Directors Report of Gujchem Distillers India Ltd.

Mar 31, 2014

Dear Members,

The Directors present the Annual Report together with the audited statement of accounts for the year ended 31st March, 2014 which they trust will meet your approval.

FINANCIAL RESULTS:

The working results of the Company for the year ended 31st March, 2014 are briefly indicated below:

(Rs. in Lacs)

2013-2014 2012-2013

Rs. Rs.

Profit (Loss) before depreciation and others: -16.60 3.11

Less: Depreciation 6.05 6.09

- 22.65 -2.98

Less : Provision for Income Tax -0.64 -21.36

Profit for the year -22.01 18.38

Surplus in the statement of Profit & Loss Account brought forward 209.43 191.05

Balance of surplus carried forward 187.42 209.43

OPERATIONS AND FUTURE PROSPECTS

The Company has been able to generate revenue by undertaking commission based operations during the year under review. The management is exploring various alternatives for the manufacture of the products for which Company has technical knowhow.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956.

DIRECTORS

Smt. Devika Navnitlal retires by rotation at the ensuing Annual General Meeting and she being eligible offers herself for re-appointment. Your Directors recommended her re-appointment.

Pursuant to the provisions of the Companies Act 2013, Shri Jagat D. Shah whose period of office is liable to determination by retirement by rotation under the applicable provisions of the Companies act, 1956 is being appointed as an Independent Director at this meeting for the term of Three Consecutive years.

Shri Shashikant D. Pandya and Shri Ashwini R. Devpura, Directors of the Company, who retires by rotation at the ensuing Annual General Meeting under the applicable provisions of the Companies Act, 1956 are being appointed as Independent Directors at this meeting for the term of Three Consecutive years.

EMPLOYEES

There are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director''s responsibility statement, it is hereby confirmed:

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the company for the year ended under review;

3. 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 for the year ended under review;

4. That the Directors have prepared the accounts for the financial year 31st March 2014 on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

STATUTORY AUDITORS:

The Company''s Auditors M/s. Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint M/s. Sharp & Tannan as Statutory Auditors till the conclusion of next Annual General Meeting and fix their remuneration.

AUDITORS OBSERVATIONS

The observations of the Auditors in their report are explained in the notes to the accounts which are self- explanatory.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s. Umesh Parikh & Associates, Practicing Company Secretary is attached herewith.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANG EARNINGS AND OUTGO

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

There is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the overall support extended by shareholders, employees, suppliers and customers.

FOR AND ON BEHALF OF THE BOARD

Place :Ahmedabad DEVIKA NAVNITLAL Date :9th May, 2014 CHAIRPERSON

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Mar 31, 2013

To, The Members of GUJCHEM DISTILLERS INDIA LIMITED

The Directors present the Annual Report together with the audited statement of accounts for the year ended 31st March 2013 which they trust will meet your approval.

FINANCIAL RESULTS:

The working results of the Company for the year ended 31st March 2013 are briefly indicated below:

(Rs. in Lacs)

2012-2013 2011-2012 Rs. Rs.

Profit (Loss) before depreciation and others: 24.47 34.14

Less: Depreciation 6.09 1.13

18.38 33.01

Less : Provision for Income Tax - 6.40

18.38 26.61

Surplus in the statement of Profit & Loss Account brought forward 191.05 164.45

Balance of surplus carried forward 209.43 191.06

OPERATIONS AND FUTURE PROSPECTS

The Company has been able to generate revenue by undertaking commission based operations during the year under review. The management is exploring various alternatives for the manufacture of the products for which Company has technical knowhow.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956.

AUDITORS OBSERVATIONS

The observations of the auditors in their report are explained in the notes to the accounts which are self- explanatory.

DIRECTORS:

Smt. Devika Navnitlal and Shri Jagat D. Shah retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommended their re-appointment.

EMPLOYEES

There are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director''s responsibility statement, it is hereby confirmed:

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the company for the year ended under review;

3. 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 for the year ended under review;

4. That the Directors have prepared the accounts for the financial year 31st March 2013 on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

AUDITORS:

The Company''s Auditors M/s. Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint M/s. Sharp & Tannan as Auditors for the current year and fix their remuneration.

The specific notes contained part of accounts referred in Auditor''s Report are self-explanatory and give complete information.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s. Umesh Parikh & Associates, Practicing Company Secretary is attached herewith.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANG EARNINGS AND OUTGO:

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

There is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the overall support extended by shareholders, employees, suppliers and customers.

FOR AND ON BEHALF OF THE BOARD

Place : Ahmedabad Manish Navnitlal Shashikant D. Pandya

Date :9th May, 2013 Managing Director Director

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Mar 31, 2012

To, The Members of GUJCHEM DISTILLERS INDIA LIMITED

The Directors present the Annual Report together with the audited statement of accounts for the year ended 31st March 2012 which they trust will meet your approval.

FINANCIAL RESULTS:

The working results of the Company for the year ended 31st March 2012 are briefly indicated below :

(Rs. in Lacs)

2011-2012 2010-2011 Rs. Rs.

Profit (Loss) before depreciation and others: 34.14 312.28

Less: Depreciation 1.13 1.05

33.01 311.23

Less : Provision for Income Tax 6.40 1.00

26.61 310.23

Surplus in the statement of Profit & Loss Account brought forward 164.45 (145.78)

Balance of surplus carried forward 191.06 164.45

OPERATIONS AND FUTURE PROSPECTS

The Company has been able to generate revenue by undertaking commission based related operations during the year under review. The management is exploring various alternatives for the manufacture of the products for which Company has technical knowhow.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956.

AUDITORS OBSERVATIONS

The observations of the auditors in their report are explained in the notes to the accounts which are self- explanatory.

DIRECTORS:

Shri Shashikantbhai D. Pandya and Shri Ashwini R. Devpura retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommended their re-appointment.

The terms of appointment of Shri Manish Navnitlal, Managing Director of the Company expires on 04-10- 2012. Your Directors recommended his re-appointment. Necessary Resolution has been proposed for the approval of members.

EMPLOYEES

There are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director's responsibility statement, it is hereby confirmed:

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the company for the year ended under review;

3. 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 for the year ended under review;

4. That the Directors have prepared the accounts for the financial year 31st March 2012 on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

AUDITORS:

The Company's Auditors M/s. Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint M/s. Sharp & Tannan as Auditors for the current year and fix their remuneration.

The Specific notes contained part of accounts referred in Auditors' Report are self-explanatory and give complete information.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s. Umesh Parikh & Associates, Practicing Company Secretary is attached herewith.

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

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

There is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the overall support extended by shareholders, employees, suppliers and customers.

FOR AND ON BEHALF OF THE BOARD

DEVIKA NAVNITLAL Chairperson

Place : Ahmedabad Date : 24th July, 2012

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Mar 31, 2011

The Members,

GUJCHEM DIstILLERS INDIA LIMITED

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the year ended 31st March 2011 which they trust will meet your approval.

FINANCIAL RESULTS:

the working results of the Company for the year ended 31st March 2011 are briefly indicated below:

(Rs. in Lacs)

2010-2011 2009-2010 Rs. Rs.

Profit (Loss) before depreciation and others: 312.28 (6.16)

Less: Depreciation 1.05 1.22

311.23 (7.38)

Less: Income Tax of earlier year - (3.26)

Less: Provision for Income Tax 1.00 -

310.23 (4.12)

Profit (Loss) brought forward (411.95) (407.83)

Balance of Loss carried forward 101.72 411.95

OPERATIONS AND FUTURE PROSPECTS

the Company was declared as a sick Company under the provisions of SICA, 1985 by the Board of Industrial and Financial Reconstruction (BIFR). During the year under review as the net worth of the Company became positive, BIFR vide its order dated 1-12-2010 discharged the Company from the purview of SICA/BIFR.

the Company has been able to generate some revenue by undertaking trading related operations during the year under review. the management is exploring various alternatives to restart the manufacturing operations of the products for which the company has technical and marketing expertise.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, Company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956. there were unclaimed deposit of Rs. 6,34,424/- as on 1-4-2010. During the year under review Rs. 4,11,324/- have been claimed by the depositors and balance amount of unclaimed deposits of Rs. 2,23,100/- have been transferred / deposited with Investor Education and Protection Fund.

AUDITORS OBSERVATIONS

the observations of the auditors in their report are explained in the Specific notes contained in Annexure 'L'forming part of accounts which are self-explanatory and give complete information.

DIRECTORS:

Smt. Devika Navnitlal and Shri Jagatbhai D. Shah retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re-appointment.

EMPLOYEES

there are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY stATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director's responsibility statement, it is hereby confirmed:

1. that the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgment 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 the profit of the Company for the year ended under review; -

3. 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 for the year ended under review;

4. that the Directors have prepared the annual accounts on a going concern basis;

CORPORATE GOVERNANCE

Your Company has started compiling the various clauses of the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. ,

AUDITORS:

the Companies Auditors M/s Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. the members are requested to appoint M/s Sharp & Tannan as Auditors for the current year and fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s Umesh Parikh & Associates, Practicing Company Secretary is attached herewith.

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

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

there is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the overall support extended by shareholders, fixed deposit holders, employees, suppliers and customeRs.

FOR AND ON BEHALF OF THE BOARD

DEVIKA NAVNITLAL Chairperson

Place : Ahmedabad Date : 16th August, 2011

---

Mar 31, 2010

The Directors present the Annual Report together with the audited statement of accounts for the year ended 31st March 2010 which they trust will meet your approval.

FINANCIAL RESULTS:

The working results of the Company for the year ended 31st March 2010 are briefly indicated below:

(Rs. in Lacs)

2009-2010 2008-2009

Rs. Rs.

Profit (Loss) before depreciation and others: (6.16) 58.06

Less: Depreciation 1.22 1.65

(7.38) 56.41

Less : Income Tax of earlier year (3.26) -

Less : Provision for Income Tax - 0.40

Less : Provision for Fringe Benefit Tax - 0.11

(4.12) 55.90

Profit (Loss) brought forward (407.83) (463.73)

Balance of Loss carried forward 411.95 407.83

OPERATIONS AND FUTURE PROSPECTS

The Company is in process of implementing the Rehabilitation Scheme approved by BIFR.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956. There were unclaimed deposit of Rs. 6,34,724/- as on 31.03.2010.

AUDITORS OBSERVATIONS

The observations of the auditors in their report are explained in the notes to the accounts which are self- explanatory.

DIRECTORS:

Shri Shashikantbhai D. Pandya retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommended his re-appointment.

Shri Ashwini Ramnivas Devpura was appointed as Additional Director of the Company and as such he holds office up to the ensuing Annual General Meeting and eligible for re-appointment. Under section 257 of the Companies Act, 1956 the Company has received notice from member proposing Shri Ashwini Ramnivas Devpura as candidate for the office of Director. Your Directors recommend his appointment.

EMPLOYEES

There are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the company for the year ended under review;

3. 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 for the year ended under review;

4. That the Directors have prepared the accounts for the financial year 31st March 2010 on a going concern basis.

CORPORATE GOVERNANCE

As per the rehabilitation scheme sanctioned by Honble BIFR, Company would be restructuring its operations and in view of that Company would implement corporate Governance thereafter.

AUDITORS:

The Companys auditors M/s. Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint M/s. Sharp & Tannan as Auditors for the current year and fix their remuneration.

The Specific notes contained in Annexure M forming part of accounts referred in Auditors Report are self- explanatory and give complete information.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s. Umesh Parikh & Associates, Practicing Company Secretary is attached herewith. CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANG EARNINGS AND OUTGO:

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

There is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

We are thankful to Honble BIFR, Financial Institutions, Banks and Government Agencies for their continued support to the Company.

Your Directors acknowledge with thanks the overall support extended by shareholders, fixed deposit holders, employees, suppliers and customers.

FOR AND ON BEHALF OF THE BOARD

Place : Ahmedabad DEVIKA NAVNITLAL

Date :2 3rd August, 2010 Chairperson