Directors Report of GBL Industries Ltd.

Mar 31, 2017

To,

The Members

Gujarat Bitumen Limited

Ahmedabad,

The Directors have great pleasure in presenting the Annual Report on business and operation of the Company together with the Audited Accounts for the financial year ended on 31 March, 2017.

FINANCIAL RESULTS

Particulars	2016-17	2015-16
Revenue from Operations	15,533,578	52,250
Other Income	20,84,766	16,00,992
Profit before Depreciation and Taxation	1,76,18,344	16,53,242
Depreciation	50,573	7,233
Provision for Taxation : (i) Current Income Tax	5,25,000	1,75,000
(ii) Deferred Tax	—	--
Profit after Income Tax	10,76,512	4,03,549

OPERATIONS:

During the year under review, the Company’s total income was Rs.176.18/- Lac as against the previous year income of Rs.16.53/-lacs. The Company has made net profit of Rs.10.76/-Lacs as against the previous net profit of Rs. 4.03/- lacs.

SHARE CAPITAL & RESERVES Authorized & Paid up capital

The authorized and paid up equity share capital of the Company as on March 31, 2017 was Rs. 500.0 Lacs. During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

Reserves

The total Reserves position as on 31.3.2017 stood at Rs.14.84/- lacs against Rs. 4.07/- lacs in the previous year.

DIVIDEND:

Your Directors has not recommend any dividend during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption NIL

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL

Total Foreign Exchange Earned : NIL

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015, with the Stock Exchange in India is presented in a separate section forming part of the Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company''s operation in future.

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

During the year under review, there was no holding / Subsidiary Company / Joint Ventures / Associate Companies.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 ( 2 ) of Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in form MGT 9 for the Financial Year ended on 31st March, 2017 is annexed to this Report.

RELATED PARTY TRANSACTIONS:

During the year, there were no related party transaction. Therefore requisite details in form AOC - 2, is not required to be provided herewith.

CODE OF CONDUCT:

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

As required under the section 203 of the Companies Act, 2013, the Company has appointed Mr. Mayank Agarwal, Managing Director, Mr. Vinay Jain, Company Secretary were the key Managerial Personnel of the Company year ended on 31 March, 2017.

In terms of provision of Section 152 (6) of the Companies Act, 2013, at the Annual General Meeting of the Company will be held on 7 July, 2017, Mr. Parimal Suryakant Patwa (DIN : 00093852), retires by rotation and being eligible offers themselves for reappointment.

During the year under review Mr. Mayank Agarwal were appointed as Managing Director of the Company with effect from 18 March, 2017 and Mr. Vinay Jain were appointed as Company Secretary with effect from 10^th March, 2017.

Further Mr. Dhiral Dave was appointed as Additional Director of the Company with effect from 8^th May, 2017 under section 161(1) of the Companies Act, 2013. They will hold the office of Director upto the date of forthcoming Annual General Meeting and to regularized him as Independent Director of the Company.

Further Mr. Vinay Kumar Navlakha has resigned w.e.f 13^th October, 2016. Mr. Mohan Punjabi and Mr. Nirmal Kumar Ramnath has tendered the resignation from the Board of Directors of the Company w.e.f 8^th May, 2017.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under the section 149(6) of the Companies Act, 2013.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company is not paying any Remuneration to Managing Director or any of the executive directors. Thus, the requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Regulation of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 is not required to be provided. However, the Company affirm that as and when the Remuneration will be payable to any of the Director, the same would be as per Remuneration Policy.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

AUDITORS AND AUDITORS REPORT:

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that pursuant to the provisions of Sections 139 to 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the underlying rules, M/s. Loonia & Associates, Chartered Accountants, Ahmedabad [FRN.: 130883W], be reappointed as statutory auditor the Company, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting (AGM) of the Company, subject to ratification by Members every year on a remuneration (including terms of payment) to be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. M/s. Loonia & Associates,

Chartered Accountants, Ahmedabad have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in section 141 of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditor’s Report are Self-explanatory and do not call for any further comments. There is no qualification, reservation or adverse remarks made in the statutory auditors report.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2017 given by Ms. Pooja Gwalani, Practising Company Secretary is attached herewith which forms part of the Directors Report.

The comments and explanation are as under :

A. During the year under reviewed, the Company has not appointed internal auditors as per the provision of the Companies Act, 2013;

The Company is in process of appointment of internal auditor.

B. The Company has closed its register of members and given advertisement but copy of the same was not available with the Company for my verification.

Due to shifting of registered office documents have been misplaced therefore we were not able to produce the proof before secretarial auditor.

C. As per explanation given by the management of the Company, the Company had sent Annual General Meeting Notice to the Members of the Company but the Company has not served me proof for sending said Notice to Member.

Due to shifting of registered office documents have been misplaced therefore we were not able to produce the proof before secretarial auditor.

D. As per information provided by the Company that the Company published advertisement for the quarter result and/or financial result as per the Regulation 47 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but same is not available for my assessment.

Due to shifting of registered office documents have been misplaced therefore we were not able to produce the proof before secretarial auditor.

E. During the year under review the Company has not filed certain forms with Registrar of Companies.

Company has noted the observation and company will look into the matter.

RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity.

VIGIL MECHANISM /WHISTLE-BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134(3) (c) of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year and of the profits of the Company for that period.

(c) 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.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

FINANCE:

During the year, the Company had not availed any Term Loans and any other borrowings. LISTING:

The Equity shares of the Company are listed on Bombay Stock Exchange Limited (Scrip Code 539009). The Company is regular in payment of listing fees. The Company has paid the listing fees for the Financial Year 2017-18.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014 : Change in Nature of Company Business:

During the year under review the Company has changed its business activities from construction and trading of Bitumen to wholesale of textile products.

Deposit:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

Internal Financial Controls:

The Company has adequate internal financial controls to support the preparation of the financial statements.

BOARD MEETING

During the year under review, the Board of Directors duly met 6(six) times.

Details of Board Meetings for the year under review are tabulated hereunder:

Sr. No.	Date of Board Meetings	Mohan Punjabi *	Parimal Patwa	Naresh Chiplunkar	Anjali Mehra	Mayank Agarwal*	Nirmalkumar Ramnath*
1.	30/05/2016	V	V	V	V	---	V
2.	13/08/2016	V	V	V	V	---	V
3.	14/11/2016	V	V	V	V	—	V
4.	14/02/2017	V	V	V	V	---	V
5.	10/03/2017	V	V	V	V	---	V
6.	15/03/2017	V	V	V	V	---	V
7.	18/03/2017	V	--	V	--	V	V

Mr. Mohan Punjabi and Mr. Nirmal kumar Ramnath has resigned from the Board with effect from 8^th May, 2017.

DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE003Q01012. As on 31 March, 2017 total 47,00,000 equity shares of the Company have been dematerialized. Members of the Company are requested to dematerialize their shares.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose).

REGISTERED OFFICE OF THE COMPANY:

During the year under review the Company Registered office is shifted from “501, Akruti Complex, Nr. Stadium Circle, Navrangpura, Ahmedabad-38009 to “F-901, Titanium City Centre, Nr. Sachin Tower, 100 Ft Road, Satellite, Ahmedabad-380015.

CHANGE IN NAME OF THE COMPANY

Company has taken the In principle approval from BSE for name change and approval from the ROC for reservation of name from “Gujarat Bitumen Limited to “ GBL Industries Limited.”

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

APPRECIATION:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

For and on Behalf of Board of Directors of

Gujarat Bitumen Limited

Place: Ahmedabad

Date: 10.06.2017 Mayank Agarwal

Managing Director

(DIN: 07179292)

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Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the Annual Report on business and operation of the Company together with the Audited Accounts for the financial year ended on 31st March 2015.

FINANCIAL RESULTS

[Amount in Rs.]

Particulars Financial Year Financial Year 2014-15 2013-14

Profit Before Depreciation & Taxation 2,13,103 1,67,578

Depreciation 3,616 47

Profit/(Loss) before Taxation 2,09,487 1,67,531

Less: Short/Excess Provision of Income 0 0

Less: Income tax Provision 64,800 52,000

Add: Deferred Tax Assets 0 0

Less: trns. to Special Reserve 0 0

Net Profit for the year 1,44,687 1,15,531

OPERATIONS:

During the year under review, the Company's total income was Rs.15,05,098 /- as against the previous year income of Rs.11,32,546/-. The Company has made net profit of Rs.1,44,687/- as against the previous net profit of Rs.1,15,531/-

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year in order to conserve the resources of the Company.

FINANCE:

During the year, the Company had not availed any Term Loan.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year and of the profits of the Company for that period.

(c) 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.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2 ) of Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

The Equity shares of the Company are listed on Bombay Stock Exchange Limited (Scrip Code 539009). The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2015-16.

Earlier, the equity shares of the Company were listed on Ahmedabad Stock Exchange Limited. The Company had applied for listing of its equity shares on the BSE Limited under Direct Listing route, and the shares of the Company are listed on 16.03.2015

AUDITORS AND AUDITORS REPORT:

The Auditors M/s. Loonia & Associates, Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be reappointed. The Company has received a letter from a member of the Company proposing the name of M/s. Loonia & Associates, Chartered Accountants as a Statutory Auditor of the Company. In accordance with the provision of Companies Act, 2013 , M/s Loonia & Associates, Chartered Accountants (Registration No. 130883W) be and hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company at such remuneration as shall be fixed by Board of Directors of the Company in addition to the reimbursement of actual out of pocket expenses as may be incurred by them in the performance of their duties."

The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditor's Report are Self- explanatory and do not call for any further comments.

There is no qualification, reservation or adverse remarks made in the statutory auditors report

CONSERVATION OF ENERGY. TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption

NIL

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL

Total Foreign Exchange Earned : NIL

DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE003Q01012. As on 31st March, 2015 total 40,00,000 equity shares of the Company have been dematerialized. Members of the Company are requested to dematerialize their shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report.

RELATED PARTY TRANSACTIONS:

During the year, there were no transaction related party transaction. Therefore requisite details in form AOC - 2, is not required to be provided herewith.

DISCLOSURE UNDER RULE 8 (51 OF COMPANIES (ACCOUNTS) RULES, 2014 :

Change in Nature of Company Business:

The Company is engaged in the business of trading of Bitumen and construction. There is no change in nature of Company Business.

Details of Directors / Key Managerial Personnel Appointed / Resigned:

In terms of provision of Section 152 (6) of the Companies Act, 2013, at the Annual General Meeting of the Company held on 23rd August, 2014, Mr. Mohan Punjabi, retires by rotation and being eligible offers themselves for reappointment.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Naresh D Chiplunkar, were appointed at the last annual general meeting upto 19th December, 2018

During the year under the review, due to resignation of Ms. Ekta Rajpurohit, as Company Secretary, Mr Vinay Navlakha , Company Secretary has been appointed as Key Managerial Personal of the Company.

Details of Holding / Subsidary Companies / Joint Ventures / Associate Companies:

During the year under review, there was no holding / Subsidary Company / Joint Ventures / Associate Companies.

Deposit:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future.

Internal Financial Controls: .

The Company has adequate internal financial controls to support the preparation of the financial statements.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose).

RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Company's website

DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement:

(a) Shri Nirmal Kumar Ramnath Tiwari

(b) Smt. Anjali Ajay Mehra

(c) Shri Naresh Dattaram Chiplunkar

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

EXTRACT OF THE ANNUAL RETURN;

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 (1) of Companies ( Management and Administration ) Rules, 2014 the extract of the Annual Return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed to this Report.

NUMBER OF BOARD MEETINGS:

During the year, requiste Board Meeting have been called. The details of the Board Meetings are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have, the Corporate Social Responsibility.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by Mr. Punit S. Lath, Practising Company Secretary is attached herewith which forms part of the Directors Report. The observations are self- explanatory.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all - the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company is not paying any Remuneration to Managing Director or any of the executive directors. Thus, the requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement is not required to be provided. However, the Company affirm that as and when the Remuneration will be payable to any of the Director, the same would be as per Remuneration Policy.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

APPRECIATION:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

BY ORDER OF THE BOARD For, GUJARAT BITUMEN LIMITED

PLACE: AHMEDABAD

DATE: 13.08.2015

[Vinay Navlakha] Company Secretary

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Mar 31, 2014

Dear Shareholders,

The Directors have great pleasure in presenting the Annual Report on business and operation of the Company together with the Audited Accounts for the financial year ended on 31st March 2014.

FINANCIAL RESULTS [Amount in rs] Particulars Financial Year Financial Year 2013-14 2012-13

Profit Before Depreciation & Taxation 1,67,578 3,13,491

Depreciation 47 26

Profit/(Loss) before Taxation 1,67,531 3,13,465

Less: Short/Excess Provision of Income 0 03

Less: Income tax Provision 52,000 96,853

Add: Deferred Tax Assets 0 07

Less: trns. to Special Reserve 0 0

Net Profit for the year 1,15,531 2,16,602

OPERATIONS:

During the year under review, the Company''s total income was Rs. 11,32,546/- as against the previous year income of Rs. 3,47,281/-. The Company has made net profit of Rs.1,15,531/- as against the previous net profit of Rs. 2,16,602/- after providing depreciation of Rs.47/- and provision for taxation (current year) of Rs.52000/- for the financial year ended on 31st March, 2014.

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year in order to conserve the resources of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate section forming part of the Annual Report.

DIRECTORS:

Shri Mohan Laxmandas Punjabi, Managing Director of the Company who retires by rotation at the ensuing Annual General Meeting, being eligible and offers him-self for re-appointment.

Pursuant to the provisions of the Section 161(1) of the Companies Act 2013 and the Articles of Association of the Company, Shri Nirmal Kumar Ramnath Tiwari and Shri Naresh Dattaram Chiplunkar was appointed as an Additional director designated as an Independent Director with effect from October, 2013 and December, 2013 and they shall hold office upto the date of ensuring Annual General meeting. The Company has received requisite notice in writing from a member proposing Shri Nirmal Kumar Ramnath Tiwari and Shri Naresh Dattaram Chiplunkar as an Independent Director.

Shri Jayendra K. Doshi and Smt. Jyoti D. Shah has resigned from the Company as a Director w.e.f December, 2013 and September, 2013.

The Company has received declaration from all the independent director of the Company confirming that they meet with the criteria of independence as prescribed both under sub section 6 of the Section 149 of the Companies Act 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS AND AUDITORS REPORT:

M/s Ashwin H. Shah & Co, Chartered Accountants, Ahmedabad has shown their un-willingness to continue as an Auditor of the Company for the FY 2014-15 and has resign as a Statutory Auditor of the Company w.e.f 21.05.2014. Due to casual vacancy, the Board had appointed M/s Loonia & Associates, Chartered Accountants, Ahmedabad ( Firm Reg No. 130883W) in their Board Meeting held on 23.05.2014.

As per section 139(8) of the Companies Act 2013, any casual vacancy in the office of an auditor on result of resignation, shall be approved by the Company in its general meeting within three months of the recommendation of the Board.

M/s Loonia & Associates, Chartered Accountants, Ahmedabad statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Loonia & Associates, Chartered Accountant to the effect that there re-appointment, if made, would be within the prescribed limits under section 141 (3) (g) of the Companies Act 2013 and that they are not disqualified for re-appointment.

The notes on financial statements referred to in the auditors report are self explanatory and do not call for any further comments.

COMPANY SECRETARY

As per listing agreement, every listed Company should have one whole time company secretary. The Company has appointed Ms. Ekta Rajpurohit as whole time Company Secretary of our Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act 1956 have been followed and there are no material departures from the same ;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company as at 31st March, 2014;

iii) 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) The Dnectors have prepared the accounts on a "going concern basis".

PUBLIC DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

Information as per Section 217 (1) (e) read with the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended on 31st March 2014.

A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption

NIL

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL

Total Foreign Exchange Earned : NIL

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mukesh H. Shah & Co., Practicing Company Secretary to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014, is as provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act 1956, the 98 sections of the Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No S.O 2754(E) dated September 12,2013 , the Securities Contracts (Regulation) Act 1956, Depositories Act 1996, all the regulations and guidelines of SEBI as applicable to the Company, including the SEBI (SAST) Regulations, 2011, Listing Agreements with the Stock Exchange and the Memorandum and Articles of Association of the Company.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

ACKNOWLEDGEMENT:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

BY ORDER OF THE BOARD For, GUJARAT BITUMEN LIMITED

PLACE: AHMEDABAD DATE: 24.05.2014 [MOHAN L. PUNJABI] CHAIRMAN

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Mar 31, 2013

Dear Shareholders,

The Directors have great pleasure in presenting the Annual Report on business and operation of the Company together with the Audited Accounts for the financial year ended on 31st March 2013.

FINANCIAL RESULTS: [Amount in Rupees]

Particulars Financial Year Financial Year 2012-13 2011-12

Profit Before Depreciation & Taxation 313491 155539

Depreciation 26 31

Profit/(Loss) before Taxation 313465 155508

Less: Short/Excess Provision of Income 03 18004

Less: Income tax Provision 96853 29632

Less: FBT Provision 0 0

Add: Deferred Tax Assets 07 7

Less: transfer to Special Reserve 0 0

Net Profit for the year 216602 107865

OPERATIONS:

During the year under review, the Company''s total income was Rs.347281/- as against the previous year income of Rs. 313354/-. The Company has made net profit of Rs.216602/- as against the previous net profit of Rs. 107865/- after providing depreciation of Rs.26/- and provision for taxation (current year) of Rs.96853/- for the financial year ended on 31st March, 2013.

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year in order to conserve the resources of the Company.

PUBLIC DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Parimal S. Patwa, Director of the Company who retires by rotation at the ensuing Annual General Meeting, being eligible and offers him-self for re-appointment.

AUDITORS:

Auditors of the Company, M/S. Ashwin H. Shah & Co., Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Shareholders are requested to appoint the auditors and fix their remuneration.

AUDITORS'' REPORT:

The observations made by the Auditors'' in then Auditors'' report and the notes appearing in the accounts with regard to it are self-explanatory and does not warrant any comment.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from Mukesh H. Shah & Co, Company secretaries in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has not carried out any manufacturing actives hence information in respect of conversion of energy, technology absorption pursuant to provision of Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required to be given. The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed subject to note no. 7IX-2 of Significant Accounting Policies;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company as at 31st March, 2013;

iii) 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) The Directors have prepared the accounts on a "going concern basis".

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

ACKNOWLEDGEMENT:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

ON BEHALF OF THE BOARD For, GUJARAT BITUMEN LIMITED

PLACE: AHMEDABAD DATE: 24.06.2013 [JAYENDRA K. DOSHI] CHAIRMAN

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Mar 31, 2012

Dear Shareholders,

The Directors have great pleasure in presenting the Annual Report on business and operation of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2012.

FINANCIAL RESULTS: [Amount in Rupees]

Particulars Financial Year Financial Year 2011-12 2010-11

Profit Before Depreciation & Taxation 155539 1101823

Depreciation 31 39

Profit/(Loss) before Taxation 155508 1101784

Less: Short/Excess Provision of Income 18004 2

Less: Income tax Provision 29632 206000

Less: FBT Provision 0 0

Add: Deferred Tax Assets 7 7

Less: trf. to Special Reserve 0 0

Net Profit 107865 895775



OPERATIONS:

During the year under review, the Company''s total income was Rs.313354/- as against the previous year income of Rs.3182847/-. The Company has earned net profit of Rs. 107865/- as against the previous net profit of Rs. 895775/- after providing depreciation of Rs.31/- and provision for taxation (current year) of Rs.29632/- for the financial year ended on 31st March, 2012.

DIVIDEND:

In order to fund the current projects in their development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Directors have not recommended any dividend for the financial period 2011-12.

PUBLIC DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Ms. Jyoti D. Shah, Director of the Company who retires by rotation at the ensuing Annual General Meeting, being eligible and offers him-self for re-appointment.

AUDITORS:

Auditors of the Company, M/S. Ashwin H. Shah & Co., Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Shareholders are requested to appoint the auditors and fix their remuneration.

AUDITORS''REPORT:

The observations made by the Auditors'' in their Auditors'' report and the notes appearing in the accounts with regard to it are self-explanatory and does not warrant any comment.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from Mukesh H. Shah & Co, Company secretaries in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has not carried out any manufacturing actives hence information in respect of conversion of energy, technology absorption pursuant to provision of Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required to be given. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed subject to note no. 7IX-2 of Significant Accounting Policies;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company as at 31st March, 2010;

iii) 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) The Directors have prepared the accounts on a "going concern basis".

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

ACKNOWLEDGEMENT:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

ON BEHALF OF THE BOARD For, GUJARAT BITUMEN LIMITED

PLACE: AHMEDABAD DATE: 16.08.2012 [JAYENDRA K. DOSHI] CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2011

Dear Shareholders,

The Directors have great pleasure in presenting the 25th Annual Report on business and operation of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2011.

FINANCIAL RESULTS: [Amount in Rupees]

Particulars Financial Year Financial Year 2010-11 2009-10

Profit Before Depreciation & Taxation 1101823 160559

Depreciation 39 47 Profit/(Loss) before Taxation 1101784 160512

Less: Short/Excess Provision of Income 2 46110

Less: Income tax Provision 206000 49591

Less: FBT Provision 0 0

Add: Deferred Tax Assets 7 6

Less: trf. to Special Reserve 0 12961

Net Profit 895775 51844



OPERATIONS:

During the year under review, the Company''s total income was Rs.3182847/- as against the previous year income of Rs.235817/-. The Company has earned net profit of Rs.895775/- as against the previous net profit of Rs.38, 314/- after providing depreciation of Rs.39/- and provision for taxation (current year) of Rs.206000/- for the financial year ended on 31st March 2011.

DIVIDEND:

In order to fund the current projects in their development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Directors have not recommended any dividend for the financial period 2010-11.

PUBLIC DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Jayendra K. Doshi, Director of the Company who retires by rotation at the ensuing Annual General Meeting, being eligible and offers him-self for re-appointment.

AUDITORS:

Auditors of the Company, M/S. Ashwin H. Shah & Co., Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Shareholders are requested to appoint the auditors and fix their remuneration.

AUDITORS''REPORT:

The observations made by the Auditors'' in their Auditors'' report and the notes appearing in the accounts with regard to it are self-explanatory and does not warrant any comment.

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from Mukesh H. Shah & Co, Company secretaries in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has not carried out any manufacturing actives hence information in respect of conversion of energy, technology absorption pursuant to provision of Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required to be given. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed subject to note no. 7IX-2 of Significant Accounting Policies;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company as at 31st March, 2010;

iii) 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) the Directors have prepared the accounts on a "going concern basis".

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

ACKNOWLEDGEMENT:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

ON BEHALF OF THE BOARD For, GUJARAT BITUMEN LIMITED

PLACE: AHMEDABAD DATE: MAY 16, 2011 [JAYENDRA K. DOSHI] CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

Dear Members,

The Directors have pleasure in presenting the 24th ANNUAL REPORT and the audited accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULT :

Particulars 2009-10 2008-09

Profit before depreciation & taxation 160559 372235

Less : Depreciation 47 58

Profit before tax 160512 372177

Less : Short / Excess provision of income tax 46110 39815

Less : Income Tax Provision 49591 114997

Less : FBT Provision 0 275

Add : Deferred Tax Assets 6 6

Less: trf. to Special reserves 12961 59343

Net Profit 51844 237371

OPERATION :

During the year under review, the Company''s total income was Rs. 2, 35,817 as against the previous year income of Rs. 5, 53,483. The Company has earned net profit of Rs. 51,844 as against the precious net profit of Rs. 2,37,371 after providing depreciation of Rs.47 and provision for taxation ( current year) of Rs. 49,591 for the financial year ended on 31st March,2010.

DIVIDEND :

Your Directors regret their inability to recommend any dividend for the year in order to adjust previous year losses.

PUBLIC DEPOSIT :

The company has not accepted any deposit from the public pursuant to the provisions of section 58A of the Companies Act, 1956.

AUDITORS REPORT :

The observation made by the Auditors in their Auditors report and the notes appearing in the accounts with regard to it are self explanatory and does not warrant any comment.

SECRETARIAL COMPLIANCE CERTIFICATE :

In accordance with the Section 383A of the Companies Act, 1956 and the Companies (Compliance Certificate) Rules, 2001 the Company has obtained a certificate from a secretary in whole time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this Report.

DIRECTORS :

Ms. Jyoti D. Shah, Director of the Company who retires by rotation at the ensuing Annual General Meeting, being eligible and offers her-self for re-appointment.

Mr. Parimal S. Patwa was appointed as Additional Director of the Company with effect from 10.09.2009 is eligible for re-appointment as director of the Company at the forthcoming Annual General Meeting.

Mr. Harish S. Shah has resigned from the Board w.e.f. 10.09.2009. The Board take on record the valuable contribution made by him.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO.

The company has not carried out any manufacturing activity hence information in respect of conservation of energy, technology absorption pursuant to provision of section 217 ( 1 ) ( e ) of Companies Act, 1956 read with the Companies ( Disclosure of particulars in the report of Board of Directors ) Rule, 1988 is not required to be given. The foreign exchange earnings on account of the operation of the Company during the years was Rs. NIL

AUDITORS :

Auditors of the Company M/s. Ashwin H. Shah & Co., Chartered Accountants, Ahmedabad retires at the ensuring Annual General Meeting of the Company and are eligible for re-appointment. The Shareholders are requested to appoint the auditors and fix their remuneration.

PARTICULARS OF EMPLOYEE

The statement showing particulars of employees under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming with the purview of this Section.

DIRECTORS'' RESPONSIBILITY :

Pursuant to the provision of section 217(2AA) of the Companies Act,1956, the Directors of your Company confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed, subject to note no. 7 IX - 2 of significant Accounting Policies.

The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company as at 31st March,2010;

Proper and sufficient care has been taken 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.

The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT :

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the company.

Your Directors also express their appreciation to all the employees of the Company for their continued assistant and support extended to the Company.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in Management.

BY ORDER OF THE BOARD OF DIRECTORS

Place : Ahmedabad [JAYENDRA K. DOSHI] Date: 15.05.2010 CHAIRMAN