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Directors Report of Gokul Refoils & Solvent Ltd.

Mar 31, 2015

TO,

THE MEMBERS OF

GOKUL REFOILS AND SOLVENT LIMITED

The Directors are pleased to present the 22nd Annual Report along with the Audited Financial Statements for the period from 1st April 2014 to 31st March, 2015.

1. FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below.

(Amount Rs. in Lacs)

Sr. No. Particulars Standalone Consolidated 31.03.2015 31.03.2014 31.03.2015 31.03.2014

1 Sales 583,053.52 622701.84 583,053.52 622701.84

2 Operating and Other Income 9154.38 18280.11 9159.52 19831.52

3 Total Revenue 592207.90 640981.95 592213.04 642533.36

4 Profit before interest, Depreciation, Exceptional items and 15597.13 13751.21 15276.38 13805.77 Taxes (EBIDTA)

5 Interest and Financial Cost 10759.69 9025.37 10763.18 9028.72

6 Depreciation and Amortisation 3261.89 3743.21 3262.72 3744.02

7 Exceptional Items 41.59 - 41.59 -

8 Profit/(Loss) before Taxation (PBT) 1533.96 982.63 1208.89 1033.03

9 Provision of Taxation including 291.37 673.81 292.13 673.81 Deferred Tax liability/(Assets)

10. Profit after Tax 1242.59 308.82 916.76 359.22

11. Share of Loss from associate company 0.00 0.00 0.44 (1.02)

12. Net Profit/ (Loss) 1242.59 308.82 917.20 358.20

2. OPERATIONS

During the year, the net revenue from operations decreased by 6.80%, from Rs. 622,701.84 lacs to Rs. 583,053.52 lacs. For FY-2014-15 and profit after tax stood at Rs. 1,242.59 lacs from Rs. 308.82 lacs in the previous year, registering a growth of 302%.

3. DIVIDEND

Your Directors do not recommend dividend for the year under review, in order to strengthen other Long term resources of the Comapany.

4. MARKETING AND EXPORT

A modest pick in the Global Economy boosted the exports of the Company is Rs. 800.78 crore in the year 2014-2015 (including indirect export). Aggressive Marketing efforts and reletentless focus on quality have been impressive export performance enablers with nonetheless added numerous multinational companies in the clientele list of the Company.

5. RESERVES

No amount is appropriated from Profit and Loss Account and transferred to any Reserve Account.

6. COMPOSITE SCHEME OF ARRANGEMENT

The Composite Scheme of Arrangement in the nature of de-merger and Transfer of Gandhidham Undertakings (Gandhidham Undertaking and Gandhidham Wind-Mill Undertaking) of the Company to Gokul Agro Resources Limited, Transfer of Sidhpur Undertakings (Sidhpur Undertaking and Sidhpur Wind-Mill Undertaking) of the company to Gokul Agri International Limited and Consequential restructure of the Share Capital in the form of utilisation of Security Premium Account of the Company was approved by Shareholder, Unsecured Creditors and Secured Creditors in their respective Court Convened Meetings. The Company has filed Petition to Hon"ble High Court of Gujarat for the Approval of Said Composite Scheme of Arrangement and the same is awaiting sanction.

7. SUBSIDIARY COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in form AOC-1 is attached to the Accounts. The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company.

The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company at www. gokulgroup.com.

8. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 2637.90 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted Stock Options nor Sweat Equity.

9. DEPOSIT

The Company has not accepted or renewed any public deposits during the year. There are no outstanding and overdue deposits as at 31.03.2015. Therefore, the Sections 73 and 74 of the Companies Act, 2013 and Companies ( Acceptance of Deposits) Rules, 2014 are not applicable

10. WEBSITE

As per the Clause 54 of Listing Agreement, the Company has maintained a functional website namely "www.gokulgroup.com" containing basic information about the company e.g. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the company who are responsible for assisting and handling investor grievances, details of agreements entered into with the media companies and/or their associates, etc.for the benefit of all stake holders of the Company. The contents of the said website are updated on regular basis.

11. ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked ANNEXURE I and forming part of this Report.

12. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable environmental laws and labour laws. The Company continues to be certified under ISO- 22000 for its environmental management system. The Company has complied with the relevant laws and has been taking all necessary measures to protect the environmental and maximize worker protection and safety.

Your Company is having status of ISO -22000 Certification, which is internationally recognized for the production, quality control and other qualities. The ISO certification will give international recognisation and will help boost expert turnover.

13. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

14. AUDITORS:

1. STATUTORY AUDITORS

The Company's Auditors, Messrs M.R.Pandhi and Associates, Chartered Accountants, who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Comments of the Auditors in their report and the notes forming part of the Accounts, are self-explanatory and need no comments.

2. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Compnay has appointed M/s Mohan B. Vaishnav, Practicing Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is being attached as ANNEXURE-II with the Directors report which is self explanatory and needs no comments.

3. COST AUDITORS

Pursuant to Section 148(3) of the Companies Act, 2013, The Companies (Cost Records and Audit) Rules 2014 and The Companies ( Cost Records and Audit) Amendment Rules 2014, the cost audit records maintained by the Comapny in respect of its edible oil activities is required to be audited. Your Directors had, on the recommendation of the Audit Committee appointed M/s. Ashish Bhavsar & Co., Cost Accountants as Cost Auditors of the Company for the year 2015-16 for audit. The cost accounts of the Company for the Financial Year 2015-16 on a remuneration of Rs. 50,000. As required under the Companies Act,2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for thier ratification. Accordingly, a resoultion seeking Members's ratification for the remuneration payable to M/s. Ashish Bhavsar & Co., is included at item.8 of the Notice convening the Annual General Meeting.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company.

15. INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company.

16. INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risk which considered necessary by the management.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions Section 134(5) of Companies Act, 2013, the Board confirm and submit the Directors' Responsibility Statement:- a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

b) The Directors had 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 31st March, 2014 and the profit and loss of the Company for the year ended on that date;

c) The Directos have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, 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.

e) That proper internal financial controls were in place and that the financial control were adequate and were operating effectively.

f) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and operating effectively.

18. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of Listing Agreement with Stock Exchanges, Consolidated audited Financial Statements of the Company's and its subsidiaries and associates, for the year ended 31st March, 2015 have been prepared by the Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements" and other Accounting Standards prescribed by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors' Report form part of the Annual Report.

Total Consolidated net profit of the Company and its subsidiaries amounted to Rs.917.20 lacs for the financial year ended 31.03.2015 as compared to Rs.1242.59 lacs on a standalone basis.

19. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Strategic Business Review, Statutory Reports, Financial Statements, Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

20. CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance requirement under the Companies Act, 2013 and as stipulated under Clause 49 of the Listing Agreement with the stock exchanges.

A separate Section on Corporate Governance, along with a certificate from the Company's Auditors confirming the compliance, is annexed and forms part of the Annual Report.

21. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been included in the Management Discussion and Analysis Section which forms a part of the Annual Report.

22. PARTICULARS OF EMPLOYEES

The Information required pursuant to Section 197 read with Rules, 5 of the Companies ( Appointment and Remuneration of the Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of section 136(1) of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such members may write to the Company Secretary in this regard.

23. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy against Sexual harassment in line with the Provisions of Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules frame thereunder.

During the Financial Year 2014-15, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2015.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company.

25. DISCLOSURES UNDER THE COMPANIES ACT, 2013

1. Extract of Annual Return: The details forming part of the extract of the Annual Return in Form MGT-9 as Enclosed in ANNEXURE-III

2. Number of Meeting of Board

The Board of Director met Five times in the year 2014-15. The Detials of the Board Meetings and the attendance of the Directors are provided in the Coprporate Governance Report.

3. Committees of Board

The details of composition of the various Committees of Board of Directors are as under

a. Audit Committee

Sr. No. Name Chairman / Members

1 Mr. Piyushchandra Vyas Chairman

2 Mr. Kanubhai Thakkar Member

3 Mr. Karansinhji Mahida Member

4 Dr. Dipooba Devada Member

b. Nomination & Remuneration Committee

Sr. No. Name Chairman / Members

1 Dr. Dipooba Devada Chairperson

2 Mr. Karansinhji Mahida Member

3 Mr. Piyushchandra Vyas Member

c. Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the Corporat Social Responsibility Committee has constituted and it consists of following Directors:

Sr. No. Name Chairman / Members

1 Mr. Balvantsinh Rajput Chairman

2 Mr. Piyushchandra Vyas Member

3 Dr. Dipooba Devada Member

During the year, the committee had met on 31st July, 2014 and 10th January, 2015.

Corporate Social Responsibility Committee shall

1. Formulate and recommend to the Board, a Corporate Social Responsibility policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII and is annexed hereto marked ANNEXURE IV and forming part of this Report.

2. Recommend the amount of expenditure to be incurred on the activities referred above.

3. Monitor the corporate social responsibility policy of the company from time to time.

The Board of Directors after taking into account recommendations made by the corporate Social Responsibility committee shall approve the corporate social responsibility policy for the Company and disclose contents of such policy in its report and also place it on the website and ensure that activities included in policy are undertaken by the Company. The CSR committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

Your Company firmly believes that it is the responsibility of every member of the society to give back for all the good that the society has bestowed upon us. The Company continues to make focused efforts for fulfilling CSR, with the thrust areas being education, health. The Company is supporting the activities of Shree Bahuchar Jan Seva Trust which is providing healthcare services to the general public at large running one hospital at Sidhpur and another at Gandhidham.

d. Stakeholder Relationship Committee

Sr. No. Name Chairman / Members

1 Dr. Dipooba Devada Chairperson

2 Mr. Kanubhai Thakkar Member

3 Mr. Bipinkumar Thakkar Member

e. Risk Management Committee

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

- Onsight of risk management performed by the executive management;

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

- Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;

- Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plan.

The composition of the Risk Management Committee is consisting of Senior level management officer and all Head of Department

4. Related Party Transactions

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ANNEXURE V in Form AOC-2 and the same forms part of this report.

5. Significant and Material Orders passed by the Regulators

During the year under review, the no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations.

6. Material changes and commentment, if any, affecting financial position of the Company which occured between end of the financial year to the Company to which financial statement relate and date of the report.

No material changes during the period between end of the financial year to the company to which financial statement relate and date of the report.

7. Disclosure pursuit to Emplyee Stock Option and Employee Purchase Schemes:

Company does not grant any employee stock option or any employee purchase scheme to employee in finacial year 2014-15.

26. VIGIL MECHANISM /WHISTLE BLOWER

The Company has a vigil mechanism Policy to deal for Directors and employees of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy in terms of provisions of Section 177(9) of the Companies Act, 2013 and Rules made thereunder and revised Clause – 49 of the Listing Agreement with Stock Exchanges. The details of the Vigil Mechanism / Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

27. INTERNAL CONTROLS

The Company has documented robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, Laws and regulation, safeguarding of assets and economical and efficient use of resources.

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company's business processes are on SAP platform and has a strong monitoring and reporting process resulting in financial discipline and accountability.

28. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

a) by Auditor in his Report

b) by practicing Company Secretary in his Secretarial Audit Report Auditor's report and Secretarial auditor's report does not contain any qualification, reservation or adverse remark or disclaimer so there is no need to give any explanation.

29. PARTICULARS OF LOANS , GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

30. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Appointment and Cessation:

Shri Balvantsinh Rajput, Chairman and Managing Director (DIN:00315565), is liable to retire by rotation and being eligible offers himself for re-appointment. Our Directors recommended for his re-appointment. Further on expiry of term of remuneration on 31st March, 2014 the Remuneration Committee of Board of Directors has considered and recommended for extention in the remuneration payable to Shri. Balvantsinh Rajput, Chairman and Managing Director (DIN:00315565) and Shri. Kanubhai Thakkar, Managing Director (DIN:00315616) w.e.f. 1st April, 2014 till expiry of term of appointment up to 14th June, 2016. Our Directors recommended to pass necessary resolution as set out in the item no. 4 and 5 of the notice of the Annual General Meeting.

Pursunat to section 203 of the Companies Act, 2013 and Rules thereof Shri Kanubhai Thakkar, Managing Director, Shri Bipinkumar Thakkar, Wholetime Director-Legal, Shri Mahesh Agrawal- Group CEO & CFO and Shri Kalpesh Desai- Company Secretary appointed as Key Managerial Personnel during the year.

Mr. Kalpesh Desai, has resigned and in his place Mr. Harish Motwani was appointed as Company Secretary. Further Mr. Harish Motwani, has resigned and in his place Mr. Kalpesh Desai appointed as Company Secretary during the year.

b. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

c. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

31. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. 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.

33. LISTING ON STOCK EXCHANGES:

The Company's shares are listed on the following Stock Exchanges with effect from 4th June, 2008.

Bombay Stock Exchange Limited (BSE)

25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai – 400 001 Stock code: 532980

National Stock Exchange of India Limited (NSE)

Exchange Plaza, Plot No. C-1, G Block, Bandra-Kurla Complex, Bandra East,

Mumbai – 400 051.

Stock code: 16705

Annual Listing Fees for the year 2014-2015 have been paid by the Company to BSE and NSE

35. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co- operation extended by them. The Directors also gratefully acknowledge all the stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For, Gokul Refoils and Solvent Limited

Kanubhai Thakkar Bipin Thakkar

Managing Director Whole Time Director

Date : 30th May, 2015

Place : Ahmedabad


Mar 31, 2014

To The Members,

The Directors are pleased to present the 21st Annual Report on the affairs of the Company along with the Audited Financial Statements for financial year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS:

Highlights of Financial Results for the year are as under: (Amount Rs. In lacs)

Sr Particulars Standalone No 31.03.2014 31.03.2013 1 Sales 622701.84 564267.89

2 Operating and Other Income 18280.11 23768.40

3 Total Revenue 640981.95 588036.29

4 Profit before interest, Depreciation, 13751.21 23876.72 Exceptional items and Taxes (EBIDTA)

5 Interest and Financial Cost 9025.37 19292.17

6 Depreciation and Amortisation 3,743.21 3654.56

7 Profit/(Loss) before Taxation (PBT) 982.63 929.99

8 provision of Taxation including Deferred 673.81 (362.51) Tax liability (Assets) 9 Share of loss from associate company - -

10Profit/ (Loss) after Taxation (PAT) 308.82 1292.50

Sr Particulars Consolidated No 31.03.2014 31.03.2013 1 Sales 624794.78 566096.57

2 Operating and Other Income 19831.53 23891.48

3 Total Revenue 644626.31 589988.05

4 Profit before interest, Depreciation, 13805.77 23687.54 Exceptional items and Taxes (EBIDTA)

5 Interest and Financial Cost 9028.72 19401.56

6 Depreciation and Amortisation 3744.02 3658.05

7 Profit/(Loss) before Taxation (PBT) 1033.03 627.93

8 provision of Taxation including Deferred 673.81 (362.51) Tax liability (Assets) 9 Share of loss from associate company (1.02) (1.90)

10Profit/ (Loss) after Taxation (PAT) 358.20 988.55

STANDALONE OPERATING PERFORMANCE

Your Company closed the financial year 2013-14 with turnover of Rs. 622701.84 lacs as compared to Rs. 564267.89 lacs made during the previous year.

The achievement of 10.35% increase in turnover as compared to previous year is quite encouraging performance made by your company. Despite the fact that the adverse macro economic scenario particularly in the form of high interst rates, depreciated currency and uncertainty due to general elections led to deceleration in the economic recovery.

The profit before tax of the Company stood at Rs. 982.63 lacs as compared to Rs.929.99 lacs achieved during previous year.

CONSOLIDATED OPERATING PERFORMANCE

The consolidated turnover made during the year under review was Rs. 624794.78 lacs as compared to Rs. 566096.57 lacs achieved during the previous year, The Consolidated revenues of your Company thus rose by 10.36% during the financial year 2013-14 which was very valuable looking to global economic scenario as was prevalent during the year under review.

Further, the profit before tax as per the consolidated results shows increase from Rs 627.93 lacs to Rs. 1033.03 lacs with growth by 64.51% over previous year.

DIVIDEND

The Board has followed the plough back policy for future growth of your company and in adherence thereto does not recommend any dividend.

WEBSITE

As per the Clause 54 of Listing Agreement, the Company has maintained a functional website "www.gokulgroup.com" for the benefit of all stake holders of the Company.

The contents of the said website are updated on regular basis.

FIXED DEPOSITS

The Company has not accepted or renewed any public deposits during the year. There are no outstanding and overdue deposits as at 31.3.2014.

SUBSIDIARY COMPANIES

Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated 8th February, 2011 and Circular No. 3/2011 dated 21st February, 2011, has exempted Companies from attaching the Annual Reports and other particulars of its Subsidiary Companies along

with Annual Report of the Company required under Section 212 of the Companies Act, 1956. Therefore, the Annual Reports of the Subsidiary Companies namely Maurigo International Limited, Mauritius, Maurigo Pte Limited, Singapore and Professional Commodity Services Private Limited are not attached with this Annual Report. However, a statement giving certain information as required vide aforesaid circular dated 8th February, 2011 are attached along with the Consolidated Accounts.

The Annual Accounts of Subsidiary Companies and the related details/ informations shall be made available to shareholders at any point of time on their demand. The Annual Accounts of the Subsidiary Companies have been kept for inspection at the registered office of the Company and at the office of Subsidiary Companies. The Company shall provide free of cost, the copy of the Annual Accounts of its Subsidiary Companies to the shareholders upon their request.

DIRECTORS

As per section 152 of the Companies Act, 2013 (corresponding Section 256 of the Companies Act, 1956), and clause 168 of Article of Association of the Company Mr. Kanubhai Thakkar is liable to retire by rotation and being eligible, offers himself for re-appointment. Mr. Bipinkumar Thakkar was appointed as Additional Director and Whole Time Director- Legal subject to approval of Members w.e.f 16th January, 2014 for a period for three years on a remuneration as recommended by Remuneration Committee.

The Office of Mr. Bipinbhai Thakkar expires on conclusion of an ensuing Annual General Meeting. The Board has proposed to regularize his appointment as Regular Director and Whole Time Director- legal in General Meeting liable to retire by rotation.

Mr. Karansinhji Mahida, Dr. Dipooba Devada and Mr. Piyushchandra Vyas are Independent Directors of the Company. Pursuant to Section 149(4) of the Companies Act, 2013 every listed public Company shall have at least one-third of the total number of Directors as Independent Directors.

Section 149(10) of the Companies Act, 2013, inter alia, provides that subject to the provisions of Section 152, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company.

Further pursuant to Section 149(13), the provisions of Sub-sections (6) and (7) of section 152 in respect of retirement of Directors by rotation shall not be applicable to appointment of Independent Directors.

INSURANCE

All the movable and immovable assets of the Company are adequately insured and are covered for all the necessary risks.

AUDITORS

The Statutory auditors being Partnership Firm has completed the period prescribed under Section 139 of the Companies Act, 2013. However, Section further provides for the cooling period of three years for compliance of said provision. In adherence thereto, the Board of Directors has recommended the reappointment of M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting to audit the accounts of the company for the financial year 2014-15 and submit the report there on to the board of directors of the Company.

COST AUDITOR

Pursuant to Section 148(3) of the Companies Act, 2013 (corresponding Section 233B(2) of the Companies Act, 1956), the Board of Directors on the recommendation of the Audit Committee appointed M/s. Ashish Bhavsar & Associates, Cost Accountants as Cost Auditors of the Company for the year 2014-15. M/s. Ashish Bhavsar & Associates, have confirmed that their re-appointment is within the limits of Section 141(3) of the Companies Act, 2013 ( corresponding 224(1B) of the Companies Act, 1956) and have also certified that they are free from any disqualification specified under Section 141(3) of the Companies Act, 2013.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of Listing Agreement with Stock Exchanges, Consolidated audited Financial Statements of the Company''s and its subsidiaries and associates, for the year ended 31st March, 2014 have been prepared by the Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements" and other Accounting Standards prescribed by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements form part of the Annual Report.

ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto marked Annexure A and forming part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As per the provisions Section 217(2AA) of Companies Act, 1956, the Directors hereby state and confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

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 31st March, 2014 and the profit of the Company for the year ended on that date;

c) The Directos have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, 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.

MANAGEMENT''S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been included in the Management Discussion and Analysis Section which forms a part of the Annual Report.

VIGIL MECHANISM /WHISTLE BLOWER

Every listed company and other companies have to formulate the vigil mechanism for Directors and employees of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy in terms of provisions of Section 177(9) of the Companies Act, 2013 and Rules made thereunder and revised Clause – 49 of the Listing Agreement with Stock Exchanges. The Company has formulated vigil mechanism and whilstle blower policy.

The vigil mechanism shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee under Section 177(9) of the Companies Act, 2013.

In case of repeated frivolous complaints being filed by a director or an employee, the audit committee may take suitable action against the concerned director or employee including reprimand. A whistle blower may be within the organization who discloses any illegal, immoral or illegitimate practices to the employer;He/She may be employee, superior officer or designated officer. The mechanism shall also be available for outsiders to report their genuine concerns.

CORPORATE GOVERNANCE REPORT

A separate Section on Corporate Governance, along with a certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the Corporate Social Responsibility Committee has constituted and it consists of following Directors:

1. Mr. Balvantsinh Rajput - Chairman

2. Mr. Piyushchandra Vyas - Member

3. Dr. Dipooba Devada - Member Corporate Social Responsibility Committee shall

1. Formulate and recommend to the Board, a Corporate Social Responsibility policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII.

2. Recommend the amount of expenditure to be incurred on the activities referred above.

3. Monitor the corporate social responsibility policy of the company from time to time

The Board of Directors after taking into account recommendations made by the corporate Social Responsibility committee shall approve the corporate social responsibility policy for the Company and disclose contents of such policy in its report and also place it on the website and ensure that activities included in policy are undertaken by the Company

The CSR committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

Your Company firmly believes that it is the responsibility of every member of the society to give back for all the good that the society has bestowed upon us. The Company continues to make focused efforts for fulfilling CSR, with the thrust areas being education, health. The Company is supporting the activities of Shree Bahuchar Jan Seva Trust which is providing healthcare services to the general public at large running one hospital at Sidhpur and another at Gandhidham.

INTERNAL CONTROL SYSTEM

The Company has documented robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedural, laws and regulation, safeguarding of assets and economical and efficient use of resources.

KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR:

Mr. Mahesh Agrawal was appointed as Group Chief Executive Officer and Chief Financial Officer. Mr. Dineshkumar Sharma, Whole Time Director has resigned and in his place Mr. Bipinkumar Thakkar was appointed as Whole Time Director during the year.

Mr. Bipinkumar Thakkar - Whole Time Director, Mr.. Mahesh Agrawal- Group- CEO and Company Secretary are identified as Key Managerial Persons under Section 203 of the Companies Act, 2013.

RISK MANAGEMENT

The Company has formulated the risk management policy which indicate company''s standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. The Risk Management Group will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the firm.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirement as to qualify for their appointments as an Independent Director under the provision of The Companies Act,2013 as well as clause 49 of the Listing Agreement.

EQUAL OPPORTUNITY EMPLOYER

The Company has always provided a congenial atmosphere for work to all Sections of the Society.

It has provided equal opportunities for employment to all without regard to their caste, religion, colour, marital status and sex.

PARTICULARS OF EMPLOYEES

None of the employees was drawing salary in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CAUTIONARY STATEMENT

Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in this statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions affecting selling prices,new capacity additions, availability of critical materials and their cost, change in Government''s Policies and tax laws, economic development of the Company, and other factors which are material to the business operation of the Company.

CORPORATE GOVERNANCE

Your company is committed to good corporate governance practice and following to the guidelines prescribed by the SEBI and stock exchange form time to time. The Company has implemented all of its major stipulations as applicable to the company. The Statutory auditors certificate in accordance with the clause 49 of the listing agreements and report on the corporate governance is annexed hereto and forming part of the Directors Report.

Mr. Kanubhai Thakkar, Managing Director and Mr. Mahesh Agrawal, Group Chief Executive officer have given a certificate to the Board as contemplated in sub clause-V of the clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Banks, Central, State Government, their Departments and the Local Authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for commitment, dedication and hard work put in by every member of the GOKUL FAMILY.

And to you, our stakeholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For, Gokul Refoils and Solvent Limited

Balvantsinh Rajput Chairman and Managing Director

Date : 30th May, 2014 Place : Ahmedabad


Mar 31, 2013

Dear Stakeholder,

The Directors are pleased to present the 20th Annual Report nf the Company and Annual Audited Accounts for the financial, year ended 31* March, 2013.

Financial Results:

The financial highlights of the Company for the financial year 2012-13 as compared to the previous financial year 2011-12 on Standalone and Consolidated basis is as below:

{Rs.In Lacs)

Standalone Consolidated

Sr. No. Particulars 33.03.2013 31.03.2012 31.03.2013 31.03.2012

1. Sales 581537.73 640709.16 583365.58 642031.76

2. Operating and Other Income 23768,40 14629.21 23891.48 15188.28

3. Total Revenue 605306.13 655338.37 607257.06 657220.04

4. Profit before interest. Depreciation, 23876.72 4208.08 23687.54 4372.03

Exceptional items and Taxes (F.8IDTA)

5. Interest and Financial Cost 19392,17 1962.90 19401.56 15217.42

Depreciation and Amortisation 3654.56 3289.67 3053.05 3292,76

7. Proflt/{ijOK}be foreTanHefl(PBO 929.99 (14044-49) 627.3 (14miS)

8. Provision for Taxation Including (362.51) (3335.87) (362.51) (3330.68)

Deferred Tax tiabUfty/(Assets)

9 Share in profitless) of Associate (1-90) (2-41)

10. Profit/(Loss) after Taxation (PAT) 1292.50 (10708.62) 98835 (10809.88)

Standalone Operating Performance

The Company has achieved turnover of Rs. 581537.73 lacs as compared to t 640709.16 lacs of the previous year.

There has heen decrease dF 9.24% in sales during this year as compared to previous year.

The Company made a net profit after tax of 7 1292.50 lacs as compared to previous year net loss after tax of Rs. 10708.62 lacs.

Consolidated Operating Performance

The Company has made consolidated turnover of Rs. 583365.58 lacs as compared to Rs. 642031.76 Ucs of the previous year. There has been decrease of 9.14% in sales during this year as compared to previous year.

The Company made a consolidated net profit after tax of Rs. 988.54 lacs as compared to previous year net loss after tax of T 10809.88 lacs.

Dividend

Your Directors do not recommend dividend for the year under review, in order to strengthen the long term resources of the Company.

Webifte

As per the Clause 54 of the Listing Agreement, the Company has maintained a functional website www.gokulgroup.com which has all the details i.e. derails of its business, financial information, shareholding pattern, compliance with corporate governance, code of conduct contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, details of agreements entered into with the media Companies and/or their associates, etc.

The contents of the said website are updated on regular basis.

Fixed Deposits

The Company has not accepted any Fixed Deposits from the public and it is therefore not required to comply with the requirements under Non-Banking Non-Financial Companies (Reserve Banx) Directions. 19&6 and Companies (Acceptance of Deposits) Rules, 1975,

Subsidiary Companies

Ministry of Corporate Affairs, Government nf India, vide Its circular No. 2/2Q11 dated S"" February, 2011 and Circular No. 3/2011 dated '')''¦¦ February, 2011 has exempted Companies from attaching the Annual Reports and other particulars of its Subsidiary Companies along with the Annual Report of the Company required under Section 212 of the Companies Act 1956. Therefore, the Annual Reports Of the Subsidiary Companies namely Maurigo International Ltd, Mauritius, Maurigo Pte Ltd, Singapore and Professional Commodity Services Private Limited are not attached with this Annual Report. However, a statement giving certain information as required vide aforesaid circular dated 6r February, 2011 attached along with the Consolidated Accounts

The annual accounts of the Subsidiary Companies and the related detailed Information shall be made available to shareholders at any point of time on their demand. The annual accounts of the Subsidiary Companies have been kept for inspection at the registered office of the Company and at the office of Subsidiary Companies. The Company shall provide free of cost the copy of the Annual Accounts of its Subsidiary Companies to the Shareholders upon their request

Directors

As per Section 256 of the Companies Act, 1956 and in terms of Article 16B of the Articles of Association, Shri Piyushchandra Vyas is liable to retire by rotation and being eligible, offers himself for re-appointment Shri Dineshkumar Shanna was appointed as Wholetime

Director- Legal with effect from 141* May, 2012 for a peHod of one year. According to the terms of appointment his tenure ends on 131* May, 2013. Tn accordance with the provisions tf Companies Act 1956 and the Company''s Articles of Association, the Board of Directors by passing circular resolution dated llft May, 2013 re-appointed him to* further period of one year, subject to approval from Members on the remuneration as recommended by Remuneration Committee.

Insurance

All the movable and immovable assets of the Company are adequately insured and are covered for all the risks.

Auditors

M/s. M.R. Pandhi & Associates, Statutory Auditors, will retire at the ensuing Annual General Meeting and are eligible for re-appointment M/s. M.R. Pandhi & Associates have confirmed that their re-appointment. If made, shall be within the limits specified under Section 224-[iR) of the Companies Act 1956.

Cost Auditors

Pursuant to Section 2338(2) of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Ashish Bhavsar & Associates, Cost Accountants as Cost Auditors of the Company for the year £013-14. M/s. Ashish Bhavsar & Associates, have confirmed that tiieir appointment is within the limits of Section 224(1B) of the Companies Act, 1956 and have also certified that they are free from any disqualifications specified under Section 2338(5) read with Section 22* Sub-Section (3) or sub-Section(4) of Section 226 of the Companies Act, 1956.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company,

Consoli d ated Pi nan d al State merits

As stipulated by Clause 32 of Listing Agreement with Stock Exchanges, Consolidated Audited Financial Statements of the Company''s and its Subsidiaries and Associates, for the year ended 31" March, 2013 have been prepared by the Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements'' and other Accounting Standards prescribed by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors'' Report form part of the Annual Report.

Energy, Technology Absorption and Foreign Exchange

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to Section 217(l)(e) of the Companies Ac:, 1956 read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 19SS is annexed hereto ma-ked Arnexure A and forming part of this report

Directors Responsibility Statement

Pursuant to the Section 217(2AA) of the Companies Act, 1956 as amended, the Directors confirm that

1) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as tD give a t-ue and fair view of the state of affairs of the Company as at 31" March, 2X113 and the profit of the Company for the year ended an that date.

iti) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets oF the Company and for preventing and detecting fraud and other irregularities.

tv) The Directors have prepared the Annuat Accounts on a going concern basis. Management''s Discussion and Analysis of Financial Conditions

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been included in the Management Discussion and Analysis Section which forms a part of the Annual Report.

Compliance with the Governance Framework

The Company is in compliance with all mandatory requirements of Clause 49 of the Listing Agreement. In addition, the Company has also adopted the non-mandatory requirements of constitution of the Remuneration Committee and establishing of Whistle Slower mechanism, Risk Management. A separate Section on Corporate Governance, along with a certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

Corporate Social Responsibility (CSR)

Your Company firmly beLieved that it was the responsibility of every memher of the society to give back for aLl the good that the society has bestowed upon us. The Company continues to make focused efforts for fulfilling its CSR, with the thrust areas being education, health. The Company is supporting the activities of Shree Bahuchar Jan Seva Trust which is providing healthcare services to the general public at large running one hospital at Sidhpur and another at Gandhidham.

Internal Control System

The Company has documented robust and comprehensive Internal, control systems for all the major processes to ensure reliability of financial reporting, timely Redback on achievement of operational and strategic goals, compliance with policies, procedure, laws and regulations, safeguarding o* assets and economical and efficient use of resources.

Particulars of the Employees

The information required under Section 217{2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, in respect of the employees of the Company is required to be attached to this Report. In terms of Section 219{l)(b)[iv) of the Ac-., the Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid Annexure. The Annextre is available for inspection by the members at the Registered Office of the Company during business hours on working days up to date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such members may write to the Company Secretary, whereupon a copy would be sent

Equal Opportunity Employer

The Company has always provided a congenial atmosphere for wcrk to aLl Sections of the society. It has provided equal opportunities of employment tD all withaLt regard to thEir caste, religion, colour, marital status and sex.

Cautionary Statement

Statements in the Directors'' Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed In the statement. Important factors that could influence the Company''s operations Include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes In government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

Acknowledgements

Your Directors take this opportunity to express their deep sense of gratitude to the Banks, Central State Governments, their departments and the local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the GOKUL family,

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us,

For, Gokul Re foils and Solvent Limited

Place : Ahmedabad Balvantslnh Rajput

Date : 3(F Nay, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 19th Annual Report on the affairs of the Company along with the audited statement of Accounts for the year ended 31st March, 2012. The Report also includes the Management Discussion and Analysis in accordance with the provisions of the Clause 49 of the Listing Agreement.

Financial Highlights

(Rs. In Lacs)

Sr. No. Particulars 31.03.2012 31.03.2011

1. Sales 640709.16 446453.96

2. Operating and Other Income 14629.21 8256.63

3. Total Revenue 655338.37 454710.59

4. Profit before interest, Depreciation, Exceptional items and Taxes (EBIDTA) 4208.08 19600.51

5. Interest and Financial Cost 14962.90 7582.82

6. Depreciation and Amortisation 3289.67 3018.65

7. Profit/(Loss) before Taxation (PBT) (14044.49) 8999.04

8. provision of Taxation including Deferred Tax liability/(Assets) (3335.87) 2800.97

9. Profit/(Loss) after Taxation (PAT) (10708.62) 6198.07

Operational Performance

During this year, the Company has achieved turnover of Rs. 640709.16 lacs as compared to Rs. 446453.96 lacs of the previous year, which shows increase of 43.51 % as compared to the previous year. Our export turnover has also been increased to Rs. 146032.71 lacs as compared to Rs. 90631.30 lacs with record growth of 61.13 % as compared to previous year. Though the volume and performance improved compared to previous year, the Company made a net loss after tax of Rs. 10708.62 lacs as compared to previous year net profit after tax of Rs. 6198.07 lacs, primarily due to increase in material cost and foreign exchange loss.

Dividend

Due to loss and with a view to conserve resources for operational purposes, your Directors have not recommended any dividend on equity shares for the year under review.

Expansion of Existing Projects and Status of New Projects

The Company has strengthened manufacturing facilities by enhancing castor seed processing capacity from 1100 TPD to 2000 TPD, castor solvent extraction capacity from 600 TPD to 1200 TPD and castor refining capacity from 400 TPD to 600 TPD at Gandhidham Plant.

The capacity for Bakery shortening added by 100 TPD at Gandhidham Plant in addition to Vanaspati/IEF capacity increased from 200 TPD to 300 TPD. At Sidhpur plant Mustared Solvent extraction capacity increased from 400 TPD to 700 TPD. At Haldia plant Fractionation capacity increased from 600 TPD to 800 TPD.

To meet Company requirement of power, Company is in process of installing wind turbine generators at Porbander with an installed capacity of 2.5 MW. After the installation the Company will have wind power generation capacity of 7.5 MW which is meant for captive use.

Website

As per the Clause 54 of the Listing Agreement, the Company has maintained a functional website www.gokulgroup.com which has all the details i.e. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, details of agreements entered into with the media companies and/or their associates, etc.

The contents of the said website are updated on regular basis.

Fixed Deposits

The Company has not accepted any Fixed Deposits from the public and it is therefore not required to comply with the requirement under Non-Banking Non-Financial companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

Subsidiary Companies

Your Company has three wholly owned subsidiary companies namely Maurigo International Ltd, Mauritius, Maurigo Pte Ltd, Singapore and Professional Commodity Services Private Limited. In line with Section 212 of the Companies Act, 1956, and as per the Circular No. 2/2011 dated 8th February, 2011 and Circular No. 3/2011 dated 21st February, 2011, the consent of the Board has been obtained for not attaching the audited statements of accounts along with the Director's Report and the Auditor's report of these companies. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders at any point of time on their demand. The annual accounts of the subsidiary companies have been kept for inspection at the Registered office of the Company and at the office of subsidiary Companies.

Directors

As per Section 256 of the Companies Act, 1956 and in terms of Article 155 of the Articles of Association, Shri Dineshkumar Sharma is liable to retire by rotation and being eligible, offers himself for re-appointment.

Shri Dineshkumar Sharma has been appointed as the wholetime Director- Legal of the Company subject to the approval of members with effect from 14th May, 2012.

Shri Gyan Chordia resigned as Director and Executive Director of the Company w.e.f. closing hours of 31st March, 2012.

The Shareholders in the Annual General Meeting held on 24th September, 2011 have passed the resolution for reappointment and payment of Remuneration to Shri Balvantsinh Rajput and Shri Kanubhai Thakkar, Managing Directors Rs. 1,50,00,000 per annum to each and Remuneration to be payable to Gyan Chordia, Executive Director Rs. 1,11,00,000 per annum.

Due to loss in the year under review the remuneration is to be restricted to Rs. 48,00,000 per annum to each of the aforesaid Managerial Personnel, in term of the provisions of the Schedule XIII of the Companies Act, 1956.

The brief resume of of Shri Dineshkumar Sharma having reappointed as Director is attached to the notice of the ensuing Annual General Meeting.

Insurance

All the movable and immovable assets of the Company are adequately insured and are covered for all the risks.

Auditors

M/s. M.R. PANDHI & ASSOCIATES, Chartered Accountants, Ahmedabad, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have expressed their willingness to act as the Auditors of the Company, if reappointed. They have further confirmed that the said appointment would be in conformity with the provisions of 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. Your Directors request you to reappoint the Auditors and fix their remuneration.

The Auditors' Report on accounts of the Company for the Accounting year ended 31st March, 2012 is self explanatory and do not call for further explanations or comments and that may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

Cost Auditor

In compliance of Circular No. F No.52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Government of India, Cost Audit Branch, the Company has appointed M/s. Ashish S Bhavsar & Co., cost accountants as cost auditor to conduct cost audit for the year 2012-13.

Consolidated Financial Statements

As stipulated by Clause 41 of Listing Agreement with Stock Exchanges, Consolidated audited Financial Statements of the Company's and its subsidiaries and associates, for the year ended 31st March, 2012 have been prepared by the Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements" and other Accounting Standards prescribed by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements form the part of the Annual Report.

Particulars Regarding Conservation of energy & Technology Absorption & Foreign Exchange Earnings and Outgo

Information in accordance with the provision of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed as Annexure A hereto forming a part of this Report.

Directors Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures ADs-

ii) 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 31st March 2012 and of the loss of the Company for the year ended on that date.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the interest of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

Management's Discussion and Analysis of Financial Conditions

A separate Section on Management Discussion and Analysis, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges forms the part of the Annual Report.

Corporate Governance

The Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance as were applicable during the year under review to the Company.

A report on Corporate Governance practices followed by the Company, the Auditors' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as Annexed to this report.

Corporate Social Responsibility (CSR)

The Company is supporting the activities of Shree Bahuchar Jan Seva Trust which is providing healthcare services to the general public at large running one hospital at Sidhpur and another at Gandhidham.

The Company also proposes to support educational institution.

Particulars of the Employees

As per the Companies (Particulars of Employees) Amendment Rules, 2011 and the provisions of Section 217(2A) of the Companies Act, 1956, details of the names and other particulars of employees drawing remuneration aggregating to more than Rs. 60,00,000 (Rupees Sixty Lacs Only) per annum and Rs. 5,00,000 (Rupees Five Lacs) per month, are required to be attached to this report. However, as permitted by Section 219(1)(b)(iv) of the Companies Act, 1956, this Annual Report is being sent to the shareholders excluding aforesaid information. Any shareholder desirous of obtaining such particulars may write to the Company Secretary.

Acknowledgement and Appreciation

The Directors take this opportunity to express their gratitude and appreciation for the co-operation and assistance received from the Stock Exchanges, Bankers, Government and various Government Agencies as well as Shareholders during the year under review.

The Directors also wish to place on record their appreciation of the devoted and dedicated service rendered by all the employees of the Company for ensuring that the Company performs well.

For and on behalf of the Board

Place : Ahmedabad Balvantsinh Rajput

Date : 13th August,2012 Chairman and Managing Director


Mar 31, 2010

The Directors of Gokul Refoils and Solvent Ltd take pleasure in presenting the 17th Annual Report on the affairs of the Company along with the Audited statement of Accounts for the year ended 31st March, 2010. The Report also includes the Management Discussion and Analysis Report in accordance with the provisions of the Clause 49 of the Listing Agreement.

The highlights of this financial year as below.

Financial Highlights

(Rs. In Lacs) Sr. Particulars For the For the No. year year ended ended 31.3.2010 31.3.2009 1. Sales and Operating Income 281628.40 273162.65 2 Other Income 408.80 582.26 3 Total Revenue 282037.21 273744.92 4 Profit before Interest, Depreciation, Exceptional items and Taxes (EBIDTA) 12023.53 9631.44 5 Interest and Financial Cost(Net) 3253.95 4079.84 6 Depreciation and Miscellaneous Expenditure Written Off 2508.64 1775.90 7 Profit before Taxation (PBT) 6260.94 3775.70 8 Tax including Deferred Tax 2005.77 1207.66 9 Profit after Taxation (PAT) 4255.18 2568.04 10 Short(Excess) provision of Taxation for Earlier years (39.82) 219.50 11 Profit brought forward from the Previous Year 15276.92 13880.11 12 Profit Available for Appropriation 19571.92 16228.65 Transfer to General Reserve 500.00 500.00 Proposed Dividend 395.69 395.69 Tax on Proposed Dividend 65.72 56.04 13 Balance carried to Balance Sheet 18610.511 15276.92

Operational Performance

During this year, turnover has increased to Rs.281628 lacs as compared to Rs. 273163 lacs in the last year with significant increase in the profit after tax (PAT) by 66% as compared to previous year. Company has made a net profit after tax of Rs. 4255 lacs in current year as compared to net profit after tax of Rs.2568 lacs in the

previous year. This is mainly because of operational efficiency at all levels including saving in material cost through effective procurement, better realisation through retail market and branding efforts and saving in financial cost on account of better fund management.

During the year 2009-10, there has been an increase in sales quantity of edible oils almost by 20% as compared to previous year. However owing to lower realization of sales prices of edible oils in the market, it reflects only a nominal increase in turnover of the company.

The Companys integrated strategy is bearing fruit. At one end, the backward integration through captive power plants and windmills is helping us to reduce costs while the forward integration is helping us in building our brands and setting up a pan India retail distribution network. The Company looks beyond immediate challenges to build up the business with long term goals based on the companys intrinsic strength in terms of production capacity, technical capabilities, product quality and distribution strength. The coming years portend an exciting period of expansions and integrated value addition within the Company.

The year under review, the Company has two business segments; Edible Oil business and Non- Edible Oil business.

1. During this year, edible oil business includes manufacturing, processing, marketing operation and income from derivatives transactions of edible oil and related products/byproducts namely domestic and imported edible oil, vanaspati, oil cake, de-oil cake and its by products.

2. The non edible oil business includes manufacturing, processing and marketing operation of non edible related product/byproducts namely castor oil, castor oil cake etc.

During the year, the Company has achieved edible oil business segment turnover of Rs.2,43,393 lacs. The turnover of non-edible oil business is Rs. 38,471 Lacs.

Dividend

In view of the improved performance of the Company, the Directors are pleased to recommend second consecutive dividend of 15% (Rs. 0.30 per share) on equity share of Re. 21- each aggregating to Rs. 461 lacs (which includes tax on dividend of Rs. 66 lacs) same as 15% dividend aggregating to Rs. 452 lacs in the previous year (which included tax on dividend of Rs. 56 lacs).

Status of the New Projects & Expansion of Existing Projects

Commencement of Production at Haldia Plant

As a strategic initiative, the Company has set up a new port based plant at Haldia in Eastern India with a refining capacity of 1100 MT per day. The production has already commenced in August, 2009.

Crude palm oil (CPO) purchased from international markets in South East Asia reach our plant from Haldia

port directly through pipelines. It is refined and supplied to our key markets in Eastern India and North Eastern States. This has resulted into significant savings in logistics cost and also collapse the time to market giving us a competitive marketing edge. This is the Companys first refinery in East India, providing enhanced access and logistics efficiencies to key markets in the North East; West Bengal, Bihar, Jharkhand, Eastern UP and Orissa.

The Haldia plant has been built with the latest technology available across the globe. It is fully automated and requires minimum human supervision, thereby reducing manpower costs significantly. With state-of-the-art processes and computer driven quality control, the output is of international quality and efficiency at its best. Manufacturing Plants

During this year, we strengthened our manufacturing facilities by expanding our refining capacity by 400 TPD at Gandhidham. Now, we have a total capacity of 1300 TPD for refining at our Gandhidham Plant. It will help us to meet out the increasing demand of northern states of India.

In view of the increasing demand of Kachi Ghani Mustard Oil, the Company is setting up an ultra modern Mustard Chillex Plant at Sidhpur with a capacity of 200 TPD. The Chillex technology is the latest technology available across the globe and only few Companies today have the said technology. The work for this plant is in progress and the company is expecting production from July 2010.

In view of the increasing demand of castor oil, we have also started castor manufacturing facilities at Gandhidham by setting up a new castor refining facility of 200 TPD we have also shifted Sidhpurs unutilized expeller and extraction capacities to Gandhidham plant. Now the company has castor seed processing capacity 300 TPD, castor extraction capacity of 200 TPD and castor refining capacity of 200 TPD at Gandhidham plant.

The company is further expanding its castor seed processing capacity by 700 TPD, castor extraction capacity by 400 TPD and castor refining capacity by 200 TPD. The company is expecting production from these new capacities from July 2010.

Now, with four manufacturing plants spread over strategic geographic locations, we are one of leading edible oil companies in India - giving us economies of scale, reduced input costs and ability to serve large number of customers.

Brand Building - Gokul and Zaika

A key success during the year has been our focused marketing and brand building efforts. We are following a three stages approach to our brand building efforts. With the support of our fully automated plants, we are able to make best quality edible oils thereby scaling up production. We have significantly improved our

manufacturing process and factory environs during this year. This gives us quality, similar taste and tamper-proof packaging. As a second measure, we have rolled out a strong retail distribution reach model and have across over about 400 distributors and more than 100000 retailers in Tier 1-2-3 cities in India.

On a third measure, we are planning to create a very high decibel TV commercial and advertisement campaign across India in leading GEC channels in upcoming year. All this will result in a significant premium to our product pricing -our per unit profit realization will also increase accordingly.

Website

In view of the Companys commitment to its stakeholders and consumers to provide an interactive medium for communicating the Companys goals, the Company has re-launched its website www.gokulgroup.com. This brings more transparency and easy accessibility of updated information about Company, its businesses, processes, brands & products and its distribution network etc.

It is useful for all stakeholders including investors, bankers, customers, suppliers, Government bodies, professionals looking for career and for our employees.

Change in utilisation of funds raised throgh IPO

The Company has revised utilization of issue proceeds by passing special resolution in its Extra Ordinary General Meeting held on 27th February, 2010 and detailed status of utilization of issue proceeds is disclosed in Note No. 28 of the Schedule 20 notes forming parts of Accounts. Fixed Deposits

The Company has not accepted any Fixed Deposits from the public and it is therefore not required to comply with the requirement under Non-Banking Non-Financial companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975. Subsidiary Companies

Your Company has three wholly owned subsidiary companies namely Maurigo International Ltd, Mauritius, Maurigo Pte Ltd, Singapore and Professional Commodity Services Private Limited. In line with section 212 of the Companies Act, 1956 the audited statements of accounts along with the Directors Report and the Auditors report of these companies are annexed herewith.

Directors

In terms of Article 155 of the Articles of Association, Mr. Piyushchandra R Vyas and Mr. Karansinhji Mahida retire by rotation and being eligible, offer themselves for re- appointment at the ensuing Annual General Meeting.

The brief resume of Directors being reappointed are attached to the notice of the ensuing Annual General Meeting. Insurance

All the movable and immovable assets of the Company are adequately insured and are covered for all the risks.

Auditors

M/s. M.R. Pandhi & Associates, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment and have expressed their willingness to act as the Auditors of the Company, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Act and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Consolidated Financial Statements

As stipulated by Clause 41 of Listing Agreement with Stock Exchanges, Consolidated audited Financial Statements of the Company, its subsidiaries and associates, for the year ended 31st March, 2010 have been prepared by the Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements" and other Accounting Standards prescribed by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements form the part of the Annual Report of the Year.

Particulars regarding Conservation of Energy & Technology Absorption & Foreign Exchane Earnings and Outgo

Information in accordance with the provision of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the Report of the Board of Directors) rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed as Annexure A hereto forming part of this Report.

Directors Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(ii) The Company has 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 31st March 2010 and of the profit of the company for the year ended on that date.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the interest of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a going concern basis.

Managements Discussion and Analysis ot Financial Conditions

A separate section on Management Discussion and Analysis, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is given in the Annual Report.

Corporate Governance

The Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance as were applicable during the year under review to the Company.

A report on Corporate Governance practices followed by the Company, the Auditors Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are Annexed to this report.

Corporate Social Responsibility

The Company feels that it owes to the society and has therefore contributed for its upliftment from time to time. The company set up a social service foundation in the year 1999 with an effort to create social awareness, well being and upliftment of the people.

In order to provide quality education, the Company has taken initiative to support such activity.

Gokul group of companies also maintain very well equipped hospital facility near its plant locations serving around 25000-26000 people during a year. The hospitals are also well equipped with Out Patient Department (OPD) and Hospitalization facility. Various awareness camps, health camps like Children Medical Camp, Eye Camp and tournaments like inter village football championship are held to develop a social atmosphere.

Particulars of the Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the particulars of the employees receiving remuneration in aggregate not less than Rs. 24,00,000 per annum or Rs. 2,00,000 per month is hereby annexed as Annexure B to the report.

Appreciation

The Directors take this opportunity to express their appreciation for the co-operation and assistance received from the Stock Exchanges, Bankers, Government and various Government Agencies as well as Shareholders during the year under review.

The Directors also wish to place on record their appreciation of the devoted and dedicated service rendered by all the emplpyees of the Company.

For and on behalf of the Board Place: Ahmedabad Balvantsinh C Rajput Date: 14th June, 2010 Chairman and Managing Director

 
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