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Directors Report of Golden Tobacco Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Fifty-Eighth Annual Report together with the Audited Accounts for the year ended March 31, 2014:

FINANCIAL HIGHLIGHTS (Rs in Lacs)

Particulars Current Previous Year ended Year ended 31st March 31st March 2014 2013

Profit/(Loss) before Interest, Depreciation, Exceptional item and Tax (188.25) (1404.50)

(Less):Interest-Net (2558.01) (2324.71)

(Less):Depreciation (108.64) (125.22)

Profit/(Loss) before Taxation (2478.40) (3854.43)

Provision for Taxation NIL NIL

Profit/(Loss)after Taxation (2478.40) (3854.43)

Exceptional Item-Income/(expense) 288.32 (487.30)

(Loss) for the year (2190.08) (4341.73)

(Loss) brought forward from previous year (13651.32) (9309.59)

(Loss) carried over to Balance Sheet (15841.40) (13651.32)

PERFORMANCE OF THE COMPANY

During the year, despite a decline in industry volume, the Company volume improved by 11% compared to the previous year. Increased grey market activities coupled with steep excise and VAT increases are the factors that have adversely affected the organized sector.

Your Company has been able to achieve some growth through launch of GGF 65mm and also through distribution extensions of Panama Deluxe Filter. The consumers'' response to both these brands is favorable and your Directors are confident of increased turnover. On the export front, several new markets with new brands have been opened up and regular orders have started flowing in. This is likely to result in not only increased turnover but increase in bottom line also.

DIVIDEND

Your Directors do not recommend any dividend on equity shares of the Company in view of the carried forward losses. STATUS OF BIFR SCHEME

As per the Hon''ble Delhi High Court order, the Company has filed Modified Draft Rehabilitation Scheme before the Hon''ble BIFR for extension of implementation of Scheme period which was in operation up to 31st March, 2011. Accordingly, Hon''ble BIFR has appointed Canara Bank as monitoring agency to appraise the Scheme and submit the final report to them for their consideration. In pursuit of the recent direction given by the BIFR, the Company has submitted amended MDRS to Canara Bank for their examination and onward submission to the BIFR for their consideration.

REAL ESTATE DEVELOPMENT

The Company had started the Real Estate Business in the year 2007-2008, when its Hyderabad property was offered for Joint Development and the Company also entered into a Memorandum of Understanding in the year 2009-10 with reputed developers to jointly develop its Vile Parle, Mumbai property. However, the development could not be proceeded because of the failure of the parties to make further payment as agreed as also in view of filing of suit by the Company''s minority shareholders in the Hon''ble City Civil Court Mumbai challenging the MOU signed by the Company with the developers for Vile Parle property. The Hon''ble Court has granted ad-interim stay in respect of operation of the MOU.

However, your Directors are exploring the avenues for the purpose.

Beside the above, the Hon''ble Supreme Court has also put an embargo for disposal of the said property. As already decided by the Company to develop the property on its own and in line of the same, the Company, in the Modified Draft Rehabilitation Scheme (MDRS) submitted to the Hon''ble BIFR, has sought to refund the advances received from the developers since the Company is hopeful of raising the fund as and when, the sale of the prospective/constructed sale of the proposed development of the said property would take place. In view of this, the Company is in dialogue with some strategic investors who would infuse the required fund for the purpose of the said development of property.

Central Excise department litigation is pending before the Hon''ble BIFR and Hon''ble AAIFR. However, the Income Tax department litigation is pending with the Hon''ble Supreme Court. Hence, at present, the Company is unable to proceed in its real estate business. However, the Management is hopeful to resolve the said issues in Company''s favour. Your Directors are therefore optimistic of commencement of real estate business on receipt of approval of MDRS which is pending before the BIFR.

As regards Hyderabad property, the existing developer has expressed his inability to proceed in the development agreement. The Company has now floated enquiry in the market to identify some strategic investors/developers for the development of the said property. Now after a gap of a long period, the real estate market scenario is gradually moving upwards and the Company is in lookout for right opportunity to enter into the market and find a strategic investor to raise the required fund for the development of the said property.

CORPORATE GOVERNANCE

The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provision of law and in particular those stipulated in the Listing Agreement with the Stock Exchange(s). A separate report of Corporate Governance stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is given under the separate head where the detailed operational performance of the Company has been comprehensively discussed, which forms part of Directors'' Report.

ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY

Good environment as well as safe & healthy working conditions are at the root of the good performance. Your Company has been in a constant quest for providing to its employees, a very congenial work environment which will in turn add to the performance of the Company. Keeping in mind the dynamism in the environment, your Company is continuously imparting requisite training to its employees in their respective fields of work.

Health and safety of our employees is of prime concern to us. The workplace is designed to abate the hazards naturally prone to our product. No accident or any pollution problem was noticed during the year. Care is taken to ensure that all laws pertaining to environment, pollution, health and safety of employees and other relevant enactments are being scrupulously adhered to. Our commitment towards the society in terms of providing a clean and healthy environment is of utmost concern and we pledge to take active efforts to preserve the same.

BOARD OF DIRECTORS

As per section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri R. R. Kumar and Shri V.K.Bhandari, Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. During the year under review, Shri Sanjay Dalmia Shri Anurag Dalmiya, Shri J.P. Khetan, Shri V. Anish Babu and Shri Rishabh Jain resigned from the Directoship of the Company. Shri Ved Berry, Whole-time Director also resigned from the Directorship of the Company. Your Directors have appreciation for valuable contributions made by them.

PARTICULARS OF EMPLOYEES

The particulars of employees drawing remuneration of Rs. 60 lacs per annum or Rs. 5.00 lacs per month for part of the year or more pursuant to provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 are set out below:

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i. That the preparations of the annual accounts and applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. That 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 at the end of the financial year and of the loss of the Company for the year under review.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared annual accounts on a going concern basis.

AUDITORS'' REPORT:

Emphasis of Matter:

We draw attention to the paragraph of "emphasis of matter " of the Auditor''s Report, without considering the same as qualification as follows :

(a) There is substantial diminution in the carrying value of certain long term investments, particularly in respect of quoted investments- the diminution being Rs. 3,45,31,403 as compared to its market value which in the opinion of the management, is temporary and no provisioning is considered necessary at this stage as the same are long term and of strategic in nature. (Refer note no.9.1)

(b) Overdue advances of Rs. 9,99,70,868 and an investment made of Rs. 2,31,20,000 in Western Express Industries Limited (WEIL), a wholly owned subsidiary company has accumulated losses far in excess of its paid up capital and reserves & surplus. As explained, the management is hopeful of recovering/realizing the same in due course of time in view of expected revival of activities/development in the said subsidiary. (Refer note no. 10.1)

AUDITORS

M/s. Lodha and Co., Chartered Accountants, statutory auditors, retire at the ensuing Annual General Meeting and have furnished their consent for reappointment, if made, as well as requisite certificate. You are requested to reappoint them as Statutory Auditors from the conclusion of 58th Annual General Meeting upto the conclusion of 61st Annual General Meeting and fix their remuneration. SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements enclosed with the accounts are prepared in accordance with Accounting Standard 21. In view of the general exemption granted by the Ministry of Corporate Affairs, the Report and Accounts of subsidiary companies are not required to be attached to your Company''s Accounts. Shareholders desirous of obtaining the report and accounts of your Company''s subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will be kept for inspection at your Company''s Registered Office and those of subsidiary companies viz. The Golden Realty & infrastructure Limited, Golden Investment (Sikkim) Private Limited, Western Express Industries Limited, GTC INC B.V. and Raigadh Papers Limited, a subsidiary of Western Express Industries Limited are the subsidiary companies of your Company.

OTHER INFORMATION

Certificate, as required under Clause 49 of the Listing Agreement with the Stock Exchanges in India, confirming compliance by the Company with the provisions of Corporate Governance as given by the Auditors, M/s. Lodha and Co., Chartered Accountants, declaration by the CEO certifying compliance with the Code of Conduct of the Company and Certificate given by the CEO and CFO as required under the Listing Agreement are annexed herewith. Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to Foreign Exchange Earnings and Outgo, Conservation of Energy and Technology Absorption and Export Market Developments is also provided as an annexure to this report. Additional disclosures in the form of Consolidated Financial Statements and Related Party Transactions have been made by your Company in compliance with the Listing Agreement.

ACKNOWLEDGEMENTS

Your Directors express their deep gratitude and sincere appreciation for the whole-hearted assistance and co-operation extended to the Company by the Bankers, Financial Institutions, Business associates, Employees and all the Shareholders of the Company who have continued to repose utmost faith in the Company.

For and on behalf of the Board

Place : Mumbai R. R. Kumar A. K. Joshi Dated : May 27, 2014 Director Managing Director


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Fifty-Seventh Annual Report together with the Audited Accounts for the year ended 31st March, 2013:

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Current Year ended Previous year ended 31st March,2013 31st March,2012

Profit/(Loss) before Interest, Depreciation, Exceptional item and Tax (1361.95) (531.90)

Interest-Net 2324.71 2266.45

Depreciation 125.22 105.02

Profit/(Loss) before Taxation (3811.88) (2903.38)

Provision for Taxation 1.36 1.40

Profit/(Loss)after Taxation (3813.24) (2904.78)

Exceptional Item 528.49 Nil

(Loss) for the year (4341.73) (2904.78)

(Loss) brought forward from previous year (9309.59) (6404.81)

(Loss) carried over to Balance Sheet (13651.32) (9309.59)

PERFORMANCE OF THE COMPANY

During the year, despite a decline in industry volume, the Company volume improved by 11% compared to the previous year. Increased grey market activities coupled with steep excise and VAT increases are the factors that have adversely affected the organized sector.

Your Company has been able to achieve growth through launch of products in the new 65mm category i.e Panama Delux Filter- HLP and SS, PPF, Delux Filter, Style 69 etc. and also intensified rural penetration. The response from the market is encouraging and your Directors are hopeful of in creased turnover. The export market performance continues to be on increasing path. Several new markets have been opened up and new brand names have been added. This is likely to increase top line as well as bottom line and increase the contribution of the Company in the coming financial year.

DIVIDEND

Your Directors do not recommend any dividend on equity shares of the Company in view of the carried forward losses.

STATUS OF BIFR SCHEME

As per the Honble Delhi High Court order, the Company has filed Modified Draft Rehabilitation Schem e before the Honble BIFR for extension of implementation of Scheme period which was in operation up to 31st March, 2011. Accordingly, Honble BIFR has appointed Canara Bank as monitoring agency to appraise the Scheme and submit the final report to them for their consideration. Further as per the recent direction given by the BIFR, the Company has to submit amended MDRS to Canara bank for their examination and onward submission to the BIFR for their consideration. The Company is in the process of submitting the same.

REAL ESTATE DEVELOPMENT

The Company had started the Real Estate Business in the year 2007-2008, when its Hyderabad property was offered for Joint Development and the Company also entered into a Memorandum of Understanding in the year 2009-10 with reputed developers to jointly develop its Vile Parle, Mumbai property. However, the development could not be proceeded because of the failure of the parties to make further payment as agreed as also in view of filing of suit by the Companys minorit y shareholders in the Honble City Civil Court, Mumbai challenging the MOU signed by the Company with the developers for Vile Parle property. The Honble Court has granted ad-interim stay in respect of operation of the MOU.

Besides the above, the Honb'' le Supreme Court has also put an embargo for disposal of the said proper ty. As already decided by the Company to develop the property on its own and in line with the same, the Company, in the Modified Draft Rehabilitation Scheme (MDRS) submitted to the Honb'' le BIFR, has sought to refund the advances received from the dev elopers since the Company is hopeful of raising the fund as and when the sale of the prospective/constructed sale of the proposed development of the said property would take place. In view of this, the Company is in dialogue with some strategic investors who would infuse the required fund for the purpose of the said development of property.

Central Excise department litigation is pending before the Honb'' le BIFR and Honb'' le AAIFR. However, the Income Tax department litigation is pending with the Honb'' le Supreme Court. Hence, at present, the Company is unable to pr oceed in its real estate business. However, the management is hopeful to resolve the said issues in Companys'' favour. Your Di rectors are therefore optimistic of commencement of real estate business on receipt of approval of MDRS which is pending before the BIFR. As regards Hyderabad property, the existing developer has expressed his inability to proceed in the development agreement. The Company has now floated enquiry in the market to identify some strategic investors/developers for the development of the said property. Now after a gap of a long period, the real estate market scenario is gradually moving upwards and the Company is in lookout for right opportunity to enter into the market and find a strategic investor to raise the required fund for the development of the said property.

CORPORATE GOVERNANCE

The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of laws and in particular those stipulated in the Listing Agreement with the Stock Exchange(s). A separate report on Corporate Governance stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is given under the separate head where the detailed operational performance of the Company has been comprehensively discussed, which forms part of Directors ''Report.

ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY

Good environment as well as safe & healthy working conditions are at the root of the good performance. Your Company has been in a constant quest for providing to its employees, a very congenial work environment which will in turn add to the performance of the Company. Keeping in mind, the dynamism in the environment, your Company is continuously imparting requisite training to its employees in their respective fields of work.

Health and safety of our employees is of prime concern to us. The workplace is designed to abate the hazards naturally prone to our product. No accident or any pollution problem was noticed during the year. Care is taken to ensure that all laws pertaining to environment, pollution, health and safety of employees and other relevant enactments are being scrupulously adhered to. Our commitment towards the society in terms of providing a clean and healthy environment is of utmost concern and we pledge to put in active efforts to preserve the same.

BOARD OF DIRECTORS

As per section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri Sanjay Dalmia, Chairman, Shri Anurag Dalmia, Vice Chairman and Shri Bharat B. Merchant, Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

The particulars of employees drawing remuneration of Rs. 60 lacs per annum or Rs. 5.00 lacs per month for part of the year or more pursuant to provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 are set out below:

Note :

1. Remuneration includes Salary, Allowances and Contribution to retiral benefits and monitory value of perquisites at cost of the Company.

2. He does not hold any shares of the Company by himself or their spouse and dependent children.

3. His service is of contractural nature.

DIRECTORS ''RESPONSIBILITY STATEMENT :

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i. That the preparations of the annual accounts and applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. That 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 at the end of the financial year and of the loss of the Company for the year under review.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared annual accounts on a going concern basis.

AUDITORS ''REPORT:

Emphasis of Matter:

We draw attention to the paragraph of "emphasis of matter " of the Auditors'' Report, without conside ring the same as qualification as follows :

(a) There is substantial diminution in the carrying value of certain long term investments, particularly in respect of quoted investments- the diminution being Rs. 3,45,31,403 as compared to its market value which in the opinion of the management, is temporary and no provisioning is considered necessary at this stage as the same are long term and of strategic in nature. (Refer note no.9.1)

(b) Overdue advances of Rs. 9,94,60,043 and an investment made of Rs. 2,31,20,000 in Western Express Industries Limited (WEIL), a wholly owned subsidiary company has accumulated losses far in excess of its paid up capital and reserves & surplus. As explained, the management is hopeful of recovering/realizing the same in due course of time in view of expected revival of activities/development in the said subsidiary. (Refer note no. 10.1)

AUDITORS

M/s. Lodha and Co., Chartered Accountants, statutory auditors, retire at the ensuing Annual General Meeting and have confirmed that their reappointment, if made, would be within prescribed limit under section 224(1B) of the Companies Act 1956.

COST AUDITORS

Your Directors have appointed M/s Diwanji & Co, Cost Accountants, as the Cost Auditors of the Company, in compliance with the Companies (Cost Accounting Records ) Rules 2011 and pursuant to MCA Order No.F.No.52/26/CAB-2010 dated Nov. 6, 2012 and as amendment time to time.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements enclosed with the accounts are prepared in accordance with Accounting Standard 21. In view of the general exemption granted by the Ministry of Corporate Affairs, the Report and Accounts of subsidiary companies are not required to be attached to your Companys'' Accounts. Shareholders desirous of obtaining the repor t and accounts of your Companys'' subsidiaries may obtain the same upon request. The report and accounts of the subsidiary c ompanies will be kept for inspection at your Companys'' Registered Office and those of subsidiary companies. The Golden Realty & infrastructure Limited, Golden Investment (Sikkim) Private Limited, Western Express Industries Limited, GTC INC B.V. and Raigadh Papers Limited, a subsidiary of Western Express Industries Limited are the subsidiary companies of your Company.

OTHER INFORMATION

Certificate, as required under Clause 49 of the Listing Agreement with the Stock Exchanges in India, confirming compliance by the Company with the provisions of Corporate Governance as given by the Auditors, M/s. Lodha and Co., Chartered Accountants, declaration by the CEO certifying compliance with the Code of Conduct of the Company and Certificate given by the CEO and CFO as required under the Listing Agreement are annexed herewith. Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to Foreign Exchange Earnings and Outgo, Conservation of Energy and Technology Absorption and Export Market Developments is also provided as an annexure to this report. Additional disclosures in the form of Consolidated Financial Statements and Related Party Transactions have been made by your Company in compliance with the Listing Agreement.

ACKNOWLEDGEMENTS

Your Directors express their deep gratitude and sincere appreciation for the whole-hearted assistance and co-operation extended to the Company by the Government, Bankers, Financial Institutions, Business associates, Employees and all the Shareholders of the Company who have continued to repose utmost faith in the Company. For and on behalf of the Board

Place : New Delhi Sanjay Dalmia

Dated :May 23, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Fifty-Sixth Annual Report together with the Audited Accounts for the year ended 31st March, 2012:

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Current year Ended Previous year Ended 31.03.2012 31.03.2011

Profit/(Loss) before Interest, Depreciation, Exceptional item and Tax (531.90) (1554.55)

Interest-Net 2266.45 1679.66

Depreciation 105.02 152.52

Profit/(Loss) before Taxation 2903.38 (3386.73)

Provision for Taxation 1.40 1.60

Profit/(Loss) after Taxation (2904.78) (3386.33)

Loss brought from previous year (6404.81) 3016.48

Loss carried over to Balance Sheet (9309.59) (6404.81)

PERFORMANCE OF THE COMPANY

During the year the performance of the Company is deteriorated in view of drop in the turnover compared to previous year mainly due to rapid increase of grey market and increasing in VAT ranging as high as between 20 to 40% in few state. During the year, the Company has launched aromatic new brands of cigarettes viz. Koffee and Pan Aroma. The response from the market is encouraging and your Company is hopeful of increase in the turnover. The export market performance has improved and the Company is expected to spread its wings in few more countries as well increase the number of brands which inturn would contribute to the Company's turnover for the next financial year.

DIVIDEND

Your Directors do not recommend any dividend on equity shares of the Company in view of the carried forward losses,

STATUS OF BIFRSCHEME

As per the Hon'ble Delhi High Court order the Company has filed Modified Draft Rehabilitation Scheme before the Hon'ble BIFR for extension of implementation of Scheme period which was in operation up to 31st March, 2011. Accordingly, Hon'ble BIFR has appointed Canara Bank as monitoring agency to appraise the Scheme and submit the final report to them for their consideration.

SHIFTING OF REGISTERED OFFICE

Registered Office of Your Company shifted from Tobacco House, Vile Parle (W), S.V.Road, Mumbai to At Darjipura ,PostAmliyara, Dist. Vadodara, Gujarat w.e.f. 25th 0ctber,2011 consequent to approval of Company Law Board Mumbai Bench and other requisite authority.

REAL ESTATE DEVELOPMENTS

The Company had started the Real Estate Business in the year 2007-2008, when its Hyderabad property was offered for Joint Development and the Company also entered into a Memorandum of Understanding (MOU) in the year 2009-10 with reputed developers to jointly develop its Vile Parle, Mumbai property. However, the development could not be proceeded because the parties failed to make further payment as agreed. Apart from the above, the Company's minority shareholders have filed a suit in the Hon'ble City Civil Court Mumbai challenging the MOU signed by the Company with the developers for Vile Parle property. The Hon'ble Court has granted ad- interim stay in respect of operation of the MOU.

Consequent to the above, the Company in the Modified Draft Rehabilitation Scheme (MDRS) submitted to the Hon'ble BIFR has sought to refund the advances received from the developers on the Company being able to raise the funds from a new Investors I Financials by providing the aforesaid property as security. In view of this, the Company has proposed in the Modified Draft Rehabilitation Scheme to develop the said land on its own with the support of the strategic investor who would infuse the required fund for this purpose.

Pending Central Excise and Income Tax departments litigation before the Hon'ble BIFR and Hon'ble AAIFR, it would be difficult to proceed in the real estate business of the Company. However in view of submission of MDRS before BIFR your Directors are optimistic of commencement of real estate business on receiving approval of Hon'ble BIFR.

As regards Hyderabad property, the existing developer has expressed his inability to proceed in the development agreement. The Company has now floated enquiry in the market to find out alternative investors/developer for the development of the said property.

CORPORATE GOVERNANCE

The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provision of law and in particular those stipulated in the Listing Agreement with the Stock Exchanges. A separate report of Corporate Governance stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is given under the separate head where the detailed operational performance of the Company has been comprehensively discussed, which forms part of Directors' Report.

ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY

Good environment as well as safe & healthy working conditions are at the root of the good performance. Your Company has been in a constant quest for providing to its employees, a very congenial work environment which will in turn add to the performance of the Company. Keeping in mind the dynamism in the environment, your Company is continuously imparting requisite training to its employees in their respective fields of work.

Health and safety of our employees is of prime concerns to us. The workplace is designed to abate the hazards naturally prone to our product. No accident or any pollution problem was noticed during the year. Care is taken to ensure that all laws pertaining to environment, pollution, health and safety of employees and other relevant enactments are being scrupulously adhered to. Our commitment towards the society in terms of providing a clean and healthy environment is of our utmost concern and we pledge to take active efforts to preserve the same.

BOARD OF DIRECTORS

As per section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri J.P.Khetan and Shri Vijay Kumar Bhandari Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

The particulars of employees drawing remuneration of Rs. 60 lacs per annum or Rs. 5.00 lacs per month for part of the year or more pursuant to provisions of Section 217(2A)ofthe Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended, are set out below:

Sr. Name Designation Remuneration Qualification No. (Rs.)

1 Shri J P Khetan* Managing 65,76,619 Inter Arts Director

2 Shri A K Joshi Acting- 58,06,384 B.Com,F.C.A. Managing Director

Name Experience Date of Age Last Employment (years) Joining

Shri J P Khetan 49 10.02.1975 69 Dalmia Industries Ltd, as Comm. Manager, 7 years

Shri A K Joshi 33 01.02.1993 54 Chinar Exports Ltd, Sr. Manager - Finan .& Accts, 2years

'Retired as MD on 31st July, 2011 and is on the Board as Director w.e.f.1.8.2011

DIRECTORS'RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i. That the preparations of the annual accounts and applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. That 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 at the end of the financial year and of the loss of the Company for the year under review.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared annual accounts on a going concern basis.

AUDITORS' REPORT:

With reference to the observations and qualifications made by the Auditors in the notes to the accounts as referred in the Auditors Report are self-explanatory. Directors further clarify that:

The Company has a consistent practice to account for the gratuity liability as and when the employees retire and the amount is due, and as such, no provision is considered necessary in respect of estimated liability for future payment of gratuity of Rs.4,87,29,868/-which is determined on the basis of actuarial valuation.

The Company has not made provision for the overdue Sundry Debtors and Loans & Advances aggregating to Rs 605,07,890/- since the Management has taken suitable measures to recover the same and is hopeful of its recovery in due course.

AUDITORS

M/s. Lodha and Co., Chartered Accountants, statutory auditors, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment and if made would be within prescribed limit under section 224(1B) of the Companies Act 1956.

SUBSIDIARY COMPANY&CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements enclosed with the accounts are prepared in accordance with Accounting Standard 21. In view of the general exemption granted by the Ministry of Corporate Affairs, the Report and Accounts of subsidiary companies are not required to be attached to your Company's Accounts. Shareholders desirous of obtaining the report and accounts of your Company's subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will be kept for inspection at your Company's Registered Office and those of subsidiary companies. The Golden Realty & infrastructure Limited, Golden Investment (Sikkim) Private Limited, Western Express Industries Limited, GTC INC B.V. and Raigadh Papers Limited, a subsidiary of Western Express Industries Limited are the subsidiary companies of your Company.

OTHER INFORMATION

Certificate, as required under Clause 49 of the Listing Agreement with the Stock Exchanges in India, confirming compliance by the Company with the provisions of Corporate Governance as given by the Auditors, M/s. Lodha and Co., Chartered Accountants, declaration by the CEO certifying compliance with the Code of Conduct of the Company and Certificate given by the CEO and CFO as required under the Listing Agreement are annexed herewith. Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to Foreign Exchange Earnings and Out Go, Conservation of Energy and Technology Absorption and Export Market Developments is also provided as an annexure to this report.

Additional disclosures in the form of Consolidated Financial Statements and Related Party Transactions have been made by your Company in compliance with the Listing Agreement.

ACKNOWLEDGEMENTS

Your Directors express their deep gratitude and sincere appreciation for the whole-hearted assistance and co-operation extended to the Company by the Bankers, Financial Institutions, Business associates, Employees and above all the Shareholders of the Company, who have continued to repose utmost faith in the Company.

For and on behalf of the Board

Chairman

Sanjay Dalmia

Place: Mumbai

Dated: 25th May 2012

 
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