Court as the Liquidator of the Company.

While the Company was under liquidation, Homi F Mehta and Khurshed K Kotwal, erstwhile directors and shareholders of the Company, filed before the Bombay High Court a Scheme of Compromise/Arrangement between shareholders, creditors and workers of The Gackwar Mills Ltd (in liquidation) under sections 391 to 393 of the Companies Act, 1956. Statutory meetings were held on 25th September 2008 and after several hearings, the Scheme was finally approved by the Hon. High Court on 10th September 2009. The Scheme was further modified by the orders of the Hon. Bombay High Court dated 6th January 2010, 7th January 2010 and 8th April 2010.

With the sanction of die Scheme by the Court the earlier winding up order has been stayed and the Company became operational once again.

Accounts for the year ended 31st March 2009

As the Company was under liquidation during the entire period I April 2008 to 31st March 2009 there was no commercial activity. Loss for the year, after providing for interest on Banks dues, was Rs. 1.19 crores which has been added to Rs. 27.02 crores carried forward from the previous year.

Directors

Mr. Homi F Mehta, Mr. Ratan N Karanjia, Mr. Om Dun Purohit and Mr. Girishbhai Shah are seeking re-appointment/appointnwnt at the 79* Annual General Meeting of the members of the company which is being convened on the same day as the ensuing Annual General Meeting.

Mr. Ratan N Karanjia, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Directors Responsibility Statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for die financial year ended 31* March, 2009, die applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that the Directors have selected such accounting policies and applied diem consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of die statement of affairs of the Company at the end of financial year and of the Loss of the Company for die year under review.

3 that the Directors have taken proper and sufficient car* for the maintenance of adequate accounting records in accordance with provisions of die Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and odier irregularities to die beat of their knowledge and ability.

4 that the Directors have prepared the accounts for die financial year ended 31st March, 2009, on a going concern basis, taking into account the fact that as on date of preparation of the accounts the Company hat been revived and its net worth will turn positive upon completion of all actions envisaged in die Scheme of Compromise.

Auditors

M/s M. D. Pandya & Associates. Chartered Accountants, die Statutory Auditors of the Company are due to retire at die ensuing Annual General Meeting. The Company has received a certificate from die Statutory Auditors, under 224(lXb) of die Companies Act, 1956, stating mat they are eligible for re-appointment and die said re-appointment, if made, will be within die prescribed limits.

Particulars of Employees

Particulars of die employees as required under Section 217(2A) of die Companies Act, 1956 are not provided as die Company did not have any employee during the year.

Observations on Remarks in the Auditors Report:

The fullest information and explanation of die respective matters have already been given in die Notes included by your Directors as a part of Account submitted to you for die year under Report as also by die Auditors dwmselves in die said Report.

ANNEXURE TO THE DIRECTORS REPORT:

(Additional information given in terms of Notification No. 1029 of 31-12-1988, issued by die Department of Company Affairs).

No information can be given wiA regard to Disclosure in respect of Conservation of Energy Technology Absorption, Foreign Exchange Earning* and Outgo, etc since die Mills were closed during the year under Report.

On behalf of the Board of Directors

Homi F Mehta

Chairman

Registered Office:

No.6 Vardhaman Apartment,

L.T. Road, Dahisar (West)

Mumbai400068.

Dated: 13th May, 2010.




Mar 31, 2008

There has been no commercial activity in the Company since closure of the Mills. On 4th February, 2008 the Company was wound up by an order passed by the Hon. Bombay High Court. Subsequently, on 10th September, 2009, the Hon. Bombay High Court accorded sanction to a Scheme of Compromise/Arrangement under section 391 to 393 of the Companies Act, I9S6, for the revival of the Company and has stayed the Winding-up order dated 4,th February 2008.

Corporate Governance Report for the year ended 31st March 2008

Board of Directors

- During the year 1st April 2007 to 31st March 2008 the composition of the Board was as follows:

Director Executive/Non-Executive/Independent

Mr. Homi F. Mehta Chairman - Non-Executive & Promoter

Mr. N.O. Parekh Special Director nominated by BIFR

Non-Executive & Independent

He ceased to be a director from 4th February 2008, upon the Company being wound up by order of the Court.

Mr. Khurshed K. Executive Director Kotwal He expired on 14th April, 2009.

Subsequently, Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were appointed as additional directors on 9th October 2009. Mr. Girishbhai Shah was appointed as additional director on 17th March 2010.

Name Attendance Other Directorships of Director Board AGM Director Committee

Mr. Homi F Mehta 4 No 2 1

Mr. N. O. Parekh nil No n.a n.a

Mr. Khurshed. K. Kotwal 4 Yes none none

The other directorships excludes the directorship of private companies. No sitting fees or other remuneration was paid to any director.

1. No. of Board Meetings held and dates

During F.Y. 2007-08 four Board Meetings were held on the following dates:

18th June 2007, 29th August 2007, 20th December 2007 and 4th February 2008.

2. Committees of the Board

As no activity was undertaken by the Company during the year no Committees of the Board were set up.

3. Means of Communication

The Company communicates with shareholders through the postal service only.

4. Disclosures

A. During the year there were no financial and commercial transactions where management had personal interest that may have a potential conflict with the interest of the Company at large.

B. Owing to non- payment of listing fees and non-supply of mandatory information the Companys listing has been suspended by The Stock Exchange, Mumbai.

C. No. of shares held by non-executive directors: Mr. Homi F. Mehta 548 shares

D. As the Companys operations had completely closed down and there were no staff reporting, the Company was unable to comply with any of the mandatory requirements of Clause 49 (Corporate Governance) of the Listing Agreement within the stipulated time. However, the Company has given an undertaking to the Hon. Bombay High Court at the time of approval of the Scheme of Compromise that it,will comply with the stipulated requirements of the Stock Exchange before suspension of trading in equity shares of the Company is lifted.

5. General Shareholder Information

AGM for Financial Year 1st April 2007 to 31st March 2008 could not be convened as the Company was taken into liquidation before close of the financial year.

Dates of Book Closure 28th ,June,2010 To 30th ,June,2010

Dividend Payment Date No dividend declared

Listing on Stock Exchange Mumbai ( presently suspended) Stock Code 502850

Demat ISIN Numbers Shares not dematerialized

Market Price Data No transactions as scrip was suspended

Share Transfer System Share transfers are handled by the Company itself. Share transfers are registered and returned within the stipulated period from the date of receipt, if the documents are clear in all respects.

Land Location Bilimora, District Navsari, Gujarat

Address for Correspondence

Link Intime India Pvt Ltd., (Unit: The Gaekwar Mills Ltd) C-13 Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup(West), Mumbai-400 078.

6. Details of Directors being appointed/re-appointed

Mr. Homi F. Mehta, Director, retires by rotation and, being eligible, offers himself for re-appointment.

Mr. Ratan N Karanjia and Mr. Om Dutt Purohit were appointed as additional directors on 9th October 2009. Mr. Girishbhai Shah was appointed as additional director on 17th March 2010. Pursuant to section 260 of the Companies Act, 1956, the additional directors shall hold office upto the date of the ensuing Annual General Meeting. All the three directors offer themselves for election at the ensuing Annual General Meeting.

The brief profile of the directors being appointed/re-appointed are given in the Notice convening the ensuing Annual General Meeting of the Company.

7. General Body Meetings

F.Y. AGM/EGM Location Date Time

2003-04 AGM Mehta House, 79/91 30/09/04 4 pm Mumbai Samachar Marg, Mumbai 400001

2004-05 AGM do 30/09/05 5 pm

2005-06 AGM do 29/09/06 5 pm

2006-07 AGM do 28/09/07 5 pm

At all four AGMs resolutions regarding adoption of Directors Report, Auditors Report and Accounts and appointment of Auditors were not taken up for consideration, and accordingly the meetings were adjourned sine die.

Adjourned Annual General Meetings for all four years were held on if1 March 2010, where resolutions for the adoption of the Directors Reports, Auditors Report and Accounts and appointment of Auditors for these four years were presented and duly passed.




Mar 31, 2007

The Directors present their 78th Annual Report and the Audited Accounts for the year ended 31st March, 2007.

Adjourned Annual General Meeting

The Members are aware that the Mill stopped working from the lOth June, 1986. Thereafter the staff at the Bombay office also gradually stopped attending office, and after 2001, in spite of best endeavours of the Directors, it was not possible to get the annual accounts completed and sent for audit. Accordingly, the 75th Annual General Meeting held on 28th September 2007 was adjourned without consideration and adoption of Directors Report and Audited Statement of Accounts for the year ended 31st March 2007 and appointment of Auditors.

Events after 2006-07

As informed to members in earlier Annual Reports, the petition for winding up of the Company was admitted by the Bombay High Court on 14th October 2004. The winding up petition came up for hearing oh 4th February 2008, when the Court ordered the Company to be wound up and appointed The Official Liquidator of the Court as the Liquidator of the Company. While the Company was under liquidation, Homi F Mehta and Khurshed K Kotwal, erstwhile directors and shareholders of the Company, filed before the Bombay High Court a Scheme of Compromise/Arrangement between the company and the shareholders, creditors and workers of The Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the Companies Act, 1956. Hon. Bombay High Court convened meetings in this regard to ascertain the wishes of the shareholders, creditors and workers all on 25th September 2008 and after several hearings, the Scheme was finally sanctioned by the Hon. Bombay High Court on 10th September 2009. Thereafter a copy of this order was filed on 9th October 2009 with the Registrar of Companies and the scheme came into effect from 9th October 2009.

With the Scheme coming into effect the earlier winding up order has been stayed and the Company became operational once again.

The scheme was further modified by the orders of the Hon. Bombay High Court dated 6th January 2010 and 7* January 2010.

Scheme of Compromise/Arrangement

Salient features of the Scheme sanctioned by the Hon. Bombay High Court and progress in implementation are included in this booklet.

Accounts for the year ended 31" March 2007 During the year under review there was no significant activity. Loss for the year was Rs. 9,945/- which has been added to Rs 27.02 Crores carried forward from previous year.

Directors

Mr. Khurshed K. Kotwal, Director of the Company, retired by rotation and was duly re-elected at the Annual General Meeting held on 29th September 2007.

Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were appointed as additional directors on 9"1 October 2009.

Directors Responsibility Statement "Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31" March, 2007, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that 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 statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year under review:

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2007, on a going concern basis, taking into account the fact that as on date of preparation of the accounts the Company has been revived and its net worth will turn positive upon completion of all actions envisaged in the Scheme of Compromise."

Auditors

M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under 224(1 )(b) of the Companies Act, 1956, stating that they are eligible for re- appointment and the said re-appointment, if made, will be within the prescribed limits.

Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee during the year.

Observations on Remarks in the Auditors Report: The fullest information and explanation of the respective matters have already been given in the Notes included by your Directors as a part of Account submitted to you for the year under Report as also by the Auditors themselves in the said Report.

(Additional information given in terms of Notification No. 1029 of 31-12-1988, issued by the Department of Company Affairs).

No information can be given with regard to Disclosure in respect of Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo, etc. since the Mills were closed during the year under Report.

On behalf of the Board of Directors

Hornl F Mehta

Chairman

Registered Office:

N0.6 Vardhaman Apartment,

L. T. Road, Dahisar (West)

Mumbai 400 068.

Dated: 15th day of February 2010.


Mar 31, 2006

The Directors present their 77th Annual Report and the Audited Accounts for the year ended 31st March, 2006. Adjourned Annual General Meeting The Members are aware that the Mill stopped working from the 10th June, 1986. Thereafter the staff at the Bombay office also gradually stopped attending office, and after 2001, in spite of best endeavours of the Directors, it was not possible to get the annual accounts completed and sent for audit. Accordingly, the 77th Annual General Meeting held on 29th September 2006 was adjourned without consideration and adoption of Directors Report and Audited Statement of Accounts for the year ended 31st March 2006 and appointment of Auditors.

Events after 2005-06

As informed to members in earlier Annual Reports, the petition for winding up of the Company was admitted by the Bombay High Court on 14"1 October 2004. The winding up petition came up for hearing on 4m February 2008, when the Court ordered the Company to be wound up and appointed The Official Liquidator of the Court as the Liquidator of the Company.

While the Company was under liquidation, Homi F Mehta and Khurshed K Kotwal, erstwhile directors and shareholders of the Company, filed before the Bombay High Court a Scheme of Compromise/Arrangement between the company and the shareholders, creditors and workers of The Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the Companies Act, 1956.

Hon. Bombay High Court convened meetings in this regard to ascertain the wishes of the shareholders, creditors and workers all on 25lh September 2008 and after several hearings, the Scheme was finally sanctioned by the Hon. Bombay High Court on 10 September 2009. Thereafter a copy of this order was filed on 9th October 2009 with the Registrar of Companies and the scheme came into effect from 9* October 2009.

With the Scheme coming into effect the earlier winding up order has been stayed and the Company became operational once again.

The scheme was further modified by the orders of the Hon. Bombay High Court dated 6lh January 2010 and f January 2010.

Scheme of Compromise/Arrangement

Salient features of the Scheme sanctioned by the Hon. Bombay High Court and progress in implementation ant Included in this booklet.

Account* for the year ended 31st March 2006

During the year under review there was no significant activity. Loss for the year was Ra.2,37,621/- which has been added to Rs 26.99 crorea carried forward from previous year,

Directors

Mr. Homi F. Mehta, Director of the Company, retired by rotation and was duly re-elected at the Annual General Meeting held on 29th September 2006.

Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were appointed as additional directors on 9th October 2009.

Directors Responsibility Statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31st March, 2006, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that 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 statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year under review:

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2006, on a going concern basis, taking into account the fact that as on date of preparation of the accounts the Company has been revived and its net worth will turn positive upon completion of all actions envisaged in the Scheme of Compromise."

Auditors M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under 224(1 )(b) of the Companies Act, 1956, stating that they are eligible for re- appointment and the said re-appointment, if made, will be within the prescribed limits.

Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee during the year.

Observations on Remarks in the Auditors Report:

The fullest information and explanation of the respective matters have already been given in the Notes Included by your Directors as a part of Account submitted to you for the year under Report as also by the Auditors themselves in the said Report.

ANNEXURE TO THE DIRECTORS REPORT: (Additional information given in terms of Notification No.1029 of 31-12-1988, Issued by the Department of Company Affairs).

No Information can be given with regard to Disclosure In respect of Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo, etc. since the Mills ware closed during the year under Report,

On behalf of the Board of Directors

Homi F Mehta Chairman

Registered Office:

No.6 Vardhaman Apartment, L. T. Road, Dahisar (West) Mumbai400068.

Dated: 15th day of February 2010.


Mar 31, 2005

The Directors present their 76th Annual Report and the Audited Accounts for the year ended 31st March, 2005.

Adjourned Annual General Meeting

The Members are aware that the Mill stopped working from the 10th June, 1986. Thereafter the staff at the Bombay office also gradually stopped attending office, and after 2001, in spite of best endeavours of the Directors, it was not possible to get the annual accounts completed and sent for audit. Accordingly, the 76th Annual General Meeting held on 30th September 2005 was adjourned without consideration and adoption of Directors Report and Audited Statement of Accounts for the year ended 31st March 2005 and appointment of Auditors.

Events after 2004-05

As informed to members in earlier Annual Reports, the petition for winding up of the Company was admitted by the Bombay High Court on 14* October 2004. The winding up petition came up for hearing on 4th February 2008, when the Court ordered the Company to be wound up and appointed The Official Liquidator of the Court as the Liquidator of the Company. While the Company was under liquidation, Homi F Mehta and Khurshed K Kotwal, erstwhile directors and shareholders of the Company, filed before the Bombay High Court a Scheme of Compromise/Arrangement between the company and the shareholders, creditors and workers of The Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the Companies Act, 1956. Hon. Bombay High Court convened meetings in this regard to ascertain the wishes of the shareholders, creditors and workers all on 25th September 2008 and after several hearings, the Scheme was finally sanctioned by the Hon. Bombay High Court on 10th September 2009. Thereafter a copy of this order was filed on 9th October 2009 with the Registrar of Companies and the scheme came into effect from 9th October 2009.

With the Scheme coming into effect the earlier winding up order has been stayed and the Company became operational once again.

The scheme was further modified by the orders of the Hon. Bombay High Court dated 6th January 2010 and 7th January 2010.

Scheme of Compromise/Arrangement

Salient features of the Scheme sanctioned by the Hon. Bombay High Court and progress in implementation are included in this booklet.

Accounts for the year ended 31st March 2005

During the year under review there was no significant activity. Loss for the year was Rs. 1,44,963/- which has been added to Rs 26.98 crores carried forward from previous year.

Directors

Mr. Rasheed A. Maskati, Director of the Company, resigned from directorship on 6th June 2003. The directors place on record the valuable guidance provided by Mr. Maskati to the Company during his tenure.

Mr. Homi F. Mehta, Director of the Company, retired by rotation and was duly re-elected at the Annual General Meeting held on 30th September 2004. Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were appointed as additional directors on 9th October 2009.

Directors Responsibility Statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31st March, 2004, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that 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 statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year under review:

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31" March, 2004, on a going concern basis, taking into account the fact that as on date of preparation of the accounts the Company has been revived and its net worth will turn positive upon completion of all actions envisaged in the Scheme of Compromise."

Auditors

M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under 224(1 )(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee during the year.

Observations on Remarks in the Auditors Report:

The fullest information and explanation of the respective matters have already been given in the Notes included by your Directors as a part of Account submitted to you for the year under Report as also by the Auditors themselves in the said Report.

ANNEXURE TO THE DIRECTORS REPORT: (Additional information given in terms of Notification No. 1029 of 31-12-1988, issued by the Department of Company Affairs).

No information can be given with regard to Disclosure in respect of Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo, etc. since the Mills were closed during the year under Report.

On behalf of the Board of Directors

Homi F Mehta Chairman

Registered Office:

No.6 Vardhaman Apartment, L. T. Road, Dahisar (West) Mumbai 400 068.

Dated: 15th day of February 2010.


Mar 31, 2004

The Directors present their 75th Annual Report and the Audited Accounts for the year ended 31st March, 2004.

Adjourned Annual General Meeting The Members are aware that the Mill stopped working from the 10th June, 1986. Thereafter the staff at the Bombay office also gradually stopped attending office, and after 2001, in spite of best endeavours of the Directors, it was not possible to get the annual accounts completed and sent for audit. Accordingly, the 75th Annual General Meeting held on 30th September 2004 was adjourned without consideration and adoption of Directors Report and Audited Statement of Accounts for the year ended 31st March 2004 and appointment of Auditors.

Events after 2003-04

As informed to members in earlier Annual Reports, the petition for winding up of the Company was admitted by the Bombay High Court on 14th October 2004. The winding up petition came up for hearing on 4th February 2008, when the Court ordered the Company to be wound up and appointed The Official Liquidator of the Court as the Liquidator of the Company.

While the Company was under liquidation, Homi F Mehta and Khurshed K Kotwal, erstwhile directors and shareholders of the Company, filed before the Bombay High Court a Scheme of Compromise/Arrangement between the company and the shareholders, creditors and workers of The Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the Companies Act, 1956. Hon. Bombay High Court convened meetings in this regard to ascertain the wishes of the shareholders, creditors and workers all on 25" September 2008 and after several hearings, the Scheme was finally sanctioned by the Hon. Bombay High Court on 10th September 2009. Thereafter a copy of this order was filed on 9th October 2009 with the Registrar of Companies and the scheme came into effect from 9th October 2009.

With the Scheme coming into effect the earlier winding up order has been stayed and the Company became operational once again.

The scheme was further modified by the orders of the Hon. Bombay High Court dated 6th January 2010 and 7th January 2010.

Scheme of Compromise/Arrangement

Salient features of the Scheme sanctioned by the Hon. Bombay High Court and progress in implementation are included in this booklet.

Accounts for the year ended 31st March 2004

During the year under review there was no significant activity. Loss for the year was Rs. 17,490, which has been added to Rs 26.98 crores carried forward from previous year.

Directors

Mr. Rasheed A. Maskati, Director of the Company, resigned from directorship on 6th June 2003. The directors place on record the valuable guidance provided by Mr. Maskati to the Company during his tenure.

Mr. Homi F. Mehta, Director of the Company, retired by rotation and was duly re-elected at the Annual General Meeting held on 30th September 2004.

Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were appointed as additional directors on 9th October 2009.

Directors Responsibility Statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31st March, 2004, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that 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 statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year under review:

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2004, on a going concern basis, taking into account the fact that as on date of preparation of the accounts the Company has been revived and its net worth will turn positive upon completion of all actions envisaged in the Scheme of Compromise."

Auditors

M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under 224(1)(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee during the year.

Observations on Remarks in the Auditors Report:

The fullest information and explanation of the respective matters have already been given in the Notes included by your Directors as a part of

Account submitted to you for the year under Report as also by the Auditors themselves in the said Report.

ANNEXURE TO THE DIRECTORS REPORT: (Additional information given in terms of Notification No. 1029 of 31-12-1988, issued by the Department of Company Affairs).

No information can be given with regard to Disclosure in respect of Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo, etc. since the Mills were closed during the year under Report.

On behalf of the Board of Directors

Homi F Mehta Chairman

Registered Office:

No.6 Vardhaman Apartment, L. T. Road, Dahisar (West) Mumbai 400 068.

Dated: 15th day of February 2010.


Mar 31, 2001

The Directors present their 72nd Annual Report and the Audited Accounts for the year ended 31st March, 2001 The Members are aware that the Mill stopped working from the 10th June, 1986. The Company has incurred a loss of Rs.738.74 lacs for the year under report, of which Rs. 638.21 lacs is on account of interest. The efforts for implementation of the Sanctioned Scheme was continued and the Company sold part of its idle assets, towards payment of Company, liabilities to employees dues. The Company, has been making several efforts in negotiating for Forex and Indian Rupee Loan as well as making efforts for negotiations with certain companies for a Housing Project, which is at the advanced stage.

Further, repayment of dues of the Banks and Financial Institution, the company continued its efforts for sale of surplus land preferably in one block depending upon the proposal, from prospective buyers. However, in this efforts the Company required some time, but the AAIFR did not allow further time to the company and recommended that the Company be wound up. The Company had, however, appealed to the High Court of Gujarat for relief inter alia for staying orders of the AAIFR and to remand the case back to AAIFR for fresh consideration of the companys proposal;. The High Court of Gujarat has stayed the order of AAIFR. DIRECTOR

Shri Rasheed A. Maskati, Director of the Company retires by rotation, but being eligible, offer himself for re- appointment.

Director responsibility statement

"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31s1 March, 2001, the applicable accounting standards have been followed along with proper explanation relating to material departures:

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company at the end of financial year and of the Loss of the Company for the year review:

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safe guarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2001, on a going concern basis.

AUDITORS:

The Members are requested to re-appoint M/s. M.D. Pandya & Associates, Chartered Accountants, as Auditors and fix their remuneration.

OBSERVATION ON THE REMARKS IN THE AUDITORS REPORT:

The Auditors have made their expression of opinion, subject to Notes, 1, 3 & 4 and 6 to 12 of the Accounts. The Auditors Report also contains Statement of additional matters, as required by the Manufacturing and other Companies )Auditors Report) Order. 1988. The fullest information and explanation of the respective matters have already been given in the aforesaid Notes included by your Directors as a part of Account submitted to you for the year under Report as also by the Auditors themselves in the said Report.

On behalf of the Board of Directors.

Registered Office: K.K. KOTWAL

Bharat House, 4th floor, DIRECTOR

104, Bombay Samachar Marg, Fort, Mumbai 400001.

Date: 12th September, 2001

 
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