Directors Report of G G Dandekar Properties Ltd.

Mar 31, 2025

Your Directors have the pleasure of presenting the 86th Annual Report with the Audited Statement of Accounts of the
Company for the financial year ending 31st March 2025.

FINANCIAL PERFORMANCE

(Amt. in Rs. Lakhs)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Total Income	421.74	398.92	414.08	369.08
Profit/(Loss) before exceptional items and tax	(146.24)	(85.72)	(153.90)	(115.56)
Exceptional Items	-	-	-	-
Profit before tax from Continuing Operations	(146.24)	(85.72)	(153.90)	(115.56)
Tax Expense (Current and Deferred Tax)	(125.04)	336.75	(125.04)	336.75
Net Profit/(Loss) after Tax from Continuing Operations	(21.20)	(422.47)	(28.87)	(452.32)
Profit/ (Loss) before Tax From Discontinued Operations	-	(27.25)	-	(27.25)
Tax Expense of Discontinued Operations	-	(10.26)	-	(10.26)
Share of Profit of Associate Company	-	-	34.98	28.08
Net Profit / (Loss) for the year from discontinued & Continuing operations	(21.20)	(439.46)	6.11	(441.23)
Other Comprehensive Income	(0.28)	5.73	14.17	5.73
Total Comprehensive Income for the year, net of tax	(21.48)	(433.73)	20.30	(435.50)

Note:

Consolidated results show the company''s sharein the net profit of the associate company,viz. Navasasyam Dandekar
Private Limited.

DIVIDEND

Considering the Company''s financial performance, growth plans and related funding requirements, your Directors do not

2024-2025.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered in Notes to the financial statements of the
company.

CAPITAL STRUCTURE:

During the year under review, the Company''s authorized share capital stood at Rs. 20,000,000 divided into 20,000,000
equity shares of Rs. 1/- each. The issued, subscribed, and paid-up share capital as of March 31,2025, stood at Rs.
4,761,387/- divided into 4,761,387 equity shares of Rs. 1/- each.

There was no change in share capital during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

1. This section includes discussion on the following matters within the limits set by the Company''s Competitive
position:

(A) OVERVIEW

G. G. Dandekar Properties Limited [Formerly known as G. G. Dandekar Machine Works Limited] (The Company) is
engaged in real estate -leasing of property business.

The Company during the year under review continued to have the same number of properties owned by it. The commercial
property in Pune is generating steady lease rental income in form of license fees for the company.

During the year under review, the property of the Company, factory shed and a part of office building situated at Butibori
MIDC area, Taluka Hingna, District Nagpur has started generating income in form of the license fees with effect from August

2024.

Considering the developments in the economic and commercial environment, the Company has diversified into real estate
and leasing of property business by making modification in the object clause of Memorandum of the Company. The change
in the object clause in the financial year 2021-22 and the change in name of the Company in the financial year 2023-24
helped the company in securing moderate to lucrative business opportunities. The change will help in generating steady
returns over the long term, which shall ensure consistent value creation for the members of the company. The Company
foresees appreciation in the value of land and real estate based on the rise in demand for real estate spaces, which may
positively impact the financial performance of the Company.

Associate Company:

The company has an associate company which was formed as joint venture company with subject experts who brought in
with them rich industry experience in non-rice segment.

With an initial investment of Rs. 0.49 lakhs and a follow investment of Rs. 380.01 lakhs, NDPL for the year gone by has
clocked Rs. 3,217.73 lakhs in turnover and Rs. 71.39 lakhs in profits. The investment has been a fruitful one by most
objective measures.

The lock-in period of 5 years applicable to equity shares in the share capital of the associate company has been completed
as the Shareholders Agreement.

The Company during the year under review, continues to operate in only one vertical commercial real estate - leasing of
property

(B) GLOBAL ECONOMY

Global growth is projected at 3.3 percent both in 2025 and 2026, below the historical (2000-19) average of 3.7 percent.

The global economy is holding steady, although the degree of grip varies widely across countries.

Global economy remains remarkably resilient, with growth holding steady as inflation returns to target," the IMF said while
predicting the global real GDP growth at 3.2% for 2024 and 2025, the same rate as in 2023. Global real gross domestic
product (GDP) growth is estimated at 3.2% in CY 2023, and projected to grow at the same rate in CY 2024 and CY 2025.

The IMF report attributed the slow pace of growth to several factors such as high borrowing costs, withdrawal of fiscal
support, long-term effects of the COVID-19 pandemic, Russia''s invasion of Ukraine, weak growth in productivity and
increasing geoeconomic fragmentation. Global inflation moderated from its peak in the middle of CY 2022 while economic
activity continued to grow, thus averting a possible global recession.

IMF expects global headline inflation to fall further from the annual average of 6.8% in 2023 to 5.9% in 2024 and to 4.5% in

2025, with advanced economies returning to their inflation targets sooner than emerging markets and developing
economies. Risks to the global outlook for 2024 seem broadly balanced. These risks arise from price spikes stemming from
geopolitical tensions and regional conflicts such as those in Gaza, attacks in the Red Sea, and continued war in Ukraine, a
slowerthan expected decline in core inflation and interest rates remaining higherthan expected.

On the upside are factors such as a short-term fiscal boost as many countries go to elections in 2024, faster monetary policy
easing, and increase in productivity from technologies such as artificial intelligence.

Growth in India also slowed more than expected, led by a sharper-than-expected deceleration in industrial activity.

Global headline inflation is expected to decline to 4.2 percent in 2025 and to 3.5 percent in 2026, converging back to target
earlier in advanced economies than in emerging market and developing economies.

Global disinflation continues, but there are signs that progress is stalling in some countries and that elevated inflation is
persistent in a few cases. The global median of sequential core inflation has been just slightly above 2 percent for the past
few months.

Where inflation is proving more sticky, central banks are moving more cautiously in the easing cycle while keeping a close
eye on activity and labor market indicators as well as exchange rate movements. A few central banks are raising rates,
marking a point of divergence in monetary policy.

(Source: IMF World Outlook).

(C) INDIAN ECONOMY

India''s GDP growth for FY2024-25 is expected to be between 6.5-7.0%, despite a slower-than-expected Q2 growth of
5.4%. The economy is projected to recover quickly, supported by anticipated interest rate cuts and lower inflation. Inflation
is expected to moderate with the CPI forecasted to be 4.8% by March 2025.

The International Monetary Fund (IMF) has raised India''s growth forecast for 2024-25 to 6.8% from 6.5% on the back of
strong domestic demand and a rising working-age population.

The Reserve Bank of India, the country''s central bank, estimates the economy to grow at 7% in the current financial year
that started on April 1.

The IMF estimates Asia''s third largest economy''s gross domestic product to grow at 6.5% in the next financial year, it said in
the World Economic Outlook released on 16 April 2024.

The agency also revised upwards the growth figure for 2023-24 to 7.8% from 6.7% it had forecast in January. India''s own
official estimates had pegged growth at 7.6%.

Growth surprised on the upside in the second half of 2023 as robust domestic demand fueled activity, especially in
emerging Asian economies. Malaysia, the Philippines, Vietnam, and most notably India, recorded sizable positive growth
surprises. Growth for the region reached 5 percent in 2023, much stronger than a growth of 3.9 percent in 2022, and this
represents a 0.4 percentage points higher than what we had projected in the October 2023 Regional Economic Outlook,
and the momentum carries over into 2024. We now project the region to grow by 4.5 percent in 2024 and upward revision of

0.3 percentage points relative to October. With this, Asia would contribute about 60 percent of global growth. The region is
projected to grow by 4.3 percent in 2025.

The driver of growth- for India, we expect investment to contribute disproportionately to growth, much of it public, especially
in India. In emerging Asia, outside China and India, robust private consumption will remain the main growth engine,
(source: IMF website)

Prudent macroeconomic policies have supported India''s economic resilience, with growth expected to recover from a
recent softening and inflation expected to converge to target. Risks to the outlook include deepening geoeconomic
fragmentation and a slower pace of domestic demand recovery.

(D) INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian commercial real estate sector continued its robust recovery in FY 2024-25, driven by strong demand for quality
office and retail spaces across major metropolitan cities. According to industry reports, the top seven cities—Mumbai, Delhi
NCR, Bengaluru, Kolkata, Chennai, Pune, and Hyderabad—witnessed significant new supply and leasing activity, with
retail space leasing volumes surpassing previous years'' levels. Domestic retailers dominated leasing, underscoring the
sector''s resilience and growth potential.

The Indian real estate market is growing at a rapid pace. It is expected to increase to US$ 1 trillion in 2030 from US$ 200
million in 2021, making it the third largest globally. The real estate sector contributed around 7% to India''s GDP in FY2018-
19, and its share is expected to advance to about 13% in 2025. The sector has robust forward and backward linkages with
core sectors of the economy, namely, steel, cement, and other building materials, which directly/indirectly impacts 270
industries.

The commercial real estate market in India is well organized and highly competitive. Rising economy, digitalization, growth
in the IT/ ITeS sector and varied government reforms (industrial corridors, FDI policy, RERA, REITs) have resulted in higher
demand for the commercial real estate space. Global investment poured in as the government relaxed FDI norms,
promoting the development of malls and other organized retail spaces. At the same time, the digital economy and e-
commerce attributed to a demand for coworking office spaces, smart warehousing, and logistics hubs.

(E) OPPORTUNITIES AND THREATS

The demand for commercial real estate has increased as a result of the booming economy and the returning workers to
offices, as was previously said however with another issue that is becoming more significant is the rise of flexible leasing
models like co-working spaces / managed offices.

Innovative office space ideas, business-friendly efforts and top-notch amenities for tenants are further factors driving the
increase in demand.

Due to the removal of limits connected to the pandemic, vacancies in Grade A offices are now returned to being stable
compared to the previous two years. JLL predicts that due to rising demand, the Grade A office market would reach 1.2
billion square feet by 2030.

Commercial real estate leases are typically long-term, and every three years, the rental rate increases by 15%, making it
profitable for developers. This has fueled the creation of a number of new office space projects that are currently under
construction and will be open soon.

Threat related real estate industry include following amongst others:

Threat related real estate industry include following amongst others:

1. Political uncertainty - the change in leadership affects heavily the taxation system which has link to the real estate
sector. When the political scenario changes leadership economic environment gets influenced. A war between the
countries may affect the real estate industry.

2. Interest rates- when interest rates rise, it has firm impact on real estate markets. This rise will reduce the demand
amongst the customers.

3. Economy and affordability - when the economy goes down, the affordability of the potential customer also goes down
which in turn affects the growth of real estate industry

4. Regulatory changes and compliance requirements.

4.5. Natural disaster-When natural disaster occurs; it affects the real estate industry adversely

(F) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

During the year under review, your company continues to operate in 1 segment only which is real estate leasing of property.

In the year 2022-23, the Company has purchased pre-leased commercial property in Pune which is a rapidly developing
city and counted among the best urban infrastructure in India. It is ranked second in the Ease of Living Index 2020 by the
Ministry of Housing and Urban Affairs in India. It was ranked highest among all Indian cities by Mercer''s 21 st Annual Quality
of Living Rankings in 2019 and ranked seventh in terms of per capita income. The city''s real estate sector growth is driven
by IT, education, automobile, and manufacturing sectors. India''s Smart Cities Mission has driven the growth of Pune''s
urban infrastructure. Investments valued at more than Rs. 650 Bn are expected to be infused over eight years for
establishing metro rail links, a new airport terminal, and a ring road.

During the year under review, the property of the Company, factory shed and a part of office building situated at Butibori
Ml DC area, Taluka Hingna, District Nagpur has started generating income in form of the license fees with effect from August
2024.

(G) OUTLOOK

The outlook for the commercial real estate sector remains positive, with sustained demand for quality office and retail
spaces. The company is well-positioned to capitalize on emerging opportunities, supported by its strong brand, diversified
portfolio, and focus on innovation and sustainability. Expansion plans are on track, and the company remains committed to
delivering value to all stakeholders.

Commercial Real Estate in India:

India''s commercial real estate market has been steadily growing, and the rise of small and medium real estate land
developers and a segment of institutional capital has acted as a catalyst for the sector. Additionally, the development of
robust office infrastructure has increased the country''s economic activity, creating opportunities for real estate-focused
startups.

Pune is a rapidly growing city in Maharashtra with a thriving economy and a strong presence in the IT, manufacturing, and
automobile industries. It is home to many large corporations, including Amazon, Bajaj.TATA, and Infosys, making it an ideal
location for commercial real estate investments.

The demand for commercial property in Pune for sale is rising. With upcoming properties offering a range of options for
investors. From commercial shops for sale in Pune to large office spaces, there are plenty of opportunities to tap into. Real
estate Pune developers also focus on building robust office infrastructure to meet the growing demand from occupiers.
India''s population is expected to be 1.52 Bn by 2036 with a 70% increase in the urban areas. India''s urban population is
expected to grow from 35% in 2022 to 39% by 2036, driving the growth of the real estate sector. India has more than 50% of
the population below the age of 25 and more than 65% of the population below the age of 35. This demographic advantage
is expected to translate into increased real estate demand.

The Government of India allowed FDI up to 100% in the Indian real estate sector, which is expected to attract increasing
investments.

The pandemic-infused trends coupled with low-interest rates, affordability, and other favorable factors harnessed the
positive sentiments in these markets resulting in growing property sales

(H) RISKAND CONCERNS

The Company continues to operate in Real-estate- leasing of property since the FY 2022-23. Though this business in the
evolving stage, following risks are identified:

• Geopolitical risk and global economic headwinds- The Company''s focus on a few areas could affect growth

• Funding risk-The Company is regular in repayment of the loan availed.

• The Company has availed loan of Rs. 4.7 crore to acquire property in FY 22-23- in the month of August 2023.
Outstanding amount of borrowing as on 31 March 2025 stands at INR 409.81 Lakhs. The Company has a strong
debt-equity ratio. Volatility in interest rates and financing costs.

• Competition risk - The Company''s expertise in project planning and execution, along with the expertise of its
directors, makes it an ideal choice. We are looking at a development offering that includes commercial spaces in
real estate segment.

• Regulatory uncertainties and compliance challenges

Your Board is conscious of these risks and will take adequate measures to mitigate the risks before considering any further
investments in development of projects.

(I) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in
financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this
purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of
internal controls periodically.

(J) COMPANY''S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Standalone:

During the financial year under review, your company has achieved turnover of Rs. 360.27 Lakhs (previous year Rs. 296.02
Lakhs). The Loss before exceptional items and tax for the period is Rs. 146.24 Lakhs (as against loss of Rs. 85.72 Lakhs
during the previous year). The net loss for the period is Rs. 21.20 Lakhs (as against net loss Rs. 439.46 Lakhs during the
previous year).

Consolidated (Includes PAT of Associate Company proportionate to Company share):

During the financial year under review, your company has achieved turnover of Rs. 360.27 Lakhs (previous year Rs. 296.02
Lakhs). The loss before exceptional items and tax for the period is Rs. 153.90 Lakhs (as against loss of Rs. 115.56 Lakhs
during previous year). The net Profit for the period is Rs. 6.11 Lakhs (as against net loss Rs. 441.23 Lakhs during previous
year).

(K) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER
OF PEOPLE EMPLOYED

During the year under review, there was no material development in human resources. The Company seeks to recruit and
retain quality industry professionals and provide them with a performance-oriented environment.

During the financial year, total workforce of the Company remained at 3, as on 31st March 2025, the number of employees
was 3.

(L) ENVIRONMENT

The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of
norms formulated to safeguard the environment.

(M) CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the
Company''s objectives, projections, estimates and expectations may constitute “forward looking statements” within the
meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

(N) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company''s shares are listed.

(O) SUBSIDIARY COMPANIESAND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2025, the Company has consolidated the accounts by taking into consideration the financials of
Navasasyam Dandekar Private Limited, an associate company of the Company.

There are no companies that have become or ceased to be subsidiaries, joint ventures, or associate companies of the
Company during the year.

A statement containing the salient features of the financial statements of subsidiary/joint venture/associate companies is
provided in Form AOC-1, attached as Annexure IV to this report.

The Board presents Audited Standalone & Consolidated Financial Statements as prepared in compliance with the Indian
Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key
financial ratio, along with detailed explanation therefore:

Sr. no.	Particulars	Ratio as on 31 March 2025	Ratio as on 31 March 2024	Variance	Explanations, if any
1.	Debtors'' Turnover*	-	202.21	NA	Average trade receivables for the current year are NIL.
2.	Creditors'' Turnover*	20.38	8.70	134.25%	Increase in expense during the year & reduction in average trade payable for the year has resulted in improvement in the ratio.
3.	Inventory Turnover*	0.00	0.00	NA	Manufacturing activities discontinued in FY 2022-23, No inventory and goods purchases during the year
4.	Interest Coverage Ratio (times)	2.48	3.64	(31.87)%	Decrease in EBITDA due to increase in Expenses has resulted in decrease in debt service coverage
5.	Current Ratio* (times)	8.78	4.99	75.95%	Decrease in current liabilities as on March 31,2025 at a higher proportion than decrease in current assets as compare to the balances as on March 31,2024, has resulted in increased in current ratio
6.	Debt Equity Ratio*	0.09	0.09	0.00	-
7.	Return on Capital employed (%)	(1.95)%	(1.32)%	47.43%	Decrease in EBIT during the year as compared to previous year has resulted in decrease in return on capital employed.
8.	Return on investment (%)	2.11%	13.84%	(84.75)%	Reduction in return and average investment for the year as compare to previous year has resulted in decrease in Return on investment.
9.	Return on Equity Ratio (%)	(0.45)%	(8.95)%	(94.97)%	Reduction in loss after tax for the current year as compare to previous year, has resulted in improvement in return on equity ratio.
10.	Net Profit Ratio* (%)	(5.89)%	(144.25)%	(95.92)%	Reduction in loss after tax for the current year & increase in net credit sales for the current year as compare to previous year has resulted in improvement in net profit ratio.

Note:

Last year figures are re-grouped/updated as necessary.

* Calculated in accordance with the Guidance Note issued by ICAI on Ind AS and Schedule III of the Companies Act 2013.
Previous year numbers are restated accordingly.

There are no sector specific equivalent ratios for disclosure by the Company.

RETURN ON NET WORTH:

Details of change in Return on Net Worth as compared to the immediately previous Financial Year are as follows:

Sr. no.	Particulars	Ratio as on 31 March 2025	Ratio as on 31 March 2024	% of change	Explanations
1.	Net Worth	(0.45)	(9.36)	95.19	Reduction in loss after tax for the current year as compared to previous year, has resulted in improvement.

ANNUALRETURN:

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies
(Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of
Corporate Affairs (MCA) for the Financial Year 2023-2024 is available on the web-link (Annual Return Form MGT-7-FY-ended-
31-Mar-2024) and the Annual Return for Financial Year 2024-2025 will be made available on the website of the Company -
www.ggdandekar.com once it is filed with the MCA.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Eight (8) Meetings of the Board of Directors were convened and held on 30 May 2024, 8 June
2024, 11 July 2024, 25 July 2024, 09 August 2024, 8 October 2024, 12 November 2024 and 12 February 2025. The intervening
gap between the Meetings was within the period prescribed under the Act.

Date on which meeting was held	Total strength of the Board	Number of directors present
30 May 2024	6	6
08 June 2024	5	5
11 July 2024	5	5
25 July 2024	5	5
09 August 2024	5	5
08 October 2024	5	4
12 November 2024	5	5
12 February 2025	5	5

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors'' Responsibility Statement, your Directors state
that:

a) in the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards had
been followed and there were no material departures from the applicable accounting standards;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently.
Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31st March 2025 and of the loss of the Company for the year ended on that
date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

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

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems
were adequate and operating effectively.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Act and
Regulation 16(1)(b) & 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company has also received declarations from all the Independent Directors of the Company confirming that they have
complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013 including
amendments thereunder. The said Code is available on the Company''s website.

All the Independent Directors of the Company have enrolled themselves in the data bank with the ''Indian Institute of Corporate
Affairs'', New Delhi, India and eligible Independent Directors have completed the proficiency test.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy that lays
guidelines for selection and appointment of Directors, Key Managerial Personnel and Senior Management personnel together
with their remuneration. The Nomination and Remuneration Policy is available on the website of the Company which can be
accessed at https://tinyurl.com/m4sjut7u

AUDITORS

a. Statutory Auditor

The Board of Directors in its meeting held on 30 May 2024, had recommended re-appointment of the statutory auditors
for next term of 5 years till conclusion of the 90th Annual General Meeting of the members of the Company.

As per the provisions of Section 139 of Companies Act 2013, M/s C N K J B M S & Associates, Chartered Accountants,
Pune was appointed in the adjourned 85th AGM held on 28 September 2024 ( original 85th AGM was held on 28 August
2024 ) for a period of five years. The second term of the statutory auditor will conclude at the conclusion of 90th Annual
General Meeting of the Company as contemplated by the provisions of Section 139 of the Companies Act, 2013.

The Company has received necessary certificate from the Statutory Auditors as required under Section 139(1) of the
Companies Act, 2013 stating that their appointment is in accordance with the provisions of Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditor''s report does not contain any
qualification, reservation, adverse remark or disclaimer.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Partner -
Kanj & Co LLP, Practicing Company Secretary (Membership No. FcS No. 2412 CP No. 1488) to undertake Secretarial
Audit of the Company for the financial year ended 31 March 2025.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
amended with effect from 31 December 2024, the Board of Directors recommends appointment of M/s Bokil Punde &
Associates, Company Secretaries in Practice, Pune (having Unique Identification No. P2013MH032300 and peer
reviewed firm bearing Certificate No.1132/2021) as Secretarial Auditor for a term of 5 years from the financial year
2025-26 to the members of the Company at the 86th Annual General Meeting.

c. Cost Auditor

As per the provisions of Section 148 of the Companies Act, 2013 and Rules made thereunder, the Company is not
required to maintain cost records and appoint cost auditor.

d. Internal Auditor

As per provisions of section 138 (1) of the Companies Act, 2013 and the applicable rules, the Company has appointed
CA Aditya Pathak, Proprietor of M/s A. N. Pathak and Associates, (FRN139084W) as internal auditor for undertaking
the internal auditor.

EXPLANATION ON COMMENTS OF STATUTORY AUDITORS'' AND SECRETARIAL AUDITORS'' REPORT:

Statutory Audit Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by M/s. C N K J B M S & Associates, Statutory
Auditors, in their Audit report. There was no instance of fraud during the year under review, which required the Statutory Auditors
to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules thereof including amendments thereunder.

Secretarial Audit Report

The Secretarial Audit Report submitted by Company Secretary in Practice according to the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is enclosed as a part of this report as ''Annexure I''.

CS Mahesh Athavale, Company Secretary in Practice in his Secretarial Audit Report has provided the observation/remarks
which are self-explanatory.

The following table shows the qualifications, reservations, or adverse remarks or disclaimers made in the Secretarial Audit
Report for FY 2024-2025 and the response of the management to the same:

Sr. No.	Regulation /Section applicable	Observation/remarks/qualifications of the secretarial auditor	The response of the management to the same
1.	Regulation 13(3) and Regulation 27(2)(a) of SEBI (LODR) Regulations, 2015 read with SEBI (LODR) (Third Amendment) Regulations, 2024 dated 12th December 2024, SEBI Circular dated 31st December, 2024, BSE Circular dated 02nd January, 2025 and 13th January, 2025	The Company submitted the Integrated Filing (Governance) under Regulation 13(3) and Regulation 27(2)(a) of SEBI (LODR) Regulations, 2015 for Quarter ended 31st December 2024 on 19th February 2025 with delay of 5 days after receiving e-mail from BSE Limited regarding non-submission of the Corporate Governance Report and/or Statement of Investor Complaints and/or Integrated Filing (Governance) for the Quarter ended 31st December 2024 within prescribed timeline.	Inadvertent delay in submission of new Integrated filing (Governance). A separate xml file of statement of investor grievances (which was applicable till quarter ended 31 December 2024 before amendment) was submitted within prescribed time. For Quarter ended 31 December 2024 old and new both files were required to be submitted.
2.	Regulation 17(9)(a) and (b) of SEBI (LODR) Regulations, 2015	The Board of Directors of the Company has adopted the risk assessment and minimization procedures in their meeting held on 9th August 2024. However, till 9th August 2024, the Company did not comply with the required provisions of the regulation. Further after adoption of the said risk management framework, the Senior have not intimation of risk assessment and minimization action thereof to the Board pursuant to the Company’s Risk Management Policy. Neither any noting of outcomes of risk assessment and minimizations process thereof have been found in any Board/ Committee meeting held during the review period.	In the meeting of Board of Directors held on 9 November 2023, the Board approved Risk management framework. In every meeting where financial results are approved, during the discussions, the Board is informed of risk assessment and minimization. The Risk Management policy was approved on 9 August 2024 which lays down procedure and provides that Risk identification will be done annually, Review of selected risk and status of risk mitigation plan will be reviewed half yearly. The Company has taken sufficient steps in this regard.
3.	Regulation 20(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Stakeholder Relationship Committee through its meeting held on 12th February 2025 considered the agendas as specified in the regulation 20(4) of the SEBI (LODR) Regulations, did not consider the agenda relating to review of the measures taken for effective exercise of voting rights by shareholders.	The Company is in process of deciding measures to be taken for effective exercise of voting rights by the shareholders. When decision will be taken, and measures will be taken, the noting will be included in the minutes of the meeting of the committee.

Sr. No.	Regulation /Section applicable	Observation/remarks/qualifications of the secretarial auditor	The response of the management to the same
4.	Regulation 22(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Vigil Mechanism Policy of the Company dated 11th November 2023 has not provided the direct access to the chairman of the Audit Committee in appropriate or exceptional cases. Further, the contact details of the Audit Committee’s Chairperson were not uploaded on the Company’s official website for this purpose pursuant to its Policy.	The Policy is proposed to be amended which will ensure the same in the upcoming meeting of Board of Directors.
5.	Regulation 27(2) of SEBI (LODR) Regulations, 2015	The Company submitted the Quarterly Compliance Report on Corporate Governance on 16th July 2024 and revised report on 31 st July 2024 and 28th October 2024 with the Bombay Stock Exchange for Quarter ended on 30th June 2024. However, In the revised corporate governance report submitted, we observed following discrepancies: 1.the total Number of members in the Audit Committee was reported as 4 instead of 3, in the details of Meeting of Committees. 2.lt is mentioned as Mr. Purab Gujar is holding membership in Audit/ Stakeholder Committee(s) in One Listed Company. However, he was not holding any membership of the Audit/ Stakeholder Committee in the listed company for the quarter ended on 30th June 2024.	Inadvertently the composition of the committees was reported wrongly in the quarterly corporate governance report. The management will be more mindful in future while reporting details in the quarterly governance report.
6.	Regulation 27(2) of SEBI (LODR) Regulations, 2015	The Company filed a revised Quarterly Compliance Report on Corporate Governance on 28th October 2024 with delay of 7 days after receiving below mentioned discrepancies from BSE Limited dated 26th October 2024 based on the report of Corporate Governance filed for the quarter ended 30th September2024: 1. for the quarter ended on 30th September 2024, the Company did not have 2/3rd members as Independent Directors in the Audit Committee as per Regulation 18(1)(b) of SEBI LODR Regulations, 2015. 2. for the quarter ended on 30th September 2024, the Company did not have 2/3rd members as Independent Directors in the Nomination and Remuneration Committee as per Regulation 19 (1)(c) of SEBI LODR Regulations, 2015.	Inadvertently the composition of the committees was reported wrongly in the quarterly corporate governance report. The management will be more mindful in future while reporting details in the quarterly governance report.
7.	Regulation 29(1) (a) of SEBI (LODR) Regulations, 2015	Delay of 2 working days in giving prior intimation to the stock exchange for the Board Meeting to be held on 9th August 2024 for considering financial results for quarter ended on 30th June 2024	The intimation was filed on 5th August 2024 for the meeting which was scheduled on 13th August 2024- which was prior intimation of 5 working days. After filing intimation on 5th August 2024, the meeting was re-scheduled on 9th August 2024. Revised intimation was filed on 8th August 2024

Sr. No.	Regulation /Section applicable	Observation/remarks/qualifications of the secretarial auditor	The response of the management to the same
8.	Regulation 29(1) (a) of SEBI (LODR) Regulations, 2015 and as per SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July 2023	Delay of 2 working days in giving prior intimation to the stock exchange for the Board Meeting to be held on 12th November 2024 to consider financial results for quarter ended on 30th September 2024 in which the financial results will be considered.	This was Inadvertent delay.
9.	Regulation 29(1) (a) of SEBI (LODR) Regulations, 2015	Delay of 1 working day in giving prior intimation to the stock exchange for Board Meeting to be held on 12th February 2025 to consider financial results for quarter ended on 31st December2024.	This was Inadvertent delay.
10.	Regulation 30(6) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD- 1/P/CIR/2023/123 dated 13th July, 2023	The profile relating to the appointment of Secretarial and Internal Auditor were submitted to the BSE Limited on 31st May 2024 with a delay of 14 hours and 26 minutes.	Appointment was intimated at 4.57 pm on 30th May 2024. However, profile was not provided inadvertently
11.	Regulation 30(6) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD- 1/P/CIR/2023/123 dated 13th July, 2023	The Company intimated an Outcome of the Board Meeting held on 31st May 2024 which included decisions regarding approval of financial results and re¬ appointment of Director who was retiring by rotation. The said intimation of the outcome contained an incorrect name of the Director who had been re-appointed in such meeting. Considering the same, the Company has submitted revised intimation of outcome with the correct name of the Director on 31st May 2024 at 03.12 PM.	30 Minutes time is prescribed for submission of financial results which were correct and submitted within prescribed time. The revised outcome was filed to the extent of giving correct information regarding Director liable to retire by rotation. For information related to director liable to retire by rotation, 12 hours is the prescribed time. Due to typo error, correct information about director liable to retire by rotation was submitted beyond prescribed time of 12 hours.
12.	Regulation 30(6) of SEBI (LODR) Regulations, 2015	The Company has approved the audited standalone and consolidated financial results for the quarter and year ended on March 31, 2024 in the Board Meeting held on May 30, 2024. Copy of the said financials were submitted to the BSE Limited on May 30,2023 at 03:09 PM and as per the Board meeting minutes, the meeting was concluded at 03:00 PM. However, the Company had inadvertently submitted incorrect intimation to BSE Listing Centre. Considering the same, the revised intimation was filed on May 31, 2024. Hence, the intimation to BSE was not made within 30 minutes from conclusion of Board Meeting. Further the Company received a query from BSE Listing Centre stating to the submit the Statement on Impact of Audit Qualification or Declaration of unmodified audit report (as applicable) in XBRL Mode immediately using separate utility of Impact of Audit Qualifications, available on the BSE Listing Centre. The same was submitted on 5th June 2024.	30 Minutes time is prescribed for submission of financial results which were correct and submitted within prescribed time. The revised outcome was filed to the extent of giving correct information regarding Director liable to retire by rotation. For information related to director liable to retire by rotation, 12 hours is the prescribed time. Due to typo error, correct information about director liable to retire by rotation was submitted beyond prescribed time of 12 hours. The Declaration of unmodified audit report in pdf letter format was submitted within prescribed time and inadvertently the xbrl/ xml file was submitted with delay.
13.	Regulation 31 (1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Company submitted the shareholding pattern for the quarter ending on 31st March 2024 on 11th April 2024. However, a revised shareholding pattern was filed on 26th April 2024 as explanatory remarks was not mentioned in the shareholding pattern submitted earlier.	Inadvertently shareholding pattern was submitted without a note which usually is given in the shareholding pattern. On realization of the non-inclusion of note on shareholding pattern, the Company submitted revised shareholding pattern with the note.

Sr. No.	Regulation /Section applicable	Observation/remarks/qualifications of the secretarial auditor	The response of the management to the same
14.	Regulation 33(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Company received an e-mail from the Bombay Stock Exchange regarding Non-Submission of the Integrated Filing (Financial) for quarter ended on 31st December 2024 within 45 days from the end of the quarter. The Company made submission of Integrated Filing (Financial) for the quarter ended on 31st December 2024 on 03rd March 2025 with a delay of 17 days.	Inadvertent delay in submission of Integrated Filing (Financial).
15.	Regulation 47 of the SEBI (Listing Obl i g ati on s an d Di scl osu re Requirements) Regulations, 2015	The Company has published the unaudited standalone and consolidated financial results for the quarter ended 31st December 2024 on 13th February 2025 for the board meeting held on 12th February 2025 in the newspapers. Flowever, the advertisement does not contain the Quick Response Code and the details of the webpage where complete financial results of the Company.	Inadvertent omission of QR code in the newspaper publication. The Company will make sure to publish QR code and address of the Webpage going forward.
16.	Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015	Based on the records and certificate shared with us, the Company has maintained the Structured Digital Database (SDD) as per aforesaid regulation in excel form. We are unable to locate time stamp and audit trail in the excel sheet for the UPSI shared during the period under review specifically in relation to financial results, order(s) and action(s) by regulatory/ statutory authority.	The Company maintains the details in excel format and will make necessary disclosure.
		Further, we are unable to locate the details of UPSI shared with the Designated Persons/ Insiders. The SDD merely mentions ‘UPSI as per code of conduct of the company’ in the field Details ofUPSI.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loan or guarantee or security as contemplated by Section 186 of the Companies Act, 2013. The
investment in property is continued: Suma Center, South and North wings on Floor 4 to Floor 6 (admeasuring about 30,000 sq.
ft.) and South Wing on Floor 2 (admeasuring about 5,000 sq. ft.), Survey no. 8 13, CTS no. 1409 1410 Erandwane, Pune
411004.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1)
OF SECTION 188:

The contracts or arrangements entered into by the Company with Related Parties during the financial year 2024-2025 were at
arm''s length and in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. Regulation 23 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments are applicable to the
Company for FY 2024-2025 as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

The policy on Related Party Transactions as adopted by the Board is uploaded on the Company''s website. The disclosures as
per IND-As 24 for transactions with related parties are provided in the Financial Statements of the Company.

STATE OF COMPANY''S AFFAIRS:

Discussion on the state of Company''s affairs has been covered in the Management Discussion and Analysis Report.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF
REPORT:

There was no material change in real estate activities between the date of balance sheet and date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy and Technology Absorption:

Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy,
technology absorption is annexed herewith as ''Annexure II’

B. Foreign exchange earnings and Outgo:

Sr. No.	Particulars	2024-2025	2023-2024
1.	Foreign Exchange earned in terms of actual inflows during the year	Nil	Nil
2.	Foreign Exchange outgo during the year in terms of actual outflows	Nil	Nil

RISK MANAGEMENT PLAN:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.
Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.

During the year under review, risk assessment and management policy was adopted effective from 9 August 2024.

The same can be accessed at https://www.ggdandekar.com/wp-content/uploads/2024/10/GGD Draft-risk-Management-
policy 09-August-2024.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As on 31st March 2025, net worth of the Company is Rs. 46.71 crores (previous year Rs. 46.93 crores) which is not more
than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore. The provisions
of section 135 of the Companies Act, 2013 are non-applicable to the Company for FY 2024-2025 and for FY 2023-2024 as
well.

The Company was not required to spend any amount on CSR activities in FY 2024-2025 and for FY 2023-2024 as well.

In the meeting of Board of Directors held on 30 May 2024, the Board of Directors had unanimously resolved and dissolved
the Corporate Social Responsibility committee.

BOARD EVALUATION:

Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 annual performance
evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee, and Stakeholders''
Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance
Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out is provided below.

Criteria for performance evaluation:

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Directors. The annual
evaluation of Directors is made on the following criteria:

i. Attendance for the meetings, participation and independence during the meetings;

ii. Interaction with Management;

iii. Role and accountability of the Board and

iv. Knowledge and proficiency.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

Your Company has an associate company ''Navasasyam Dandekar Private Limited'' (NDPL). Your company holds 49% of
equity share capital in the Associate Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

The Company has received audited financial results of the associate company (Navasasyam Dandekar Private Limited) for
the year 2024-2025 and profit after tax is consolidated with the company''s financial results in proportion of company''s
shareholding in associate company. Associate company has clocked a turnover of Rs. 3,217.73 Lakhs in the financial year
ended on March 31st 2025 (previous year Rs. 2,800.27 Lakhs), profit before tax is Rs. 91.63 Lakhs (previous year Rs.
72.76 Lakhs) and profit after tax is Rs. 71.39 Lakhs (previous year Rs. 55.21 Lakhs).

On May 25, 2021 the Company invested Rs. 380.01 Lakh in associate company & was allotted 14,989 nos, 6%
Compulsorily Convertible (Non-Cumulative) Preference Shares of NDPL having face value of Rs.100/- per share at
premium of Rs. 2,435.28/- per share aggregating to Rs. 380.01 Lakh.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business and the Company continues to operate in
real estate leasing activities only.

DEPOSITORY SYSTEM

Your Company''s equity shares are available for dematerialisation through National Securities Depository Limited and
Central Depository Services (India) Limited. As on March 31,2025, 96.44% of the equity shares of the Company were held
in dematerialised form.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 2024¬
2025:

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies Act, Mr.
Purab Gujar (DIN: 01186763) will retire by rotation at the ensuing AGM and being eligible, has offered himself for re¬
appointment. The resolution seeking Members'' approval for his re-appointment forms part of the AGM Notice. The Board of
Directors of your Company has recommended his appointment at the ensuing AGM.

During the year under review, with effect from 30 May 2024, 2 new directors were appointed, however, based on the
recommendation of the Nomination and Remuneration Committee and Board of Directors.

1. Mr. Purab Gujar (DIN: 01186763) was appointed as an Additional Director Non-Executive Non-independent Director
and he was designated as Chairperson of the Board of Directors w.e.f. 30.05.2024.

2. Mrs. Vibha Surana (DIN: 08017202) was appointed as an Additional Director Non-Executive Non-independent Director
w.e.f. 30.05.2024

The Board of Directors recommended the members and the members approved the appointments of Mr. Purab Gujar and
Mrs. Vibha Surana both as Non-executive Non-independent Directors at the 85th Annual General Meeting held on 28
August 2024.

During the year under review, with effect from 15 May 2024, Mr. Pawan Rathi ceased to be Non-Executive Independent
Director on completion of tenure of 5 years of his appointment and with effect from 30 May 2024 Mrs. Smita Raichurkar,
Non-Executive Non-independent Director, resigned as Director w.e.f. 30.05.2024 due to her pre-occupation.

During the year under review, neither a KMP was appointed nor any KMP resigned from the post.

Directors Retiring by Rotation in accordance with the provisions of the Companies Act, 2013 and the Articles of Association
of the Company, Mr. Purab Gujar (DIN: 01186763) retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for reappointment

The Board is of the opinion that Mr. Sanket Deshpande and Mr. Rahul Kothari, the Independent Directors, fulfil the
conditions specified in the Companies Act, 2013 and the Rules thereunder and also possess requisite expertise and
experience (including the proficiency) and they are persons of high integrity so as to enable the Board to discharge its
functions and duties effectively

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, from the public, or its employees, etc.
during the year under review

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

The Company has not received any significant or material order from Regulators, Courts or Tribunals during the year, which
may impact the Going Concern Status or the Company''s operations in future.

The Company has neither made application nor any proceedings are pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment
strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews
implementation on a regular basis

BOARD COMMITTEES:

Your Company has in place the following Committees under the provisions of the Companies Act, 2013. There are currently
three committees of the Board, namely:

Audit Committee :

The Audit Committee comprises Mr. Sanket Deshpande- Chairman, Mr. Rahul Kothari- Member, Mrs. Vibha Surana-
Member. During the year, the Committee met 5 times on 30 May 2024, 9 August 2024, 8 October 2024, 12 November
2024 and 12 February 2025.

Nomination & Remuneration Committee :

The Nomination & Remuneration Committee comprises Mr. Rahul Kothari- Chairman, Mr. Sanket Deshpande -
Member, Mr. Purab Gujar-Member. During the year, the Committee met 2 times on 30 May 2024 and 9 August 2024.

Stakeholders’ Relationship Committee :

The Stakeholders’ Relationship Committee comprises Mr. Rahul Kothari- Chairman, Mr. Sanket Deshpande -
Member, Mr. Pranav Deshpande- Member. During the year, the Committee met once on 12 February 2025.

The composition of the above Committees of the Board is available on the website of the Company at the link
http://www.ggdandekar.com/about-u/

During the year under review, the Board has accepted all the recommendations given by the Committees of the Board,
which are mandatorily required

INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed at ''Annexure III'' to this report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (‘the Policy’). This Policy
provides a mechanism for directors and employees of the Company and other persons dealing with the Company to report
to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the
Company’s code of conduct or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in
possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI
(Prohibition of Insider Trading) Regulations or any other instance.

No person has been denied access to the Audit Committee in this regard. There were no complaints filed / pending with the
Company during the year.

The policy has also been uploaded on the Company’s website. Web-link to access the same is below:
https://www.ggdandekar.com/wp-content/uploads/2025/05/Whistle-Blower-Policy GGD-amended-may-2025.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors of the Company are made aware of their role, rights and responsibilities at the time of their
appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their
engagement. Further copies of ‘Code of Conduct for the Board of Directors and Senior Management of the Company’,
‘Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and Immediate Relatives of
Designated Persons of the Company’, ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information of the Company’ (Code of Conducts) and Policies adopted by the Board as per regulatory provisions
are made available to Independent Directors at the time of joining.

The details of the familiarization program have been put on the website of the Company which can be accessed at

https://www.ggdandekar.com/wp-content/uploads/2025/03/Familiarization-programme-for-independent-
directors v2.pdf

CODE OF CONDUCT

The Company has laid down a Code of Conduct for all the Board members and Senior Management Personnel. The Code
of Conduct is available on the Company’s website, which can be accessed at

https://www.ggdandekar.com/wp-content/uploads/2025/05/Code-for-Board-of-Directors-Senior-Management GGD-
30.05.2025.pdf

All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct. A
declaration to this effect signed by the Executive Director forms part of this Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has obtained Directors’ and Officers’ liability insurance coverage in respect of any legal action that might be
initiated against Directors / officers of the Company.

CASH FLOW

A cash flow statement for the year ended 31st March 2025 is attached to the Balance Sheet as a part of Financial
Statements.

As per Regulation 15(2), compliances under Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses
(b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 were applicable to the Company for FY 2024-2025. The Company
during the year under review complied with the same except the following

In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report
on the Corporate Governance along with a Compliance Certificate issued by the practicing company secretary is
attached as Annexure B to the said report and forms part of the Annual Report.

Sr. No.	Regulation	Details
1.	13(3) and 27(2)(a) of SEBI (LODR) Regulations, 2015	The Company submitted the Integrated Filing (Governance) under Regulation 13(3) and Regulation 27(2)(a) of SEBI (LODR) Regulations, 2015 for Quarter ended 31st December 2024 on 19th February 2025 with delay of 5 days after receiving e-mail from BSE Limited regarding non-submission of the Corporate Governance Report and/or Statement of Investor Complaints and/or Integrated Filing (Governance) for the Quarter ended 31st December2024 within prescribed timeline.
2.	17(9)(a) and (b) of SEBI (LODR) Regulations, 2015	The Board of Directors of the Company has adopted the risk assessment and minimization procedures in their meeting held on 9th August 2024. Flowever, till 9th August 2024, the Company did not comply with the required provisions of the regulation. Further after adoption of the said risk management framework, not assessment and minimization action thereof to the Board pursuant to the Company’s Risk Management Policy. Neither any noting of outcomes of risk assessment and minimizations process thereof have been found in any Board/ Committee meeting held during the review period.
3.	20(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Stakeholder Relationship Committee through its meeting held on 12th February 2025 considered the agendas as specified in the regulation 20(4) of the SEBI (LODR) did not the agenda relating to review of the measures taken for effective exercise of voting rights by shareholders.
4.	22(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Vigil Mechanism Policy of the Company dated 11th November 2023 has not provided the direct access to the chairman of the Audit Committee in appropriate or exceptional cases. Further, the contact details of the Audit Committee’s Chairperson were not uploaded on the Company''s official website for this purpose pursuantto its Policy.
5.	27(2) of SEBI (LODR) Regulations, 2015	The Company submitted the Quarterly Compliance Report on Corporate Governance on 16th July 2024 and revised report on 31st July 2024 and 28th October 2024 with the Bombay Stock Exchange for Quarter ended on 30th June 2024. However, In the revised corporate governance report submitted, we observed following discrepancies: 1. the total Number of members in the Audit Committee was reported as 4 instead of 3, in the details of Meeting of Committees. 2. It is mentioned as Mr. Purab Gujar is holding membership in Audit/ Stakeholder Committee(s) in One Listed Company. However, he was not holding any membership of the Audit/ Stakeholder Committee in the listed company for the quarter ended on 30th June 2024.

Sr. No.	Regulation	Details
6.	27(2) of SEBI (LODR) Regulations, 2015	The Company filed a revised Quarterly Compliance Report on Corporate Governance on 28th October 2024 with delay of 7 days after receiving below mentioned discrepancies from BSE Limited dated 26th October 2024 based on the report of Corporate Governance filed on 18th October 2024 for the quarter ended 30th September2024:
		1. for the quarter ended on 30th September 2024, the Company did not have 2/3rd members as Independent Directors in the Audit Committee as per Regulation 18(1 ){b) of SEBI LODR Regulations, 2015.
		2. for the quarter ended on 30th September 2024, the Company did not have 2/3rd members as Independent Directors in the Nomination and Remuneration Committee as per Regulation 19 (1 )(c) of SEBI LODR Regulations, 2015.
7.	29(1) (a) of SEBI (LODR) Regulations, 2015	Delay of 2 working days in giving prior intimation to the stock exchange for the Board Meeting to be held on 9th August 2024 for considering financial results for quarter ended on 30th June 2024.
8.	29(1) (a) of SEBI (LODR) Regulations, 2015 and as per SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July 2023	Delay of 2 working days in giving prior intimation to the stock exchange for the Board Meeting to be held on 12th November 2024 to consider financial results for quarter ended on 30th September 2024 in which the financial results will be considered.
9.	29(1) (a) of SEBI (LODR) Regulations, 2015	Delay of 1 working day in giving prior intimation to the stock exchange for Board Meeting to be held on 12th February 2025 to consider financial results for quarter ended on 31st December2024.

In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the
Corporate Governance along with a Compliance Certificate issued by the practicing company secretary is attached as Annexure
B to the said report and forms part of the Annual Report.

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

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 & 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.

No complaints were received during the year 2024-2025.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR
FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Whole-time Director of the company
from its holding or subsidiary company during the FY 2024-2025 requiring the disclosure under section 197(14) of the
Companies Act, 2013.

EVENT-BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The
Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to
report in respect of Rule 4(4), Rule 12(9), and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India except the following:

Sr. No.	Particulars
1.	There is mismatch in the proceedings captured in the recording and minutes prepared for the Board Meeting held on 30th May 2024 and Audit Committee Meetings held on 25th July 2024 and 09th August 2024.
2.	Pursuant to the recording of the meeting of audit committee held on 30th May 2024, 25th July 2024 and 09th August 2024, the invitees have voted on the proposed resolutions in the said meetings.
3.	In the Minutes of Audit Committee Meeting held on 30th May 2024, the name of Mrs. Smita Raichurkar, Non-Executive Director, was mentioned in members present, who in fact had ceased to be member of the Audit Committee on 30th May 2024.
4.	Reference to Section 160 of the Companies Act, 2013 was made in the Ordinary Resolution passed by the members of the Company to appoint Mr. Purab Gujar having DIN: 01186763 and Mrs. Vibha Surana having DIN: 08017202 as a Non-executive Non-Independent Director of the Company in the Annual General Meeting held on 28th August 2024. As per explanation given by the Compliance Officer, this reference to sec 160 was unintentional.
5.	The Company dispatched the Notice of Postal Ballot on 09th October 2024 requesting members to cast their assent or dissent in the electronic form. The E-voting period commenced from 10th October 2024 and ended on 09th November 2024. The E-voting period for voting extended to thirty-one days from the date of dispatch of the notice. No voting took place on the 31st Day. Further the Company intimated the date of postal ballot as 11th November 2024 with stock exchange.
6.	The existing name of the Company is not mentioned in the Minutes of Stakeholders Relationship Committee Meeting held on 12th February 2025 whereas only the former name is mentioned.
7.	In the Stakeholders Relationship Committee Meeting held on 12th February 2025, No. of Investors Complaints received during the period from 1st January 2024 to 31st December 2024 mentioned as Nil. However, 1 complaint has been received & disposed of during the quarter ended on 31st March 2024 and the same has been reported to BSE Limited.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company
by the shareholders, employees, and bankers, during the year under the report

Sd/-

Purab Gujar

Chairperson Non-Executive Director

DIN: 01186763

Address: Dhanashree Society,

Karve Nagar, Pune 411052

Place : Pune
Date : 28 May 2025

---

Mar 31, 2024

Your Directors have the pleasure of presenting the 85thAnnual Report with the Audited Statement of Accounts of the Company for the year ending 31st March 2024.

FINANCIAL PERFORMANCE

(Amt. in Rs. Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	398.92	286.41	369.08	286.41
Profit/(Loss) before exceptional items and tax	(85.72)	(83.92)	(115.56)	(83.92)
Exceptional Items	-	-	-	-
Profit before tax from Continuing Operations	(85.72)	(83.92)	(115.56)	(83.92)
Tax Expense (Current and Deferred Tax)	336.75	56.48	336.75	56.48
Net Profit/(Loss) after Tax from Continuing Operations	(422.47)	(140.40)	(452.32)	(140.40)
Profit/ (Loss) before Tax From Discontinued Operations	(27.25)	(356.54)	(27.25)	(356.54)
Tax Expense of Discontinued Operations	(10.26)	(66.85)	(10.26)	(66.85)
Share of Profit of Associate Company	-	-	28.08	119.58
Net Profit / (Loss) for the year from discontinued & Continuing operations	(439.46)	(430.09)	(441.23)	(310.51)
Other Comprehensive Income	5.73	84.06	5.73	84.06
Total Comprehensive Income for the year, net of tax	(433.73)	(346.03)	(435.50)	(226.45)

Note:

Consolidated results show the company''s sharein the net profit of the associate company,viz. Navasasyam Dandekar Private Limited.

DIVIDEND

Considering the Company''s financial performance, growth plans and related funding requirements, your Directors do not recommend any dividend for the financial year 2023-24.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

1. This section includes discussion on the following matters within the limits set by the Company''s Competitive position:

(A) OVERVIEW

G. G. Dandekar Properties Limited [Formerly known as G. G. Dandekar Machine Works Limited] (The Company) is addressing real estate business.

The Company during the year under review did not make any addition into the number of its properties. The commercial property in Pune is generating steady lease rental income in form of license fees for the company.

Considering the developments in the economic and commercial environment, the Company has diversified into real estate and leasing of property business by making modification in the object clause of Memorandum of the Company. The change in the object clause in the financial year 21-22 and the change in name of the Company in the year under review helped the company in securing moderate to lucrative business opportunities. The change will help in generating steady returns over the long term, which shall ensure consistent value creation for the members of the company. The Company foresees appreciation in the value of land and real estate based on the rise in demand for real estate spaces, which may positively impact the financial performance of the Company.

Associate Company:

The company has an associate company which was formed as joint venture company with subject experts who brought in with them rich industry experience in non-rice segment. The associate company has shown positive results and gains for the company. It has helped company to graduate from rice milling machinery business to various other grains, legumes, and spices etc.

The Company continues to operate in only one vertical commercial real estate - leasing of property.

(B) GLOBAL ECONOMY

"Global economy remains remarkably resilient, with growth holding steady as inflation returns to target," the IMF said while predicting the global real GDP growth at 3.2% for 2024 and 2025, the same rate as in 2023. Global real gross domestic product (GDP) growth is estimated at 3.2% in CY 2023, and projected to grow at the same rate in CY 2024 and CY 2025.

The IMF report attributed the slow pace of growth to several factors such as high borrowing costs, withdrawal of fiscal support, long-term effects of the COVID-19 pandemic, Russia''s invasion of Ukraine, weak growth in productivity and increasing geoeconomic fragmentation. Global inflation moderated from its peak in the middle of CY 2022 while economic activity continued to grow, thus averting a possible global recession.

IMF expects global headline inflation to fall further from the annual average of 6.8% in 2023 to 5.9% in 2024 and to 4.5% in 2025, with advanced economies returning to their inflation targets sooner than emerging markets and developing economies. Risks to the global outlook for 2024 seem broadly balanced. These risks arise from price spikes stemming from geopolitical tensions and regional conflicts such as those in Gaza, attacks in the Red Sea, and continued war in Ukraine, a slower than expected decline in core inflation and interest rates remaining higher than expected.

On the upside are factors such as a short-term fiscal boost as many countries go to elections in 2024, faster monetary policy easing, and increase in productivity from technologies such as artificial intelligence.

(C) INDIAN ECONOMY

In 2023-24, as per current estimates, it is estimated to have grown 7.3 per cent on top of the 9.1 per cent (FY22) and 7.2 per cent (FY23) in the previous two years, and the economy is generating jobs. This impressive post pandemic recovery has seen the urban unemployment rate decline to 6.6 per cent. Since May 2023, the number of net new subscribers to EPFO in the age group 18-25 years has consistently exceeded 55 per cent of the total net new EPF subscribers. The government has extended the Pradhan Mantri Gharib Kalyan Anna Yojana for 80 crore citizens for five more years until December 2028.

Further, the government, despite the conflict in Ukraine and disrupted supplies, has managed crude oil purchases at the right price so that retail prices of petrol and diesel did not have to be increased for more than eighteen months. The government gave a 50-year interest-free loan of ?1 lakh crore to states in FY23 and announced another ?1.3 lakh crore of 50-year 12India''s Economy to Rebound as Pandemic Prompts Reforms (imf.org)

The Indian Economy: A Review 6 interest-free loan in FY24. From April to November 2023, the states utilized more than ?97,000 crore out of the ?1.3 lakh crore of interest-free loans under the Special Assistance to states for Capital Investment that the Centre budgeted for Fy24. . Resultingly, the states are improving their infrastructure, like schools, rural roads, electricity provision, etc. States'' capital expenditure was up more than 47 per cent in the six months between April-September 2023 compared to April-September 2022.

Resilient economy - what made India resilient ?

The word ''resilience'' is defined in the Cambridge dictionary as “the ability of a substance to return to its usual shape after being bent, stretched, or pressed.” In recent years, if there is one major economy in the world that displayed that quality beyond any reasonable doubt, it is India. After the pandemic-induced contraction in FY21, the Indian economy recorded two years of above-7 per cent growth and looks set to repeat it for the third year in FY24. In the first half of the current financial year, the economy has grown 7.6 per cent in real terms compared to the first half of FY23. Barring unforeseen global developments and based on historical patterns of growth in the second half, the overall growth rate for the year may even exceed the Reserve Bank of India (RBI) projection of 7 per cent. The National Statistical Office, in its First Advance Estimates, has estimated India''s real GDP to grow at 7.3 per cent in FY24, higher than the forecast made by various national and international agencies.

India''s real GDP is estimated to grow at an average of 7.9 per cent between FY22 and FY24. Very few economies in the world, if any, have maintained the post-Covid recovery as consistently as the Indian economy has done.

From IMF world outlook regarding Indian economy:

The International Monetary Fund (IMF) has raised India''s growth forecast for 2024-25 to 6.8% from 6.5% on the back of strong domestic demand and a rising working-age population.

The Reserve Bank of India, the country''s central bank, estimates the economy to grow at 7% in the current financial year that started on April 1.

The IMF estimates Asia''s third largest economy''s gross domestic product to grow at 6.5% in the next financial year, it said in the World Economic Outlook released on 16 April 2024.The agency also revised upwards the growth figure for 2023-24 to 7.8% from 6.7% it had forecast in January. India''s own official estimates had pegged growth at 7.6%.

Growth surprised on the upside in the second half of 2023 as robust domestic demand fuelled activity, especially in emerging Asian economies. Malaysia, the Philippines, Vietnam, and most notably India, recorded sizable positive growth surprises. Growth for the region reached 5 percent in 2023, much stronger than a growth of 3.9 percent in 2022, and this represents a 0.4 percentage points higher than what we had projected in the October 2023 Regional Economic Outlook, and the momentum carries over into 2024. We now project the region to grow by 4.5 percent in 2024 and upward revision of 0.3 percentage points relative to October. With this, Asia would contribute about 60 percent of global growth. The region is projected to grow by 4.3 percent in 2025.

The driver of growth- for India, we expect investment to contribute disproportionately to growth, much of it public, especially in India. In emerging Asia, outside China and India, robust private consumption will remain the main growth engine.

(D) INDUSTRY STRUCTURE AND DEVELOPMENT

Real Estate is one of the industries with the highest international recognition. It is divided into four sub-sectors: residential, retail, hotel, and commercial. The expansion of this sector is largely supported by the expansion of the business environment and the need for office space, as well as urban and semi-urban housing.

The Indian real estate market is growing at a rapid pace. It is expected to increase to US$ 1 trillion in 2030 from US$ 200 million in 2021, making it the third largest globally. The real estate sector contributed around 7% to India''s GDP in FY 201819, and its share is expected to advance to about 13% in 2025. The sector has robust forward and backward linkages with core sectors of the economy, namely, steel, cement, and other building materials, which directly/indirectly impacts 270 industries.

The commercial real estate market in India is well organized and highly competitive. Rising economy, digitalization, growth in the IT/ ITeS sector and varied government reforms (industrial corridors, FDI policy, RERA, REITs) have resulted in higher demand for the commercial real estate space. Global investment poured in as the government relaxed FDI norms, promoting the development of malls and other organized retail spaces. At the same time, the digital economy and e-commerce attributed to a demand for coworking office spaces, smart warehousing, and logistics hubs.

(E) OPPORTUNITIES AND THREATS

The demand for commercial real estate has increased as a result of the booming economy and the returning workers to offices, as was previously said however with another issue that is becoming more significant is the rise of co-working spaces. Innovative office space ideas, business-friendly efforts and top-notch amenities for tenants are further factors driving the increase in demand.

Due to the removal of limits connected to the pandemic, vacancies in Grade A offices are now returned to being stable compared to the previous two years. JLL predicts that due to rising demand, the Grade A office market would reach 1.2 billion square feet by 2030.

Commercial real estate leases are typically long-term, and every three years, the rental rate increases by 15%, making it profitable for developers. This has fueled the creation of a number of new office space projects that are currently under construction and will be open soon.

Threat related real estate industry include following amongst others:

1. Political uncertainty - the change in leadership affects heavily the taxation system which has link to the real estate sector. When the political scenario changes leadership economic environment gets influenced. A war between the countries may affect the real estate industry.

2. Interest rates- when interest rates rise, it has firm impact on real estate markets. This rise will reduce the demand amongst the customers.

3. Economy and affordability - when the economy goes down, the affordability of the potential customer also goes down which in turn affects the growth of real estate industry.

4. Natural disaster-When natural disaster occurs, it affects the real estate industry adversely.

(F) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

Your company continues to operate in 1 segment only which is real estate leasing of property.

In the year 2022-23, the Company has purchased pre-leased commercial property in Pune which is a rapidly developing city and counted among the best urban infrastructure in India. It is ranked second in the Ease of Living Index 2020 by the Ministry of Housing and Urban Affairs in India. It was ranked highest among all Indian cities by

Mercer''s 21st Annual Quality of Living Rankings in 2019 and ranked seventh in terms of per capita income. The city''s real estate sector growth is driven by IT, education, automobile, and manufacturing sectors. India''s Smart Cities Mission has driven the growth of Pune''s urban infrastructure. Investments valued at more than Rs. 650 Bn are expected to be infused over eight years for establishing metro rail links, a new airport terminal, and a ring road.

(G) OUTLOOK

Commercial Real Estate in India:

India''s commercial real estate market has been steadily growing, and the rise of small and medium real estate land developers and a segment of institutional capital has acted as a catalyst for the sector. Additionally, the development of robust office infrastructure has increased the country''s economic activity, creating opportunities for real estate-focused startups.

Pune is a rapidly growing city in Maharashtra with a thriving economy and a strong presence in the IT, manufacturing, and automobile industries. It is home to many large corporations, including Amazon, TATA, and Infosys, making it an ideal location for commercial real estate investments.

The demand for commercial property in Pune for sale is rising. With upcoming properties offering a range of options for investors. From commercial shops for sale in Pune to large office spaces, there are plenty of opportunities to tap into. Real estate Pune developers also focus on building robust office infrastructure to meet the growing demand from occupiers. India''s population is expected to be 1.52 Bn by 2036 with a 70% increase in the urban areas. India''s urban population is expected to grow from 35% in 2022 to 39% by 2036, driving the growth of the real estate sector. India has more than 50% of the population below the age of 25 and more than 65% of the population below the age of 35. This demographic advantage is expected to translate into increased real estate demand.

The Government of India allowed FDI up to 100% in the Indian real estate sector, which is expected to attract increasing investments.

The pandemic-infused trends coupled with low-interest rates, affordability, and other favorable factors harnessed the positive sentiments in these markets resulting in growing property sales.

(H) RISK AND CONCERNS

The Company continues to operate in Real-estate- leasing of property since the FY 2022-23. Though this business in the evolving stage, following risks are identified:

• Geographic risk - The Company''s focus on a few areas could affect growth.

• Funding risk -The Company is regular in repayment of the loan availed.

• The Company has availed loan of Rs. 4.7 crore to acquire property in FY 22-23- in the month of August 2023. Outstanding amount of borrowing as on 31 March 2024 stands to ? 437.09 lakhs. The Company has a strong debt-equity ratio.

• Competition risk - The Company''s expertise in project planning and execution, along with the expertise of its directors, makes it an ideal choice. We are looking at a development offering that includes commercial spaces in real estate segment.

Your Board is conscious of these risks and will take adequate measures to mitigate the risks before considering any further investments in development of projects.

(I) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

(J) COMPANY''S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Standalone:

During the financial year under review, your company has achieved turnover of Rs. 296.02 Lakhs (previous year Rs. 250.89 Lakhs). The Loss before exceptional items and tax for the period is Rs. 85.72 Lakhs (as against loss of Rs. 83. 92 Lakhs during the previous year). The net loss for the period is Rs.439.46 Lakhs (as against net loss Rs. 430.09 Lakhs during the previous year).

Consolidated (Includes PAT of Associate Company proportionate to Company share):

During the financial year under review, your company has achieved turnover of Rs. 296.02 Lakhs (previous year Rs. 250.89 Lakhs). The loss before exceptional items and tax for the period is Rs. 115.56 Lakhs (as against loss of Rs. 83. 92 Lakhs during previous year). The net loss for the period is Rs. 441.23 Lakhs (as against net loss Rs. 310.51 Lakhs during previous year).

(K) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED

During the year under review, there was no material development in human resources. The Company seeks to recruit and retain quality industry professionals and provide them with a performance-oriented environment.

During the financial year, total workforce of the Company stands at 5, as on 31st March 2024, the number of employees was 3.

(L) ENVIRONMENT

The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

(M) CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

(N) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company''s shares are listed.

(O) SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2024, the Company has consolidated the accounts by taking into consideration the financials of Navasasyam Dandekar Private Limited, an associate company of the Company.

There are no companies that have become or ceased to be subsidiaries, joint ventures, or associate companies of the Company during the year.

The Board presents Audited Standalone & Consolidated Financial Statements as prepared in compliance with the Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratio, along with detailed explanation therefore:

Sr. no.	Particulars	Ratio as on 31 March 2024	Ratio as on 31 March 2023	Percentage of change	Explanations, if any
1.	Debtors'' Turnover*	202.21	63.09	220.52	Marginal increase in revenue and improvement in debtors recovery
2.	Creditors'' Turnover*	5.68	0.00	0.00	-
3.	Inventory	0.00	0.57	(100)	Manufacturing activities discontinued in FY 2022-23, No inventory and goods purchases during the year
4.	Interest Coverage Ratio	3.64	1.52	139.87	Improvement in EBITDA due to increase in Other Income.
5.	Current Ratio*	5.04	5.35	(5.83)	-
6.	Debt Equity Ratio*	0.09	0.09	4.03	-
7.	Return on Capital employed	(0.01)	(0.07)	(81.88)	Improvement in EBIT as compared to previous year.
8.	Return on investment	0.14	1.39	(90.06)	Major investment sold during FY 2022 - 23
9.	Return on Equity Ratio	(0.09)	(0.08)	10.29	-
10.	Net Profit Margin* (%)	(110.16)	(141.39)	22.08	-
11.	Operating Profit Margin (%) continued operations	(1.43)	(0.56)	155.03	The company during the previous year discontinued its manufacturing activities. Reduction in the ratios due to current year’s loss as compared to last year.
12.	Operating Profit Margin (%) dis-continued operations	(1.19)	(20.05)	(94.08)

Note:

Last year figures are re-grouped/updated as necessary.

* Calculated in accordance with the Guidance Note issued by ICAI on Ind AS and Schedule III of the Companies Act 2013. Previous year numbers are restated accordingly.

There are no sector specific equivalent ratios for disclosure by the Company.

RETURN ON NET WORTH:

Details of change in Return on Net Worth as compared to the immediately previous Financial Year are as follows:

Sr. no.	Particulars	Ratio as on 31 March 2024 in Rs.	Ratio as on 31 March 2023 in Rs.	% of change	Explanations
1.	Net Worth	(9.24)	(6.75)	36.94	Loss for FY 24 includes provision for taxes (Rs.307.80 lakhs) and Loss for FY 23 includes impairment to Fixed Assets(Rs.211.57 lakhs)

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

ANNUALRETURN:

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2022-23 is available on the web-link : https://www.ggdandekar.com/wp-content/uploads/2023/12/G-G-Dandekar-Properties-Limited-Annual-return-form-MGT-7-FY-22-23-pdf.pdf and the Annual Return for Financial Year 2023-24 will be made available on the website of the Company - www.ggdandekar.com once it is filed with the MCA.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Five (5) Meetings of the Board of Directors were convened and held on 10 April 2023, 30 May 2023, 08August 2023, 09November 2023 and06 February 2024. The intervening gap between the Meetings was within the period prescribed under the Act.

Date on which meeting was held	Total strength of the Board	Number of directors present
10 April 2023	5	5
30 May 2023	5	5
08 August 2023	5	5
09 November 2023	5	5
26 December 2023	5	5
06 February 2024	5	5

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors'' Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

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

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Act and Regulation 16(1)(b)& 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company has also received declarations from all the Independent Directors of the Company confirming that they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013 including amendments thereunder. The said Code is available on the Company''s website.

All the Independent Directors of the Company have enrolled themselves in the data bank with the ''Indian Institute of Corporate Affairs'', New Delhi, India and eligible Independent Directors have completed the proficiency test.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy that lays guidelines for selection and appointment of Directors, Key Managerial Personnel and Senior Management personnel together with their remuneration. The Nomination and Remuneration Policy is available on the website of the Company which can be accessed at https://www.ggdandekar.com/wp-content/uploads/2024/03/Nomination-and-Remuneration-Policv G.-G.-Dandekar-Properties-Limited.pdf

AUDITORS

a. Statutory Auditor

As per the provisions of Section 139 of Companies Act 2013, M/s C N K J M B S& Associates, Chartered Accountants, Pune was appointed in the 80th AGM held on 27.09.2019 for a period of five years. The tenure of the Auditors would be completed on the conclusion of the 85thAnnual General Meeting as contemplated by the provisions of Section 139 of the Companies Act, 2013. The Board of Directors in its meeting held on 30 May 2024, has recommended reappointment of the statutory auditors for next term of 5 years till conclusion of the 90th Annual General Meeting of the members of the Company.

The Company has received necessary certificate from the Statutory Auditors as required under Section 139(1) of the Companies Act, 2013 stating that their appointment is in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The auditor''s report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Partner -Kanj & Co LLP, Practicing Company Secretary (Membership No. FcS No. 2412 CP No. 1488) to undertake Secretarial Audit of the Company.

c. Cost Auditor

As per the provisions of Section 148 of the Companies Act, 2013 and Rules made thereunder, the Company is not required to maintain cost records and appoint cost auditor.

d. Internal Auditor

As per provisions of section 138 (1) of the Companies Act, 2013 and the applicable rules, the Company has appointed CA Aditya Pathak, Proprietor of M/s A. N. Pathak and Associates, (FRN139084W) as internal auditor for undertaking the internal auditor.

EXPLANATION ON COMMENTS OF STATUTORY AUDITORS'' AND SECRETARIAL AUDITORS'' REPORT:

Statutory Audit Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by M/s. C N K J M B S & Associates, Statutory Auditors, in their Audit report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules thereof including amendments thereunder.

Secretarial Audit Report

The Secretarial Audit Report submitted by Company Secretary in Practice according to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as ''Annexure I''.

Mr. Mahesh Athavale, Company Secretary in Practice in his Secretarial Audit Report has provided the observation/remark which is self-explanatory.

The following table shows the qualifications, reservations, or adverse remarks or disclaimers made in the Secretarial Audit Report for FY 2023-24 and the response of the management to the same:

Sr. No.	Observations of the secretarial auditor	Response of the management to the same
1.	The Company formulated in the year under report the orderly succession plan for appointment to the board of directors and senior management regulation 17(4) of SEBI (LODR) Regulations, 2015 in the meeting of Board of Directors held on August 8, 2023.	There was a change in Board of Directors and Compliance management personnel, during FY 2022-23, the Board of Directors became stable and orderly succession plan was worked out in due course of time and was adopted on 08 August 2023.
2.	The Company has not yet adopted risk assessment and minimization procedures as per Regulation 17(9)(a) and (b) of SEBI (LODR) Regulations, 2015.	The various presentations made at the meetings of Audit committee and Board of Directors from time to time are the procedures to inform the members of the Board of Directors about risk assessment and minimization procedures. The thorough discussions at meetings held at regular intervals are in our view sufficient to inform the members of the Board about the risks. When events occur which are not in ordinary course of business, specific discussion takes place, opinions from experts are placed before the Board members.
3.	The Chairperson of the Audit Committee was not present in the Annual General Meeting held on September 26, 2023. This is non-compliance of Regulation 18(d) of the SEBI (LODR) Regulations, 2015.	Due to some important travel plan and difference in the time zone of 2 countries, the Chairperson of audit committee could not attend the AGM held on 26 September 2023.
4.	There was a delay of one day in giving prior intimation to the stock exchange of Board Meeting held on May 30, 2023 for considering and approving audited standalone and consolidated financial results for the quarter and year ended March 31,2023 as required pursuant to Regulation 29(1) (a) of SEBI (LODR) Regulations, 2015.	Inadvertent delay.
5.	The Company intimated to the Stock Exchange the outcome of Board Meeting held on 30th May 2023 with a delay of 35 minutes beyond stipulated timeframe as mentioned in Regulation 30(6) of SEBI (LODR) Regulations, 2015.	The notes forming part of the financial statements were revised on the basis of discussion at the meeting therefore more time was required to submit the results along with revised notes with stock exchange.

Sr. No.	Observations of the secretarial auditor	Response of the management to the same
6.	There was delay of 6 hours and 42 minutes in submission of the proceedings of Annual General Meeting held on 26th September 2023 with Stock Exchange as per the stipulated timeframe under Regulation 30(6) of SEBI (LoDR) Regulations, 2015.	The scrutinizer’s report was awaited in order to submit outcome of the AGM - resolutions were passed or not was to determined based on scrutinizers report, therefore could not submit within prescribed time.
7.	The Company submitted information regarding loss of share certificates and issue of duplicate certificates received on April 13, 2023 and May 31, 2023 respectively to the Stock Exchange with a delay of 7 days and 40 days beyond the stipulated timeframe as per Regulation 39(3) of SEBI (LODR) Regulations, 2015.	Inadvertent delay.
8.	There was delay of 1 year 1 month from conclusion of six months from the change of activities of the Company, for changing the name of the Company in order to comply with Regulation 45 of SEBI (LoDr) Regulations, 2015.	The Company had been taking steps to change its name-due to technical issues related to Ministry of Corporate Affairs V3 portal, the company has made couple of unsuccessful attempts for reservation of proposed name. The company has prepared a draft application to be sent to SEBI regarding the matter. The same has been sent over mail for review/comments to your office.The company in its meeting of Board of Directors held on 30 May 2023 has passed a resolution for change in name subject to the approval of the shareholders to be obtained in due course.
9.	The Company did not procure and attach certificate from a Practicing Chartered Accountant as contemplated by Regulation 45(3) of the SEBI (LODR) Regulations, 2015 to the postal ballot notice issued to shareholders on June 28, 2023. The Company placed the certificate from Practicing Chartered Accountant before members in the postal ballot notice dated December 26, 2023.	Inadvertent non-compliance-the Company ratified the noncompliance by placing certificate from practicing company secretary before members in the postal ballot notice dated December 26, 2023.The Company received approval of members on January 25, 2024 and complied with the provision of the said regulation.
10.	The Company failed to comply with Section 108 of the Companies Act 2013 read with Rule 20 Companies (Management and Administration) Rules, 2014 and Regulation 47 of the SEBI (LODR) Regulations, 2015 as the Company had not published the Notice of the Annual General Meeting simultaneously with the submission of the same to the stock exchange in English language national daily newspaper and in one daily newspaper published in the language of the region, where the registered office of the Company is situated.	Inadvertent non-compliance.
11.	The Company failed to disseminate the disclosures in respect of the outcome of Board meeting dated August 08, 2023 and number of programs attended by independent directors during the period under review under Regulation 46(2) and regulation 30 (8) of SEBI (LODR) Regulations, 2015 on its website.	Details of familiarization programs imparted to the independent directors are available on website. However, during the period under review number of programs attended by independent directors (during the year and on a cumulative basis till date) was not included for certain period. Currently required details are available in the document placed on the website.
12.	The Company has filed few e-forms with the Ministry of Corporate Affairs website with payment of additional fees.	Inadvertent delay in filing.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loan or guarantee or security as contemplated by Section 186 of the Companies Act, 2013. Theinvestmentin property is continued: Suma Center, South and North wings on Floor 4 to Floor 6 (admeasuring about 30,000 sq. ft.) and South Wing on Floor 2 (admeasuring about 5,000 sq. ft.), Survey no. 8 13, CTS no. 1409 1410 Erandwane, Pune 411004.

Company has sold following investments in shares during the year under review

Date of Sale	Name	No of Shares	Sale Proceeds* (Rs. in Lakhs)
08-08-2023	Kirloskar Management Services Private Limited	3,75,000	62,92,500
08-08-2023	S. L. Kirloskar CSR Foundation	1,000	10,000
Total			63,02,500

Note:

Values of sale proceeds are given net of brokerage.

The Company has received payment against sale of shares as mentioned above. The profit earned by the Company from sale of investment was Rs. 25.42 Lakhs.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

The contracts or arrangements entered into by the Company with Related Parties during the financial year 2023-2024 were at arm''s length and in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015including amendments are applicable to the Company for FY 2023-24 as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy on Related Party Transactions as adopted by the Board is uploaded on the Company''s website. The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.

STATE OF COMPANY''S AFFAIRS:

Discussion on the state of Company''s affairs has been covered in the Management Discussion and Analysis Report.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered in Notes to the financial statements of the company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There was no material change in real estate activities between the date of balance sheet and date of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy and Technology Absorption:

Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as ''Annexure II’

B. Foreign exchange earnings and Outgo:

Sr. No.	Particulars	2023-24	2022-23
1.	Foreign Exchange earned in terms of actual inflows during the year	Nil	Nil
2.	Foreign Exchange outgo during the year in terms of actual outflows	Nil	Nil

RISK MANAGEMENT PLAN:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As on 31st March 2024, net worth of the Company is 46.69 croreswhich is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore.The provisions of section 135 of the Companies Act, 2013 arenon-applicable to the Company for FY 2023-24. The Board of Directors of the Company constituted the Corporate Social Responsibility committee on 30 May 2022however, it was not required to spend any amount on CSR activitiesin FY 2023-24.

In the meeting of Board of Directors held on 30 May 2024, the Board of Directors has unanimously resolved and dissolved the Corporate Social Responsibility committee.

BOARD EVALUATION:

Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee, and Stakeholders'' Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out is provided below.

Criteria for performance evaluation:

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Directors. The annual evaluation of Directors is made on the following criteria:

i. Attendance for the meetings, participation and independence during the meetings;

ii. Interaction with Management;

iii. Role and accountability of the Board and

iv. Knowledge and proficiency.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

Your Company has an associate company ''Navasasyam Dandekar Private Limited'' (NDPL). Your company holds 49% of equity share capital in the Associate Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has received audited financial results of the associate company (Navasasyam Dandekar Private Limited)for the year 2023-24and profit after tax is consolidated with the company''s financial results in proportion of company''s shareholding in associate company. Associate company has clocked a turnover of Rs. 2,800.27 Lakhs in the financial year ended on March 31st 2024 (previous year Rs. 3146.54 Lakhs), profit before tax is Rs. 72.76 Lakhs (previous year Rs. 291.83 Lakhs) and profit after tax is Rs. 55.21 Lakhs (previous year Rs. 236.22 Lakhs).

On May 25, 2021 the Company invested Rs. 380.01 Lakh in associate company& was allotted 14,989 nos, 6% Compulsorily Convertible (Non-Cumulative) Preference Shares of NDPL having face value of Rs.100/- per share at premium of Rs. 2,435.28/- per share aggregating to Rs. 380.01 Lakh.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business and the Company continues to operate in real estate leasing activities only.

DEPOSITORY SYSTEM

Your Company''s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31,2024, 96 % of the equity shares of the Company were held in dematerialised form.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 2023-24:

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies Act, Mr. Pranav Deshpande (DIN: 06467549) will retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The resolution seeking Members'' approval for his re-appointment forms part of the AGM

Notice. The Board of Directors of your Company has recommended his appointment at the ensuing AGM.

During the year under review, no new director or KMP was appointed, however, after end of financial year under review, based on the recommendation of the Nomination and Remuneration Committee and Board of Directors:

1. Mr. Purab Gujar (DIN: 01186763) was appointed as an Additional Director Non-Executive Non-independent Directorand he was designated as Chairperson of the Board of Directors w.e.f. 30.05.2024.

2. Mrs. Vibha Surana (DIN: 08017202) was appointed as an Additional Director Non-Executive Non-independent Director w.e.f. 30.05.2024.

The Board of Directors recommend the members to approve appointments of Mr. Purab Gujar and Mrs. Vibha Surana at the ensuing 85th Annual General Meeting.

During the year under review, no director or KMP resigned from the posts, however, after end of financial year under review:

1. Mr. Pawan Rathi, Independent Director ceased to be Independent Director w.e.f. 16.05.2024due to completion of his tenure on 15.05.2024. The Company received letter from him expressing his unwillingness to get re-appointed. The said letter was filed with BSE Limited on 15.05.2024.

2. Mrs. Smita Raichurkar, Non-Executive Non-independent Director, resigned as Director w.e.f. 30.05.2024 due to her pre-occupation.

The Board is of the opinion that Mr. Sanket Deshpande and Mr. Rahul Kothari, the Independent Directors appointed during the year, fulfil the conditions specified in the Companies Act, 2013 and the Rules thereunder and also possess requisite expertise and experience (including the proficiency) and they are persons of high integrity so as to enable the Board to discharge its functions and duties effectively.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, from the public, or its employees, etc. during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

The Company has not received any significant or material order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Company''s operations in future.

The Company has neither made application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

BOARD COMMITTEES:

Your Company has in place the following Committees under the provisions of the Companies Act, 2013. There are currently four committees of the Board, namely:

¦ • Audit Committee

¦ • Nomination & Remuneration Committee

¦ • Stakeholders'' Relationship Committee

¦ • Corporate Social Responsibility Committee (dissolved w.e.f. 30 May 2024)

The composition of the above Committees of the Board is available on the website of the Company at the link http://www.ggdandekar.com/about-u/

During the year under review, the Board has accepted all the recommendations given by the Committees of the Board, which are mandatorily required.

INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at ''Annexure III'' to this report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (''the Policy''). This Policy provides a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations or any other instance.

No person has been denied access to the Audit Committee in this regard. There were no complaints filed / pending with the Company during the year.

The policy has also been uploaded on the Company''s website.Web-link to access the same is below: https://www.ggdandekar.com/wp-content/uploads/2024/03/Whistle-Blower-Policy G.-G.-Dandekar-Properties-Limited.pdf FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors of the Company are made aware of their role, rights and responsibilities at the time of their appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Further copies of ''Code of Conduct for the Board of Directors and Senior Management of the Company'', ''Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and Immediate Relatives

of Designated Persons of the Company'', ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information of the Company'' (Code of Conducts) and Policies adopted by the Board as per regulatory provisions are made available to Independent Directors at the time of joining.

The details of the familiarization program have been put on the website of the Company which can be accessed at https://www.ggdandekar.com/wp-content/uploads/2024/05/Familiarization-programme-for-independent-directors v1.pdf

CODEOF CONDUCT

The Company has laid down a Code of Conduct for all the Board members and Senior Management Personnel. The Code of Conduct is available on the Company''s website, which can be accessed athttps://www.ggdandekar.com/wp-content/uploads/2024/03/Code-for-Board-of-Directors-and-Senior-Management G.-G.-Dandekar-Properties-Limited.pdf

All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct. A declaration to this effect signed by the Executive Director forms part of this Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has obtained Directors'' and Officers'' liability insurance coverage in respect of any legal action that might be initiated against Directors / officers of the Company.

CASH FLOW

A cash flow statement for the year ended 31st March 2024 is attached to the Balance Sheet as a part of Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formed CSR committee however, the provisions of section 135 read with Schedule VII of the Companies Act, 2013 related to spending a prescribed amount on CSR activities was not applicable during the year under review.

CORPORATE GOVERNANCE:

As per Regulation 15(2), compliances under Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 continued to be applicable to the Company for FY 2023-2024.

The Company during the year under review complied with the same except the following:

1. The orderly succession plan for appointment to the Board of Directors and senior management was adopted on August 8, 2023.

2. Risk Management framework has been formulated; however, risk assessment and minimization procedures are yet to be adopted.

3. Absence of the Chairperson of the Audit Committee at the Annual General Meeting held on September 26, 2023 due to unavoidable reason.

4. During the year under review, the break-up of number of familiarization programs attended by independent directors in during the year and on a cumulative basis till date was not available for a period on the website.

In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance along with a Compliance Certificate issued by the practicing company secretary is attached as Annexure A to the said report and forms part of the Annual Report.

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

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 & 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.

No complaints were received during the year 2023-24.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

The particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 including amendments thereunder, forms part of this report. In terms of Section 136 (1) of the Companies Act, 2013 & Rules thereof including amendments thereunder, the Directors'' Report is being sent to the shareholders without this Annexure. A copy of this annexure will be made available in electronic form to the Members on request raised by them on the dedicated email id of the Company at [email protected].

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Whole-time Director of the company from its holding or subsidiary company during the FY 2023-24 requiring the disclosure under section 197(14) of the Companies Act, 2013.

EVENT-BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule 12(9), and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees, and bankers, during the year under the report.

For and on behalf of the Board of Directors

Purab Gujar Pranav Deshpande Sanket Deshpande

Chairperson Non-Executive Director Executive Director Independent Director

DIN:01186763 DIN: 06467549 DIN: 03383916

Address: Dhanashree Society, Address: 181, Sanjeevan Society, Address: New Manisha Nagar,

Karve Nagar, Pune 411052 Sahakar Nagar, Pune 411009 Kalyan West- Mumbai 421301

Place : Pune Date : 25 July 2024

---

Mar 31, 2023

Your Directors have the pleasure of presenting the 84th Annual Report with the Audited Statement of Accounts of the Company for the year ending 31st March 2023.

FINANCIAL PERFORMANCE (Amt in Rs. Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	286.41	1,994.08	286.41	1,994.08
Profit/(Loss) before exceptional items and tax	(440.46)	1,808.30	(440.46)	1,808.30
Exceptional Items	-	-	-	-
Profit before tax	(440.46)	1,808.30	(440.46)	1,808.30
Tax Expense (Current and Deferred Tax)	(10.37)	75.53	(10.37)	75.53
Net Profit/(Loss) after Tax	(430.09)	1,645.33	(430.09)	1,645.33
Share of Profit of Associate Company	-	-	119.578	2.85
Net Profit/(Loss) for the period	(430.09)	1,645.33	(310.51)	1,648.16
Other Comprehensive Income	84.06	(97.97)	84.06	(97.97)
Total Comprehensive Income for the year, net of tax	(346.03)	1,547.36	(226.45)	1,550.18

Note: Consolidated results show the company''s share in the net profit of the associate company,viz. Navasasyam Dandekar Private Limited. DIVIDEND

Considering the Company''s financial performance, growth plans and related funding requirements, your Directors do not recommend any dividend for the financial year 2022-23.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

1. This section includes discussion on the following matters within the limits set by the Company''s Competitive position:

(A) OVERVIEW

G. G. Dandekar Machine Works Limited (The Company) is addressing real estate business.

The Company during the year under review purchased pre-leased commercial property at prime location in Pune city. The property is generating steady lease rental income for the company.

Considering the developments in the economic and commercial environment, the Company has diversified into real estate and leasing of property business by making modification in the object clause of Memorandum of the Company. The change in the object clause in the previous financial year helped the company in securing moderate to lucrative business opportunities. The change will help in generating steady returns over the long term, which shall ensure consistent value creation for the members of the company. The Company foresees appreciation in the value of land and real estate based on the rise in demand for real estate spaces, which may positively impact the financial performance of the Company.

Associate Company:

The company has an associate company which was formed as joint venture company with subject experts who brought in with them rich industry experience in non-rice segment. The associate company has shown positive results and gains for the company. It has helped company to graduate from rice milling machinery business to various other grains, legumes, and spices etc.

At the beginning of the year, the Company was operating in 2 verticals namely manufacturing of machinery and commercial real estate.

During the year since 20 February 2023, the Board of Directors of the company decided to discontinue the manufacturing activities at Butibori plant in Nagpur.

The Company now operates in one vertical commercial real estate - leasing of property.

(B) INDIAN ECONOMY

Despite the three shocks of COVID-19, Russian-Ukraine conflict and the Central Banks across economies led by Federal Reserve responding with synchronized policy rate hikes to curb inflation, leading to appreciation of US Dollar and the widening of the Current Account Deficits (CAD) in net importing economies, agencies worldwide continue to project India as the fastest-growing major economy at 6.5-7.0 per cent in FY23.

India''s economic growth in FY23 has been principally led by private consumption and capital formation and they have helped generate employment as seen in the declining urban unemployment rate and in the faster net registration in Employee Provident Fund. Moreover, World''s second-largest vaccination drive involving more than 2 billion doses also served to lift consumer sentiments that may prolong the rebound in consumption. Still, private capex soon needs to take up the leadership role to put job creation on a fast track.

The following were some of the highlights of state of Indian Economy during FY 2022-23:

• Recovering from pandemic-induced contraction, Russian-Ukraine conflict and inflation, Indian economy is staging a broad-based recovery across sectors, positioning to ascend to the pre-pandemic growth path in FY23.

• Private consumption in H1 is highest since FY15 and this has led to a boost to production activity resulting in enhanced capacity utilization across sectors.

• The Capital Expenditure of Central Government and crowding in the private Capex led by strengthening of the balance sheets of the Corporates is one of the growth drivers of the Indian economy in the current year.

• The credit growth to the MSME sector was over 30.6 per cent on average during Jan-Nov 2022.

• Retail inflation is back within RBI''s target range in November 2022.

• Indian Rupee performed well compared to other Emerging Market Economies in Apr-Dec2022.

• Direct Tax collections for the period April-November 2022 remain buoyant.

• Enhanced Employment generation seen in the declining urban unemployment rate and in the faster net registration in Employee Provident Fund.

• India''s GDP growth is expected to remain robust in FY24. GDP forecast for FY24 to be in the range of 6-6.8 %.

(C) INDUSTRY STRUCTURE AND DEVELOPMENT

Real Estate is one of the industries with the highest international recognition. It is divided into four sub-sectors: residential, retail, hotel, and commercial. The expansion of this sector is largely supported by the expansion of the business environment and the need for office space, as well as urban and semi-urban housing.

The Indian real estate market is growing at a rapid pace. It is expected to increase to US$ 1 trillion in 2030 from US$ 200 million in 2021, making it the third largest globally. The real estate sector contributed around 7% to India''s GDP in FY 2018-19, and its share is expected to advance to about 13% in 2025. The sector has robust forward and backward linkages with core sectors of the economy, namely, steel, cement, and other building materials, which directly/indirectly impacts 270 industries.

The commercial real estate market in India is well organized and highly competitive. Rising economy, digitalization, growth in the IT/ ITeS sector and varied government reforms (industrial corridors, FDI policy, RERA, REITs) have resulted in higher demand for the commercial real estate space. Global investment poured in as the government relaxed FDI norms, promoting the development of malls and other organized retail spaces. At the same time, the digital economy and e-commerce attributed to a demand for coworking office spaces, smart warehousing, and logistics hubs.

(D) OPPORTUNITIES AND THREATS

The demand for commercial real estate has increased as a result of the booming economy and the returning workers to offices, as was previously said however with another issue that is becoming more significant is the rise of co-working spaces. Innovative office space ideas, business-friendly efforts and top-notch amenities for tenants are further factors driving the increase indemand.

Due to the removal of limits connected to the pandemic, vacancies in Grade A offices are now returned to being stable compared to the previous two years. JLL predicts that due to rising demand, the Grade A office market would reach 1.2 billion square feet by 2030.

Commercial real estate leases are typically long-term, and every three years, the rental rate increases by 15%, making it profitable for developers. This has fueled the creation of a number of new office space projects that are currently under construction and will be open soon.

Threat related real estate industry include following amongst others:

1. Political uncertainty - the change in leadership affects heavily the taxation system which has link to the real estate sector. When the political scenario changes leadership economic environment gets influenced. A war between the countries may affect the real estate industry.

2. Interest rates- when interest rates rise, it has firm impact on real estate markets. This rise will reduce the demand amongst the customers.

3. Economy and affordability - when the economy goes down, the affordability of the potential customer also goes down which in turn affects the growth of real estate industry.

4. Natural disaster-When natural disaster occurs, it affects thereal estate industry adversely.

(E) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

In the year 2022-23, the Company has purchased pre-leased commercial property in Pune which is a rapidly developing city and counted among the best urban infrastructure in India. It is ranked second in the Ease of Living Index 2020 by the Ministry of Housing and Urban Affairs in India. It was ranked highest among all Indian cities by Mercer''s 21st Annual Quality of Living Rankings in 2019 and ranked seventh in terms of per capita income. The city''s real estate sector growth is driven by IT, education, automobile, and manufacturing sectors. India''s Smart Cities Mission has driven the growth of Pune''s urban infrastructure. Investments valued at more than Rs. 650 Bn are expected to be infused over eight years for establishing metro rail links, a new airport terminal, and a ring road.

Your company operates in 1 segment only with effect from 20 February 2023- real estate leasing of property

(F) OUTLOOK

Commercial Real Estate in India:

India''s commercial real estate market has been steadily growing, and the rise of small and medium real estate land developers and a segment of institutional capital has acted as a catalyst for the sector. Additionally, the development of robust office infrastructure has increased the country''s economic activity, creating opportunities for real estate-focused startups.

Pune is a rapidly growing city in Maharashtra with a thriving economy and a strong presence in the IT, manufacturing, and automobile industries. It is home to many large corporations, including Amazon, TATA, and Infosys, making it an ideal location for commercial real estate investments.

The demand for commercial property in Pune for sale is rising. With upcoming properties offering a range of options for investors. From commercial shops for sale in Pune to large office spaces, there are plenty of opportunities to tap into. Real estate Pune developers also focus on building robust office infrastructure to meet the growing demand from occupiers.

India''s population is expected to be 1.52 Bn by 2036 with a 70% increase in the urban areas. India''s urban population is expected to grow from 35% in 2022 to 39% by 2036, driving the growth of the real estate sector. India has more than 50% of the population below the age of 25 and more than 65% of the population below the age of 35. This demographic advantage is expected to translate into increased real estate demand.

The Government of India allowed FDI up to 100% in the Indian real estate sector, which is expected to attract increasing investments.

The pandemic-infused trends coupled with low-interest rates, affordability, and other favorable factors harnessed the positive sentiments in these markets resulting in growing property sales.

(G) RISK AND CONCERNS

The Company has commenced business of leasing of property in the FY 2022-23. Though this business in the evolving stage, following risks are identified:

• Geographic risk - The Company''s focus on a few areas could affect growth.

• Funding risk -It did not have any borrowings till Q1 of FY 2022-23. The Company has availed loan of Rs. 4.7 crore to acquire property in FY 22-23- in the month of August 2023. The Company has a strong debt-equity ratio.

• Competition risk - The Company''s expertise in project planning and execution, along with the expertise of its directors, makes it an ideal choice. We are looking at a development offering that includes commercial spaces in real estate segment.

Your Board is conscious of these risks and will take adequate measures to mitigate the risks before considering any further investments in development of projects.

(H) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

(I) COMPANY''S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Standalone:

During the financial year under review, your company has achieved turnover of Rs. 250.89 Lakhs (previous year NIL). The Loss before exceptional items and tax for the period is Rs. (83. 92)Lakhs (as against Profit of Rs. 1,808.28Lakhs during FY 2021-22). The net loss for the period is Rs.(430.09) Lakhs (as against net profit Rs. 1645.31 Lakhs during FY 2021-22).

Consolidated (Includes PAT of Associate Company proportionate to Company share):

During the financial year under review, your company has achieved turnover of Rs. 250.89 Lakhs (previous year NIL). The loss before exceptional items and tax for the period is Rs. (83. 92) Lakhs (as against profit of Rs. 1,808.28Lakhs during FY 2021-22). The net loss for the period is Rs. (310.51) Lakhs (as against net profit Rs. 1,648.16 Lakhs during FY 2021-22).

(J) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED

During the year under review, the Executive Director, the CFO and compliance officer resigned from their posts and new candidates joined these positions. The Company seeks to recruit and retain quality industry professionals and provide them with a performance oriented environment.

During the financial year, total workforce of the Company stands at 4.

(K) ENVIRONMENT

The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

(L) CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

(M) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company''s shares are listed.

(N) SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2023, the Company has consolidated the accounts by taking into consideration the financials of Navasasyam Dandekar Private Limited, an associate company of the Company.

There are no companies that have become or ceased to be subsidiaries, joint ventures, or associate companies of the Company during the year.

The Board presents Audited Standalone & Consolidated Financial Statements as prepared in compliance with the Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(O) DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratios, along with detailed explanation therefore:

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratio, along with detailed explanation therefore:

Sr. No.	Particulars	Ratio as on 31 March 2023 Rs. in Lakhs	Ratio as on 31 March 2022 Rs. in Lakhs	% of Change	Explanations if any
1.	Debtors'' Turnover*	63.09	11.27	459.8	New Segment - Real Estate started during FY 23. Rentals from tenants collected in advance.
2.	Creditors'' Turnover*	0.00	0.36	100	Reduction in Purchases, discontinued operations of manufacturing activities
3.	Inventory Turnover*	3.45	1.86	85	Reduction in inventory, Inventory as on 31.03.2023 is Nil.
4.	Interest Coverage Ratio	1.52	NA	NA	The Company have interest cost on its borrowing.
5.	Current Ratio*	5.35	65.63	91.8	Decrease in assets due to sale of quoted investments.
6.	Debt Equity Ratio*	0.09	NA	NA	The Company has debt raised during the year ender review.
7.	Return on Capital employed	(0.08)	0.31	(127.3)	Loss for FY 23 includes impairment to Fixed Assets (Rs.211.57 lakhs) and Profit for FY 22 includes profit on sale of Land and Building
8.	Return on investment	1.39	0.19	631.6%
9.	Return on Equity Ratio	(0.08)	0.35	(123.2)
10.	Net Profit Margin* (%)	(141.39)	76.94	(283.8)
11.	Operating Profit Margin (%) continued operations	(0.56)	0.91	(161.7)	The company during the year under review discontinued its manufacturing activities. Reduction in the ratios due to current year''s loss as compared to last year. Profit for FY 22 includes profit on sale of Land and Building.
12.	Operating Profit Margin (%) dis-continued operations	(20.05)	(0.61)	3210.2

Note: Last year figures are re-grouped/updated as necessary.

* Calculated in accordance with the Guidance Note issued by ICAI on Ind AS and Schedule III of the Companies Act 2013. Previous year numbers are restated accordingly.

There are no sector specific equivalent ratios for disclosure by the Company.

During the year, the Company borrowed sum of Rs. 4,70,000/- (Rupees Four Crore Seventy Lakhs Only) from the Axis Bank Ltd. during the quarter July-September 2022.

RETURN ON NET WORTH:

Details of change in Return on Net Worth as compared to the immediately previous Financial Year are as follows:

Sr. No.	Particulars	Ratio as on 31 March 2023 Rs. in Lakhs	Ratio as on 31 March 2022 Rs. in Lakhs	% of Change	Explanations
1	Net Worth	(6.75)	28.27	(123.87)	Loss for FY 23 includes impairment toFixed Assets (Rs.211.57 lakhs) and Profit for FY 22 includes profit on sale of Land and Building.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

ANNUALRETURN:

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2021-22 is available on the web-link http://www.ggdandekar.com/wp-content/uploads/2023/04/Annual-return-Form_MGT_7-FY-21-22.pdf and the Annual Return for Financial Year 2022-23 will be made available on the website of the Company - www.ggdandekar.com once it is filed with the MCA.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Nine (9) Meetings of the Board of Directors were convened and held on 06 April 2022, 30 May

2022, 28 June 2022, 08August 2022, 12 August 2022, 25 August 2022, 10 November 2022, 06 February 2023 and 20 February

2023. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors'' Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2023 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

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

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Act and Regulation 16(1)(b)& 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence as laid downunder Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company has also received declarations from all the Independent Directors of the Company confirming that they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013 including amendments thereunder. The said Code is available on the Company''s website.

All the Independent Directors of the Company have enrolled themselves in the data bank with the ''Indian Institute of Corporate Affairs'', New Delhi, India and eligible Independent Directors have completed the proficiency test.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy that lays guidelines for selection and appointment of Directors, Key Managerial Personnel and Senior Management personnel together with their remuneration. The Nomination and Remuneration Policy is available on the website of the Company which can be accessed at http://www.ggdandekar.com/wp-content/uploads/2023/05/Nomination-and-Remuneration-Policy_GGD.pdf

AUDITORS

a. Statutory Auditor

As per the provisions of Section 139 of Companies Act 2013, M/s C N K J M B S& Associates, Chartered Accountants, Pune was appointed in the 80th AGM held on 27.09.2019 for a period of five years. The tenure of the

Auditors would be completed on the conclusion of the 85thAnnual General Meeting as contemplated by the provisions of Section 139 of the Companies Act, 2013.

The Company has received necessary certificate from the Statutory Auditors as required under Section 139(1) of the Companies Act, 2013 stating that their appointment is in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditor''s report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Partner - Kanj & Co LLP, Practicing Company Secretary (Membership No. FCS No. 2412 CP No. 1488) to undertake Secretarial Audit of the Company.

c. Cost Auditor

As per the provisions of Section 148 of the Companies Act, 2013 and Rules made thereunder, the Company is not required to maintain cost records and appoint cost auditor.

d. Internal Auditor

As per provisions of section 138 (1) of the Companies Act, 2013 and the applicable rules, the Company has appointed CAAditya Pathak, Proprietor of M/s A. N. Pathak and Associates, (FRN139084W) as internal auditor for undertaking the internal auditor.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDITORS'' REPORT:

Statutory Audit Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by M/s. C N K J M B S & Associates, Statutory Auditors, in their Audit report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules thereof including amendments thereunder.

Secretarial Audit Report

The Secretarial Audit Report submitted by Company Secretary in Practice according to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as ''Annexure I''.

Mr. Mahesh Athavale, Company Secretary in Practice in his Secretarial Audit Report has provided the observation/remark which is self-explanatory.

The following table shows the qualifications, reservations, or adverse remarks or disclaimers made in the Secretarial Audit Report for FY 2022-23 and the response of the management to the same:

Sr. No.	Observations of the secretarial auditor	Response of the management to the same
1.	There is delay of 122 days in appointment of a Compliance Officer of the Company during the period under review as required under the Regulation 6(1) of SEBI (LODR) Regulations, 2015.	There was delay of 122 days in appointment of Compliance Officer. The management was taking efforts to recruit qualified company secretary. The management will avoid such instance in future.
2.	The Company has failed to file with the Stock Exchange, a statement for the quarter ended 30th September, 2022 within stipulated time frame as required under the Regulation 13(3) of SEBI (LODR) Regulations, 2015	There was delay of 19 days in filing statement of investor complaints with BSE within twenty one days from the end of quarter ended 30th September 2022. Inadvertent delay in filing the statement due to non-appointment of full time Company Secretary. The management will avoid such instance in future.

Sr. No.	Observations of the secretarial auditor	Response of the management to the same
3.	The Company has failed to formulate a Plan for orderly succession for appointment to the board of directors and senior management as required under the Regulation 17(4) c of SEBI (LODR) Regulations, 2015	During the financial year 2022-23, there have been quite some changes in the management of the Company. The Executive Director was appointed for a term of 3 years on 06 April 2022. Thereafter, the Company Secretary, the Chief Financial Officer resigned from their posts and new CS and CFO were appointed in November 2022 and February 2023 respectively. During the year, 1 of the Independent Directors resigned from his post and 2 new independent directors were appointed on 06 February 2023. The Committees of Board of Directors were re-constituted due to the said changes. After the said changes in the Board of Directors and committees of the same, the Board of Directors has become stable and orderly succession plan has been adopted in the meeting of Board of Directors held on 08 August 2023.
4.	The Company has failed to intimate Stock Exchange the outcome of the Board meeting held on 30th May, 2022 within the stipulated time frame as required under the Regulation 30(6) of SEBI (LODR) Regulations, 2015	Delay of 10 minutes in submitting outcome of the Board Meeting held for approval of financial results for the Quarter and year ended as on 31st March, 2022. The management will avoid such instance in future
5.	The Company has changed its main objects however, it has not changed its name within a period of six months from the change of activities. The Company has failed to comply with the Regulation 45 of SEBI (LODR) Regulations, 2015	The Company had been taking steps to change its name- due to technical issues related to Ministry of Corporate Affairs V3 portal, the company has made couple of unsuccessful attempts for reservation of proposed name. The Company had initiated the process however due to technical issues faced while filing the e-forms, the same is still under process.
6.	The Company has failed to disseminate the details of familiarization programs imparted to independent directors and disclosures on its website as required under the Regulation 46(2) of SEBI (LODR) Regulations, 2015	It is available on the website as on date of signing this report.
7.	The Company has filed few e-forms with the Ministry of Corporate Affairs website with payment of additional fees.	The Company faced technical issues while filing some e-forms. The Company has filed few e-forms with additional fees. The management will be careful going forward to avoid such incidences.
8.	We further report that the company is in process to device and implement the adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.	The management is taking steps to raise the compliance level.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loan or guarantee or security as contemplated by Section 186 of the Companies Act, 2013. Your Company has made investment in property during the financial year under review. Your company purchased following commercial property in Pune:

Suma Center, South and North wings on Floor 4 to Floor 6 (admeasuring about 30,000 sq. ft.) and South Wing on Floor 2 (admeasuring about 5,000 sq. ft.), Survey no. 8 13, CTS no. 1409 1410 Erandwane, Pune 411004.

Company has sold following investments in shares during the year under review

Date of Sale	Name	No of Shares	Sale Proceeds* (Rs. in Lakhs)
07-04-2022	Lakshmi Machine Works Ltd.	285	28,48,009
12-05-2022	Gujarat Gas Limited	17,000	92,94,545
16-05-2022	CRISIL Ltd.	6,224	2,27,77,832
19-05-2022	CRISIL Ltd.	5,487	2,01,06,518
20-05-2022	Indraprastha Gas Limited	57,420	2,13,94,135
23-05-2022	CRISIL Ltd.	1,785	4,11,24,672
	Indraprastha Gas Limited	50,000
	Marico Ltd.	29,950
24-05-2022	CRISIL Ltd.	2,094	1,16,63,939
	ICRA Ltd.	1,000
26-05-2022	ICRA Ltd.	1,000	2,22,60,884
	Indraprastha Gas Limited	50,000
27-05-2022	ICRA Ltd.	1,450	1,83,60,585
	Indraprastha Gas Limited	34,014
30-05-2022	ICRA Ltd.	1,451	2,45,01,946
	Indraprastha Gas Limited	50,000
31-05-2022	Indraprastha Gas Limited	49,941	1,90,98,952
	Total		21,34,32,017.00

*Note: Values of sale proceeds are given net of brokerage.

The Company has received payment against sale of shares as mentioned above. The profit earned by the Company from sale of investment was Rs. 79.23 Lakhs.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

The contracts or arrangements entered into by the Company with Related Parties during the financial year 2022-2023 were at arm''s length and in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015including amendments are applicable to the Company for FY 2022-23 as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy on Related Party Transactions as adopted by the Board is uploaded on the Company''s website. The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.

STATE OF COMPANY''S AFFAIRS:

Discussion on the state of Company''s affairs has been covered in the Management Discussion and Analysis Report.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered in Notes to the financial statements of the company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

The members of the Company through postal ballot e-voting conducted between 03 July 2023 to 01 August 2023 (both days inclusive) approved the special resolutions for change in the name of the Company from existing name “G. G. Dandekar Machine Works Limited” to “G. G. Dandekar Properties Limited” and alteration to the Memorandum of Association and the Articles of Association of the company consequent to the change in the name.

The approval from the Registrar of Companies to the change in name in under processing as on date of signing this report.

Sale of Assets:

Your Company has sold the following assets.

Date of Sale	Particulars	Sale Proceeds (Rs. in Lakhs)
08 May 2023	Plant and Machinery	19.44
	Total	19.44

Real Estate Activity:

There was no material change in real estate activities between the date of balance sheet and date of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy and Technology Absorption:

Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as ''Annexure II''

B. Foreign exchange earnings and Outgo:

Sr. No.	Particulars	2022-23	2021-22
i)	Foreign Exchange earned in terms of actual inflows during the year	Nil	Nil
ii)	Foreign Exchange outgo during the year in terms of actual outflows	Nil	Nil

RISK MANAGEMENT PLAN:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As on 31st March 2023, net worth of the Company is 51.08 crores which is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore. The provisions of section 135 of the Companies Act, 2013 are non-applicable to the Company for FY 2023-24. The Board of Directors of the Company constituted the Corporate Social Responsibility committee on 30 May 2022 however, it was not required to spend any amount on CSR activities in FY 2022-23.

BOARD EVALUATION:

Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee, and Stakeholders'' Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out is provided below.

Criteria for performance evaluation:

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Directors. The annual evaluation of Directors is made on the following criteria:

i. Attendance for the meetings, participation and independence during the meetings;

ii. Interaction with Management;

iii. Role and accountability of the Board and

iv. Knowledge and proficiency.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

Your Company has an associate company ''Navasasyam Dandekar Private Limited'' (NDPL). Your company holds 49% of equity share capital in the Associate Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has received audited financial results of the associate company (Navasasyam Dandekar Private Limited) for the year 2022-23 and profit after tax is consolidated with the company''s financial results in proportion of company''s shareholding in associate company. Associate company has clocked a turnover of Rs. 3146.54 Lakhs in the financial year ended on March 31st 2023 (previous year Rs. 1897.10 Lakhs), profit before tax is Rs. 291.83 Lakhs (previous year Rs. 8.92 Lakhs) and profit after tax is Rs. 236.22 Lakhs (previous year Rs. 3.65 Lakhs).

On May 25, 2021 the Company invested Rs. 380.01 Lakh in associate company & was allotted 14,989 nos, 6% Compulsorily Convertible (Non-Cumulative) Preference Shares of NDPL having face value of Rs.100/- per share at premium of Rs. 2,435.28/-per share aggregating to Rs. 380.01 Lakh.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been change in the nature of business from operating in manufacturing activities and real estate leasing activities to operating only in real estate leasing activities. The manufacturing activities at Butibori Plant, Nagpur were discontinued from the closing of business hours 20 February 2023.

As a result of discontinuation of manufacturing activities, the Company currently has commercial real estate only as its operations.

DEPOSITORY SYSTEM

Your Company''s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2023, 96 % of the equity shares of the Company were held in dematerialised form.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 2022-23:

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies Act, Mr. Pranav Deshpande (DIN: 06467549) will retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The resolution seeking Members'' approval for his re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended his appointment at the ensuing AGM.

During the year under review, Mr. Mangesh Joshi (DIN: 07244555) Resigned as an Executive Director w.e.f. 06.04.2022. The Board places on record its sincere appreciation and gratitude for his contribution during his tenure as Executive Director of the Company. He also ceased to a member of Stakeholders Relationship Committee of the Board of Directors.

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Pranav Deshpande (DIN: 06467549) was appointed as an Additional Director and designated as an Executive Director & Key Managerial Personnel w.e.f. 06.04.2022 for 3 (three) years. The company has approved these appointments vide an ordinary resolution and a special resolution respectively passed through postal ballot on 03.07.2022.

During the year under review, Ms. Sayali Yengul tendered her resignation w.e.f. 19.07.2022 as Company Secretary and compliance officer (Key Managerial Personnel) and Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Ms. Ashwini Paranjape was appointed as Company Secretary and Compliance officer (Key Managerial Personnel) w.e.f. 10.11.2022.

During the year under review, Mrs. Anagha Kulkarni resigned as Chief Financial Officer & Key Managerial Personnel of the Company w.e.f. 22.11.2022 and Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Pankaj Parkhi was appointed as Chief Financial Officer & Key Managerial Personnel of the Company w.e.f. 06.02.2023.

During the year under review Mr. Saurabh Patwardhan, Independent Director resigned w.e.f. 06.02.2023 due to professional and family commitments. The Company has received confirmation from Mr. Patwardhan that there is no other material reason for his resignation other than those mentioned in his resignation letter dated 06.02.2023. The resignation letter & confirmation letter were filed with BSE Limited on 06.02.2023.

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, appointed Mr. Sanket Deshpande (DIN:03383916) and Mr. Rahul Kothari (DIN:09827124) as the Independent Directors w.e.f. 06 February 2023. The appointment of Mr. Sanket Deshpande and Mr. Rahul Kothari as Independent Director(s) was approved by the members of the Company at the Extra-Ordinary General Meeting held on 05 May 2023.

The Board is of the opinion that Mr. Sanket Deshpande and Mr. Rahul Kothari, the Independent Directors appointed during the year, fulfil the conditions specified in the Companies Act, 2013 and the Rules thereunder and also possess requisite expertise and experience (including the proficiency) and they are persons of high integrity so as to enable the Board to discharge its functions and duties effectively.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, from the public, or its employees, etc. during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

The Company has not received any significant or material order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Company''s operations in future.

The Company has neither made application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

BOARD COMMITTEES:

Your Company has in place the following Committees under the provisions of the Companies Act, 2013. There are currently four committees of the Board, namely:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

The composition of the above Committees of the Board is available on the website of the Company at the link http://www.ggdandekar.com/about-u/

During the year under review, the Board has accepted all the recommendations given by the Committees of the Board, which are mandatorily required.

INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at ''Annexure III'' to this report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (''the Policy''). This Policy provides a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations or any other instance.

No person has been denied access to the Audit Committee in this regard. There were no complaints filed / pending with the Company during the year.

The policy has also been uploaded on the Company''s website. Web-link to access the same is below: http://www.ggdandekar.com/wp-content/uploads/2023/05/Whistle-Blower-Policy_GGD.pdf FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors of the Company are made aware of their role, rights and responsibilities at the time of their appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Further copies of ''Code of Conduct for the Board of Directors and Senior Management of the Company'', ''Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and Immediate Relatives of Designated Persons of the Company'', ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information of the Company'' (Code of Conducts) and Policies adopted by the Board as per regulatory provisions are made available to Independent Directors at the time of joining.

The details of the familiarisation program have been put on the website of the Company which can be accessed at http://www.ggdandekar.com/wp-content/uploads/2023/02/Familiarization-programme-for-independent-directors.pdf

CODEOFCONDUCT

The Company has laid down a Code of Conduct for all the Board members and Senior Management Personnel. The Code of Conduct is available on the Company''s website, which can be accessed at http://www.ggdandekar.com/wp-content/uploads/2023/04/Code-for-Board-of-Directors-Senior-Management_GGD-30.05.2022.pdf

All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct. A declaration to this effect signed by the Executive Director forms part of this Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has obtained Directors'' and Officers'' liability insurance coverage in respect of any legal action that might be initiated against Directors / officers of the Company.

CASH FLOW

A cash flow statement for the year ended 31st March 2023 is attached to the Balance Sheet as a part of Financial Statements. CORPORATE SOCIAL RESPONSIBILITY

The Company has formed CSR committee however, the provisions of section 135 read with Schedule VII of the Companies Act, 2013 related to spending a prescribed amount on CSR activities was not applicable during the year under review.

CORPORATE GOVERNANCE:

As per Regulation 15(2), compliances under Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (I) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

As per Standalone Audited Financial Statements as on 31st March 2022, the paid-up capital of the Company is Rs. 47,61,387/-and the Net worth is Rs. 35,20,44,314/-. Hence, the above regulations became applicable to the Company for FY 2022-2023.

In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance along with a Compliance Certificate issued by a practicing company secretary is attached and forms part of the Annual Report.

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

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 & 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.

No complaints were received during the year 2022-23.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

The particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereunder, forms part of this report.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Whole-time Director of the company from its holding or subsidiary company during the FY 2022-23 requiring the disclosure under section 197(14) of the Companies Act, 2013.

EVENT-BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule 12(9), and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees, and bankers, during the year under the report.

For and on behalf of the Board of Directors

Pranav Deshpande Pawan Rathi

Executive Director Independent Director DIN: 06467549 DIN: 06669485

Place: Pune Date: 08 August 2023

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Mar 31, 2018

The Directors have pleasure in presenting the 79^thAnnual Report with the Audited Annual Accounts of the Company for the year ending 31^st March 2018.

FINANCIAL PERFORMANCE

(Amt in Rs. Lakhs.)

Particulars	2017-18	2016-17
Total Income	989.64	1283.34
Profit/(Loss) before exceptional items and tax	(381.81)	(252.13)
Exceptional Items	-	-
Profit before tax	(381.81)	(252.13)
Tax Expense (Current and Deferred Tax)	79.80	2.12
Net Profit/(Loss) for the period	(461.62)	(254.25)
Other Comprehensive Income	683.44	781.00
Total Comprehensive Income for the year, net of tax	221.82	526.75

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2017-18.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

1. This section includes discussion on the following matters within the limits set by the Company''s Competitive position:

(A) INDIAN ECONOMY

The IMF''s latest World Economic Outlook (WEO) report expects India to grow at 7.4 per cent in 2019 and 7.8 per cent in 2020. According to its data, in 2020, India is expected to post the highest rate of growth worldwide.

Growth in India is projected to increase, lifted by strong consumption and implementation of the GST. Over the medium term, growth is expected to gradually rise with continued implementation of reforms and increased private investment. Private investment, financing of stalled projects and continued government''s push for Make in India is expected to contribute to this growth.

The companies engaged in the engineering sector are virtually on a roll. Capacity creation in sectors like infrastructure, power, mining, oil & gas, refinery, steel, automotive, and consumer durables has been driving demand in the engineering sector. Separately, the approval of significant number of special economic zones (SEZs) across the country and the development of the Delhi Mumbai Industrial Corridor (DMIC) across seven states is expected to further bolster the engineering sector.

With 100 per cent Foreign Direct Investment (FDI) allowed through the automatic route, and initiatives like ''Make in India'', major international players have entered the Indian engineering sector. The engineering sector has received cumulative FDI inflows worth US$ 3.39 billion during April 2000 to December 2017.

As an effect, Indian capital goods manufacturers have been facing competition from foreign players; particularly European, Chinese and South East Asian manufacturers. Currently, despite increased domestic capacities, low cost foreign manufacturers offer tough competition to domestic manufactures in some segments of the industry.

Rainfall prediction is key factor for agri based industries and any deviation to normal rainfall affects adversely. As per present predictions, rainfall will be 97% of the 50-year average with a 54% probability that rains will be normal to above normal in majority parts of India. A normal monsoon is crucial to push economic growth, which slowed last year under the lingering impact of demonetisation and implementation of the goods and services tax (GST).

Overall normal rainfall will be useful for rice production and in turn will maintain demand for Rice Milling Machinery.

(B) INDUSTRY STRUCTURE AND DEVELOPMENT

The main business of the company is to manufacture Food Processing Machineries especially for Rice Milling. With over a century of experience, the company products are benchmark for the Rice Milling industry. The company also offers consolidated solutions for Rice Milling projects from conceptualization of turnkey mill to improving and modifying existing mills.

(C) OPPORTUNITIES AND THREATS

The company is working to extend its market coverage to access to more than 80% rice pockets in India. To increase footprint, the company has supplied and commissioned several full mills across India which are good reference to attract new buyers. It addresses business in new growing markets and helps to reduce dependency on traditional markets.

The company continues its focus on Research & Development activities and has developed several new products. The company is working in tune with the government initiative to promote farmers consortium for rice milling activity. It has developed small capacity mills to cater to these requirements. This activity has opened up a new market for small capacity full mill business.

The company will be benefitted from implementation of GST as it will put it at par with other machinery suppliers. It will shift customer''s preference to organized manufacturers over local un-organized machinery suppliers. Overall in a long term it will have a positive impact on the company''s business.

(D) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

The company has maintained its leadership in traditional flagship products like Dandekar Cone Polishers and Table type Paddy Separator. The company has progressed well on new product development and has made 20% business through new products. The company has done major business in Polishing and Grading section.

(E) OUTLOOK

The rice industry in India plays a vital role in the country''s agricultural sector, makes significant contributions to India''s economic growth, foreign exchange earnings and employment rates. Thanks to the country''s large growing area and the preferential soil and climate conditions, India is now one of the world''s largest rice and basmati rice producers and exporters, representing over 22% of the world''s total supply and contributing to more than 40% of the country''s total food grain production. After suffering two years of financial stress caused by excess paddy supply and weak international demand, India''s rice industry, especially basmati rice, is expecting a rebound in 2018 from growing demand and low inventory prices.

Recent statistics released by the Government of India shows that total the production of rice in India decreased by 1.09%, or 1.1 million tonnes in 2014-15 to 105.5 million tonnes from the previous fiscal year. However, in 2016-17, the total rice production in India is 108.86 million tones. The five-year rice production average is 105.42 million tonnes.

However, consecutive years of good harvest in 2016-17 and 2017-18 led to crash in wholesale crop prices leading to protests by farmers. The centre in its budget this year promised minimum support prices (MSP) at costs plus 50% margin and a policy may be announced for effective procurement of crops at support prices. It may reduce milling margin and overall it will have a mixed effect on Indian rice milling machinery business wherein investment budgets will be squeezed putting pressure on machinery prices.

(F) RISK AND CONCERNS

Risks of critical importance have been identified over a period of time. These risks are ranked on the basis of their impact on company''s business and likelihood of their occurrence. A cross functional team takes stock of these risks and calls for necessary measures to mitigate the risks from the concerned risk owners. The risk owners then produce action plans for risk mitigation which is then evaluated by the team. New risks are added with the changes in economic and market scenarios and undergo the same process.

Identified risks include:

- Increased competition, Rising cost of input raw material especially steel and reduced milling margin for Rice Millers will put pressure on prices for milling machinery.

- Steady growth of Chinese, Thai and Korean products contributed by both organized and un-organized Rice Mill Manufacturers.

- Rise in low cost local machinery manufacturers, dividing existing business amongst many smaller suppliers

(G) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

(H) COMPANY''S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the financial year under review, your company has achieved turnover of Rs. 880.07 Lacs (previous year Rs. 1251.64 Lacs). The net profit is Rs. 221.82 Lacs (as against net profit after taxes Rs. 526.75 Lacs during FY 2016-17).

(I) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company seeks to recruit and retain quality industry professionals and provide them with a high performance environment.

During the financial year, total workforce of the Company was 81 (J) ENVIRONMENT

The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

(K) CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

(L) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company''s shares are listed.

(M) COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March 2018, the Company has no subsidiary company.

The Board presents Audited standalone Financial Statements as prepared in compliance with the applicable Accounting Standards and the Listing Regulations.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual return in the prescribed form is attached as ''Annexure I'' to this Report.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors'' Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;.

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

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

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 that they meet the criteria of independence as laid down.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and their remuneration. The policy is appended as ''Annexure II'' to this Report.

AUDITORS

a. Statutory Auditors

As per the provision of section 139 of Companies Act 2013, prevailing before Companies Amendment Act 2017, M/s. Joshi & Kulkarni Chartered Accountants, Pune of the Company were appointed in the AGM held for the Financial Year 2014 for a period of five years, subject to ratification by the members in the annual general meeting. The Company has received certificate from the Statutory Auditors of the Company as required under Section 139(1) of the Companies Act, 2013 stating that this ratification, if made, will be in accordance with the provisions of Companies Act, 2013.

Being eligible M/s Joshi & Kulkarni, Chartered Accountants, Pune, have offered themselves for re-appointment.

The appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune, was ratified from year to year, last such ratification was done in the last Annual General Meeting held in the year 2017. This ratification was for one year due to amendment to the relevant provisions of the Companies Act 2013, there is no need for yearly ratification and appointment once made would be valid for 5 years.

However, considering the fact of last years'' ratification and as a matter of good governance, it is proposed to move a resolution for ratification in the ensuing AGM.

You are requested to ratify the appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune, as the Statutory Auditors of the company in accordance with the provisions of section 139 of the Companies Ac, 2013 prevailing as on the date of appointment.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412 CP No. 1488), to undertake the Secretarial Audit of the Company.

c. Cost Auditor

The Company has appointed Mr. Harshad S. Deshpande, Cost Accountant (Membership No. 25054) Pune as Cost Auditors for maintenance of Cost records.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Joshi & Kulkarni, Statutory Auditors, in their Audit report.

and by Mr. Mahesh Athavale, Company Secretary in Practice, in his Secretarial Audit Report has provided below mentioned qualification:

1. The Company has not complied with the provisions of Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto except filing of e-form No. IEPF 6 with late fees. Annual Return in respect of the year ended 31^st March 2017 was filed with additional fees on 3^rd May 2018 and Financial Statements for that year were filed on 06^th September, 2017.

Reply: Considering the reconciliation issues with Bank in relation to balance in Unpaid Dividend Account, the Company was not able to comply with Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and relevant Notification issued in this regard.

However, the Company is in the process for complying with the relevant provisions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loan or guarantee or security or made any investment as contemplated by Section 186 of the Companies Act, 2013 during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.

The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.

STATE OF COMPANY''S AFFAIRS:

Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered in Note - 19 of the financial statements of the company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

A. Conservation of energy and Technology Absorption:

Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as ''Annexure IV''

B. Foreign exchange earnings and Outgo:

Sr. No.	Particulars	Amount in Rs.
i)	Foreign Exchange earned in terms of actual inflows during the year	Nil
ii)	Foreign Exchange outgo during the year in terms of actual outflows	8,57,474

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Net worth of the Company is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore, consequently the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. The Company is not required to constitute the Corporate Social Responsibility, frame the CSR policy or spend the amount on CSR

BOARD EVALUATION:

Pursuant to provisions of the section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Share Transfer Cum Shareholders''/Investors'' Grievance and Stake Holders Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

Company does not have any subsidiary, joint venture or associate company; therefore it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 during the financial year under review

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Company does not have any subsidiary, joint venture or associate company; therefore it is not required to give details as required under Rule 8(1) of Companies (Accounts) Rules, 2014 during the financial year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the financial year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 2017-18:

During the year under review:

Mr. Saurabh Somani, Company Secretary and Compliance Officer of the Company has tendered resignation from the office of Key Managerial Personnel w.e.f 13^th December 2017

Consequently, Mr. Aneesh Parwani was appointed Assistant Company Secretary from 1^st March, 2018 upto 31^st May, 2018. Subsequently he has been appointed and redesignated in the office of Key Managerial Personnel, as Company Secretary and Compliance Officer of the Company w.e.f 01^st June 2018.

DIRECTOR(S) PROPOSED TO BE APPOINTED / RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING

Mr. Nihal Kulkarni, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Company has also received the requisite disclosure / declaration from Mr. Nihal Kulkarni.

Mr. Mangesh Joshi was appointed as an Additional Director on 25^th July 2015 and considering the expertise, knowledge and experience in the fields of sales & marketing, he was subsequently co-opted as the Executive Director of the Company for a period of 3 (three) years with effect from 25^th July 2015.

Considering recommendation of Nomination and Remuneration Committee and performance of Mr. Mangesh Joshi, the Board of Directors of the Company has re-appointed him as Executive Director for a further term of 3 years on the terms and conditions as set out in the letter of appointment in the Board Meeting held on 24^th July 2018.

The brief resumes and other details relating to Director(s) who is/are proposed to be appointed /re-appointed, as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Explanatory Statement to the Notice of the Annual General Meeting.

Considering the same, the Board recommends the Special resolution for his re- appointment as Executive Director.

The resolutions seeking approval of members for the appointment and re-appointment of these Directors have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from the public, or its employees etc. during the year under review.

DETAILS OF SIGNIFICIANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

The Company has not received any such order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

BOARD COMMITTEES:

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently three committees of the Board, namely:

- Audit Committee

- Nomination & Remuneration Committee

- Share Transfers Cum Shareholders'' / Investors'' Grievance and Stake Holders Relationship Committee.

Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report

INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at ''Annexure V'' to this report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (''the Policy''). This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The policy has also been uploaded on the Company''s website.

CASH FLOW

A cash flow statement for the year ended 31^st March 2018 is attached to the Balance Sheet as a part of Financial Statements.

CORPORATE GOVERNANCE:

In terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

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

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 & 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.

There were no complaints received for sexual harassment during the year 2017-18

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Whole time Director of the company from its holding or subsidiary company during the FY 2017-18 requiring the disclosure under section 197(14) of the Companies Act, 2013.

EVENT BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

SECRETARIALAUDIT REPORT:

The Secretarial Audit Report submitted by Company Secretary in Practice According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as ''Annexure III''.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

Sd/-

Place: Pune Nihal G. Kulkarni

Date: 14^th August 2018 (DIN: 01139147)

Chairman

---

Mar 31, 2017

Directors'' Report

To The Members,

G. G. Dandekar Machine Works Limited

The Directors have pleasure in presenting the 78^thAnnual Report with the Audited Annual Accounts of the Company for the financial year ended on 31^st March 2017.

Financial Performance: (Amount in )

Particulars	2016-17	2015-16
Gross Income	128,346,104	129,285,471
Profit/(Loss) before interest and Depreciation	(9,350,937)	(24,748,374)
Less Finance Charges	2,706,853	2,413,148
Gross Profit/(Loss)	(12,057,789)	(27,161,522)
Less Provision for Depreciation	13,265,017	15,059,258
Net Profit/(Loss) before tax	(25,322,806)	(42,220,780)
Add/Less Exceptional Items	-	-
Profit/(Loss) before Extra-Ordinary Items	(25,322,806)	(42,220,780)
Add/(Less) Extra Ordinary Items	-	-
Profit/(Loss) before Taxes	(25,322,806)	(42,220,780)
Less Taxes	-	-
Add/Less Deferred Taxes	425,624	286,392
Add/Less Provisions for previous year''s tax not provided for	-	(592,697)
Profit/(Loss) for the period from continuing operations	(25,748,430)	(41,914,475)
Profit/(Loss) from discontinuing operations	-	-
Less tax expenses from discontinuing operations	-	-
Net profit/(Loss)	(25,748,430)	(41,914,475)
Less Provision for Proposed Dividend and Dividend Tax	-	-
Net Profit/(Loss) carried forward to Balance-Sheet	(25,748,430)	(41,914,475)

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2016-17.

MANAGEMENT DISCUSSION & ANALYSIS

1. This section includes discussion on the following matters within the limits set by the Company''s Competitive position:

(A) INDIAN ECONOMY

Light Engineering Industries:

The capital goods and engineering turnover in India is expected to reach INR 8101 billion by FY 2016-17. Cumulative FDI inflows increased to INR 1823 billion in FY 2016-17 from INR 575 billion in 2010. The government''s increasing focus on attracting foreign investors in manufacturing and infrastructure is likely to boost FDI in the sector. With 100 per cent Foreign Direct Investment (FDI) allowed through the automatic route, and initiatives like ''Make in India'', major international players have entered the Indian engineering sector due to significant growth opportunities available.

Indian capital goods manufacturers have been facing competition from foreign players; particularly European, Chinese and South East Asian manufacturers. Currently, despite increased domestic capacities, low cost foreign manufacturers offer tough competition to domestic manufactures in some segments of the industry.

The Indian Meteorological Department has predicted ''el nino'' effect on southwest monsoon for 2017. Quantitatively, the monsoon seasonal rainfall is likely to be 90 to 96% of the long-period average (LPA). Anything between 96-104% of the LPA is considered ''normal''. Anything under 96% is considered ''below normal'' and 104-110% of the LPA is ''above normal''. Last year, the IMD had made an initial forecast of above-normal rainfall but the season ended with normal precipitation.

Moreover, the southern peninsula had registered less-than-predicted rainfall, with several parts of Tamil Nadu, Karnataka and Kerala reeling under drought-like conditions.

It is likely to have a mixed effect on economy in many ways. Inflation will come down, agriculture productivity will improve and rural consumption will increase. A lower inflation will lead to low interest rates. Overall moderate to normal rainfall will be useful for rice production and in turn will maintain demand for Rice Milling Machinery.

(B) INDUSTRY STRUCTURE AND DEVELOPMENT

The main business of the company is to manufacture Food Processing Machineries especially for Rice Milling. With over a century of experience, the company products are benchmark for the Rice Milling industry. The company also offers consolidated solutions for Rice Milling projects from conceptualization of turnkey mill to improving and modifying existing mills.

(C) OPPORTUNITIES AND THREATS

The company is working to extend its market coverage to access more than 80% rice pockets in India. It has worked on sales network and has resulted in increased enquiry level for its products. As a result 20% of Business is achieved from new markets from North and Central India. It addresses growing markets and reduces dependency on traditional markets.

The company continues its focus on Research & Development activities and has developed several new products. It has given a leading edge over local competitors. It has also opened up new markets for full mill business.

The company has noticed a change in buying pattern wherein customers is giving preference to organized manufacturers over local un-organized machinery suppliers and it gives business opportunity to the company.

Rice miller''s business margin has reduced as paddy purchase prices are increased by govt. (Min Support Price) and market price is down by 20%.

Demonetization has resulted in a significant cash crunch, thereby leading to deferment of paddy procurement by millers/traders. Further, given that a large part of the rice industry is unorganized, there is a reduction in their buying capacity. Overall, there is expected to be some contraction in paddy demand in the near term, which could exert pressure on prices. Also, given the temporary reduction in purchasing power of the end users, the rice demand is expected to slacken, which would translate into lower realization. The organized Basmati rice players generate approximately 45% of revenues from domestic sales and this segment is likely to witness lower revenues in H2 FY2017. The long-term impact of the demonetization exercise is expected to be transformational in nature by making more farmers adopt formal banking channels for transactions.

However continuous fall in rice price over last two years coupled with drop in exports has resulted in drop in investment plans by millers. It has lowered the overall market size for rice milling machinery and increased competition amongst increased number of manufacturers.

Such fear of competition has promoted dilution in commercial policies leading to squeezed margins and inferior business terms which company has to face in the market.

(D) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

The company has maintained its leadership in traditional flagship products like Dandekar Cone Polishers and Table type Paddy Separator. The company has progressed well on new product development and has made 20% business through new products. The company has done major business in Polishing and Grading section. The company has introduced high end technology product "Colour Sorter" machine.

(E) OUTLOOK

Rice is one of the most crucial food crops in the world and a staple diet for nearly half the global population. Over 90% of the global rice output and consumption is centered in Asia, wherein the world''s largest rice producers, China and India, are also the world''s largest rice consumers. High domestic consumption and restrictive trade policies of several countries for rice have restricted the international trade of rice to only 6-7% of the production. Food security objectives and the need to provide income support to domestic producers are the main reasons cited by countries to restrict rice imports

Overall Production of Rice is estimated 105 mn ton (Growth of 2%) but Basmati paddy prices have witnessed significant decline in FY2016, thereby rendering cultivation of basmati paddy a less attractive option for farmers. The total area under cultivation is expected to have fallen from around 2.1 million hectares in FY 2016 to 1.6 million hectares in the FY 2017 resulting in a production decline from around 9.8 to 8.0 million tonnes during the same period. Similarly Export of Rice decreased from 10.2 mn ton to 9 mn ton (Mainly Basmati 4.1 mn ton to 3.4 mn ton).

Overall it will have a mixed effect on Indian rice milling machinery business wherein investment budgets will be squeezed putting pressure on machinery prices.

(F) RISK AND CONCERNS

Risks of critical importance have been identified over a period of time. These risks are ranked on the basis of their impact on company''s business and likelihood of their occurrence. A cross functional team takes stock of these risks and calls for necessary measures to mitigate the risks from the concerned risk owners. The risk owners then produce action plans for risk mitigation which is then evaluated by the team. New risks are added with the changes in economic and market scenarios and undergo the same process.

Identified risks include:

- Stagnating market growth: As domestic rice production lags a rise in consumption, overall stock levels are expected to de-cline.

- A fall in exports earlier due to ban by Iran and lower prices in international market will largely marginalize India''s rice exports. The government is also not expected to intervene in the export market, as its buffer stocks are well above mini-mum requirements.

- El nino effect on rainfall and unfavorable weather conditions: Output of food-grain is reduced and will hampered the overall growth in this sector.

- Steady growth of Chinese, Thai and Korean products contributed by both organized and un-organized Rice Mill Manufacturers

- Change in the govt. policies (State and Central), FCI is stopped in states like AP, Telangana, etc

(G) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

(H) COMPANY''S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the financial year under review, your company has achieved turnover of Rs. 1216.03 Lacs (previous year Rs. 1051.12 Lacs). The net loss is Rs. 257.48 Lacs (as against net loss after taxes Rs.419.14 Lacs during FY 2015-16).

(I) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company seeks to recruit and retain quality industry professionals and provide them with a high performance environment.

During the financial year, total workforce of the Company was 98.

(J) ENVIRONMENT

The Company has obtained certification of ISO 9001:2008, for the purpose of standardization. The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

(K) CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

(L) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company''s shares are listed.

(M) COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March 2017, the Company has no subsidiary company.

The Board presents Standalone Audited Financial Statements as prepared in compliance with the Accounting Standards, Companies Act and the Listing Regulations.

2. Disclosure of Accounting Treatment:

There is no deviation in accounting treatment, since the Financial Statement has been prepared in line with Accounting Standards.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as ''Annexure I'' to this Report. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors'' Responsibility Statement, your Directors state that:

a) in the preparation of the annual financial statements for the year ended 31^st March 2017, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) Accounting policies as mentioned in Part-B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2017 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 that they meet the criteria of independence as laid down.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as ''Annexure II'' to this Report.

AUDITOR’s

a. Statutory Auditors

At the Annual General Meeting held on September 11, 2014, M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), were appointed as statutory auditors of the Company to hold office till the conclusion of the 80^th Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the

Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 ofthe Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412, CP No. 1488), to undertake the Secretarial Audit of the Company.

c. Cost Auditor

Being the manufacturers of Engineering Machinery pursuant to Chapter 85 of the Central Excise Tariff Act, 1985 the Company has appointed Harshad S. Deshpande, Cost Accountant (Membership No. 25054) Pune as Cost Auditors for maintenance of Cost records.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Joshi & Kulkarni, Statutory Auditors, in their Audit report and by Mr. Mahesh Athavale, Secretarial Auditor, in his Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

Your Company has not given any loan or guarantee or security or made any investment as contemplated by Section 186 of the Companies Act, 2013 during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

During the Financial Year under review, the Company has acquired 1000 equity shares of S. L. Kirloskar CSR Foundation at the face value '' 10 each in tranches of 200 equity shares each from the following Companies:

A. Kirloskar Industries Limited

B. Kirloskar Oil Engines Limited

C. Kirloskar Ferrous Industries Limited

D. Kirloskar Chillers Private Limited

E. Kirloskar Pneumatic Company Limited

The above transaction was executed with approval granted by the Audit Committee and the board of directors at their respective meetings.

All contracts/ arrangements/transactions entered by the Company during the financial year with the related parties as detailed in Note no.C-3 of the Standalone Financial Statements were in ordinary course of business and at an arm''s length basis

There was no materially significant related party transaction made by the Company, as defined in Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for their approval. Omnibus approvals are taken for the transactions which are repetitive in nature. In compliance with Listing Regulations, the necessary statements/disclosures with respect to the Related Party Transactions are tabled before the Audit Committee and the Board of Directors on quarterly basis. The details of the transactions with Related Parties are provided in the accompanying financial statements as required under Ind AS 24. In line with requirement of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, your Company has adopted a Policy on Related Party Transactions which is available at Company''s website www.ggdandekar.com.

STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the financial year of the Company to which the financial statements relate and the date of the report.

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

A. Conservation of energy and Technology Absorption :

Pursuant to Section 134(3)(m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as ''Annexure IV''

B. Foreign exchange earnings and Outgo

Sr. No.	Particulars	Amount in Rs.
i)	Foreign Exchange earned in terms of actual inflows during the year	Nil
ii)	Foreign Exchange outgo during the year in terms of actual outflows	27,32,429

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Net worth of the company is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crores and its net profit is not more than Rs. 5 crores, consequently the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. The Company is not required to constitute the Corporate Social Responsibility (CSR) Committee, frame the CSR policy or spend the amount on CSR.

PERFORMANCE EVALUATION

Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Share Transfers Cum Shareholders'' / Investors'' Grievance and Stake Holders Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

The company does not have any subsidiary, joint venture or associate company, therefore it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Company does not have any subsidiary, joint venture or associate company, therefore it is not required to give details as required under Rule 8(1) of Companies (Accounts) Rules, 2014 during the financial year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the financial year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THEYEAR

During the year under review none of the Directors or Key Managerial Personnel were appointed or have resigned.

DIRECTOR(S) PROPOSED TO BE APPOINTED/RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING

The brief resumes and other details relating to Director(s) who is/are proposed to be appointed / re-appointed, as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Explanatory Statement to the Notice of the Annual General Meeting.

DETAILS OF DEPOSITS AS PER CHAPTER V (ACCEPTANCE OF DEPOSITS) OF COMPANIES ACT, 2013:

Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from the public, or its employees etc. during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

To the best of our knowledge, the Company has neither received nor is aware of any such order from Regulators, Courts or T ribunals during the year, which may impact the Going Concern Status or the Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

BOARD COMMITTEES:

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently three committees of the Board, namely:

- Audit Committee

- Nomination & Remuneration Committee

- Share Transfers Cum Shareholders'' / Investors'' Grievance and Stake Holders Relationship Committee

Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report

INFORMATION FORMING PART OF THE DIRECTORS'' REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ''Annexure V'' to this report

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (''the Policy''). This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The policy has also been uploaded on the Company''s website.

CASH FLOW

A cash flow statement for the year ended 31^st March 2017 is attached to the Balance Sheet.

CORPORATE GOVERNANCE CERTIFICATE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'')

In terms of Regulation 34 of the SEBI Listing Regulations, a report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

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

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 & 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.

There were no complaints received for sexual harassment during the FY 2016-17.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Whole time Director of the company from its holding or subsidiary company during the FY 2016-17 requiring the disclosure under section 197(14) of the Companies Act, 2013.

EVENT BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report submitted by Company Secretary in Practice According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, is enclosed as a part of this report as ''Annexure III''.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

Sd/-

Place: Pune NIHAL G. KULKARNI

Date: 9^th May, 2017 (DIN: 01139147)

CHAIRMAN

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 76th Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March 2015.

Financial Performance:

(Amount in Rs.)

Particulars 2014-15 2013-14

Gross Income 66,242,694 158,110,275

Profit / (Loss) before interest (36,782,576) 10,992,346 and Depreciation

Less Finance charges 2,823,767 9,173,364

Gross profit / (loss) (39,606,343) 1,818,982

Less Provision for Depreciation 18,010,576 15,421,560

Net profit / (Loss) before tax (57,616,919) (13,602,578)

Add / Less Exceptional Items (4,207,984) 48,132,328

Profit / (Loss) before Extra- (61,824,903) 34,529,750 Ordinary Items

Add / (Less) Extra Ordinary Items - -

Profit / (Loss) before Taxes (61,824,903) 34,529,750

Less Taxes 27,406,950 11,683,822

Add / Less Deferred Taxes (89,231,853) 22,845,928

Add / Less Provisions for previous 1,501,662 - year's tax not provided for

Profit / (Loss) for the period from (90,733,515) 22,845,928 continuing operations

Profit / (Loss) from discontinuing - - operations

Less tax expenses from discontinuing - - operations

Net profit / (loss) (90,733,515) 22,845,928

Less Provision for Proposed Dividend - - and Dividend Tax

Net profit / (loss) carried forward (90,733,515) 22,845,928 to Balance-Sheet

DIVIDEND

Your Directors do not recommend dividend for the financial year 2014-15.

LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company's shares are listed.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2015, the Company has no subsidiary company.

The Board presents Audited standalone Financial Statements as prepared in compliance with the Accounting Standards and the Listing Agreement.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as 'Annexure I' to this Report.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Seven Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors' Responsibility Statement, your Directors state that:

a) in the preparation of the annual financial statements for the year ended 31st March 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Part -B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(6) of the Act and Clause 49 of the Listing Agreement that they meet the criteria of independence as laid down.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as 'Annexure II' to this Report.

AUDITORS

a. Statutory Auditors

At the Annual General Meeting held on 11th September, 2014, M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), were appointed as statutory auditors of the Company to hold office till the conclusion of the 79th Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412 CP No. 1488), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as 'Annexure III'.

c. Cost Auditor

Being the manufacturers of Engineering Machinery pursuant to Chapter 85 of the Central Excise Tariff Act, 1985 the Company has appointed Harshad S. Deshpande, Cost Accountant (Membership No. 25054) Pune as Cost Auditors for maintenance of Cost records.

EXPLANATION ON COMMENTS OF STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' :

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Joshi & Kulkarni, Statutory Auditors, in their Audit report and by Mr. Mahesh Athavale, Company Secretary in Practice, in his Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

None

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm's lenght and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. Related Party disclosures as per AS-18 have been provided in Note No. 3 Part C of Notes to Accounts.

STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

A. Conservation of energy and Technology Absorption :

Pursuant to Section 134 (3) (m) of the Act read with Rules thereunder, the report regarding conservation of energy, technology absorption is annexed herewith as 'Annexure IV'

B. Foreign exchange earnings and Outgo Sr.

Sr. Particulars Amount in Rs. No.

i) Foreign Exchange earned in terms of actual inflows Nil during the year

ii) Foreign Exchange outgo during the year in terms of Nil actual outflows

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of section 135 of the Companies Act, 2013 the Company was not required to constitute the Corporate Social Responsibility (CSR) Committee.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, rules thereunder and Clause 49 of Listing Agreement, the Board has carried out performance evaluation of its own, its Committees and individual Directors.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Company does not have any subsidiary during the financial year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the financial year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment

Mr.Rajesh D.Phadke* Independent Director Five consecutive years commencing from 11th September 2014 up to 10th September 2019

Mr. Saurabh Independent Director Five consecutive years B.Patwardhan* commencing from 3rd September 2014 up to 2nd September 2019

Mrs. Savita Independent Director Five consecutive years P. Sahasrabudhe* commencing from 3rd September 2014 up to 2nd September 2019

Mr.Atul C.Kirloskar Director Re-appointed with effect from 11th September 2014, subject to retirement by rotation

*Appointed as Independent Directors to comply with the provisions relating to tenure of Independent Directors as per Section 149 of Act.

Employees designated as Key Managerial Personnel (KMP) during the year

Name of KMP Designation

Mr. Pranav V. Deshpande Executive Director

Mr. Pankaj A. Parkhi Chief Financial Officer

Mr. Saurabh S. Somani Company Secretary

Directors and KMP's resigned during the year

Name of Director Designation Date of Resignation

Mr. Dattatraya R. Swar Director 22.07.2014

Ms. Aditi V. Chirmule Director 31.07.2014

Mr. Atul C. Kirloskar Director 24.09.2014

The Board places on record its sincere appreciation for the valuable services rendered by these directors.

Director(s) proposed to be re-appointed at the ensuing Annual General Meeting

The brief resumes and other details relating to Director(s) who is/are proposed to be appointed / re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Explanatory Statement to the Notice of the Annual General Meeting.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

None

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013 :

None

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

To the best of our knowledge, the Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact the Going concern Status or the Company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

COMPOSITION OF AUDIT COMMITTEE:

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at 'Annexure V' to this report

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of the Section 136(1) of the Companies Act, 2013 the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism ('the Policy'). This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The policy has also been uploaded on the Company's website.

CASH FLOW

A cash flow statement for the year ended 31st March 2015 is attached to the Balance Sheet.

CORPORATE GOVERNANCE:

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

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

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 & 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.

There were no complaints received for sexual harassment during the year 2014-15

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

Sd/-

Place: Pune NIHAL G. KULKARNI Date: 15th July 2015 CHAIRMAN DIN : 01139147

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 75th Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March 2014.

1. Financial Performance: (Amount in Rs.)

Year Ended on March 31 Particulars 2013-14 2012-13

Sales (Net) 147,877,443 148,759,580

Other Income 10,232,832 4,438,983

Profit On Sale of Fixed Assets - -

Profit/ (Loss) on Sale of Investments (Net) - -

Exceptional Item 48,132,328 70,315,343

Profit Before Tax 34,529,750 36,767,241

Provision For Tax

Current Tax 7,350,000 6,927,000

Deferred Tax 4,333,822 (18,861,187)

Net Profit /(Loss) for the Year 22,845,928 48,701,428

Profit Brought Forward From Previous Year Appropriations

a) Proposed Dividend - -

b) Corporate Dividend Tax - -

c)Transfer to General Reserves - -

d) Balance Carried to Balance Sheet 199,045,907 178,199,979

2. Dividend:

Your Directors do not recommend dividend for the year.

3. Management Discussion & Analysis

Overview

The following operating and financial review is intended to convey the management''s perspective on the financial condition and on the operating performance of the Company as at the end of the Financial Year 2013-14. The following discussion of the Company''s financial condition and result of operations should be read in conjunction with the Company''s financial statements, schedules and notes thereto and the other information included elsewhere in the Annual Report. The Company''s financial statements have been prepared in compliance with the requirements of the Companies Act, 1956, guidelines issued by the Securities and Exchange Board of India (SEBI) and the Generally Accepted Accounting Principles (GAAP) in India.

Economy & Business Trend

The Indian Economy continued to deal with persistent challenges of high inflation and low growth during FY 2013-14. The surge in inflation particularly in food prices owing primarily to supply side constraints was one of the biggest challenges faced by the Indian economy during the year which affected common man the most. The GDP growth rate recovered marginally from 4.4% in FY 2012-13 to 4.9% in FY 2013-14 owing to revival in agriculture on the back of a steady monsoon and robust growth in financial and business services.

The growth in infrastructure sector which consists of eight core industries dropped to2.6% in FY 2013-14 against 6.5% in FY 2012-13 due to reduction in coal, natural gas and petroleum refinery production; the lowest growth in over a decade. High policy rates, dearer forex and various other bottlenecks have impacted the economies of investment in infrastructure; thus turning many projects into non-performing assets and significantly affecting investment-growth multiplier effect. The new and stricter Land Acquisition Act along with non-extension of tax holiday under Section 80IA may further impede the investment climate.

A reason to cheer during the year was the narrowing down of Current Account Deficit(CAD). Rise in exports mainly due to improved growth of developed markets aided by Rupee depreciation and reduced gold imports helped in narrowing down the trade deficit. This supplemented by rise in net invisibles ultimately reduced the current account deficit to2% during the year. These factors along with increase in FII inflows, in expectation of astable government, helped the recovery of the exchange rate that breached the level of Rs. 68 per USD in August 2013 to Rs. 60 per USD in March 2014.

Fiscal deficit for FY 2013-14 is estimated to be at 4.6% of GDP against 4.9% in FY2012-13 mainly due to reduction in Plan and non-Plan revenue expenditure and revenue inflows coming from spectrum auctions, divestments, dividends and advance tax receipts.

Standard & Poor, while continuing with the negative outlook on India stated that post election political developments and policy actions could determine the sustainance of its investment grade.

Indian Rice Market

According to the latest estimated India has produced 108 million tons of rice in the financial year 2013-14 i.e around 4 million tons rise when compared with 2012-13 financial year. The margins for rice millers are going to stay thin due to Government increasing the Minimum Support Price (MSP) of Paddy by Rs. 50 to Rs. 1,360 per quintal for 2014-15 crop year," Paddy MSP of Grade ''A'' variety has been raised by Rs. 55 to Rs. 1,400 a quintal.

Rice milling is the oldest and the largest agro processing industry in the country. At present it has a turnover of more than 25,500/- crore per annum. It processes about 85 million tonnes of paddy per year and provides staple food grain and other valuable products required by over 60% of the population. Paddy grain is milled either in raw condition or after par-boiling, mostly by single hullers of which over 82,000 are registered in the country. Apart from it there are also a large number of unregistered single hulling units in the country.

A good number (60 %) of these are also linked with par-boiling units and sun -drying yards. Most of the tiny hullers of about 250- 300 kg/hr capacities are employed for custom milling of paddy. Apart from it double hulling units'' number over 2,600 units, underrun disc shellers cum cone polishers numbering 5,000 units and rubber roll shellers cum friction polishers numbering over 10,000 units are also present in the country. Further over the years there has been a steady growth of improved rice mills in the country. Most of these have capacities ranging from 2 tonnes /hr to 10 tonnes/ hr.

There is a need to develop improved rice mills as a village level agro processing unit for bringing about technical upgradation and development of the sector. Value addition and generation of gainful and sustainable employment opportunities are the other possible benefits arising out of this agro processing industry. The Central Govt. is also providing a big boost towards the development of this industry.

Growing markets like Bihar, Uttar Pradesh (U.P.) and Odisha are expected to contribute more towards rice mill modernization as compared to last year. Imports from China are expected to continue the steady growth they are experiencing from last few years. Opening up of exports would lead the millers to follow more stringent quality control measures in their rice mills with increased focus on cleaning section. Increasing importance of food safety, driven by establishment of Food Safety and Standards Act 2006, aimed to provide safe and wholesome foods to the consumers which will increase the demand for clean and safe rice processing machinery. The Food Corporation of India (FCI) is relaxing levy policies due to full utilization of current storage capacity is leading the millers to sell in open market for better realization, which would lead to modernization of machinery to match the quality demands of open market.

* Risk & Concerns

Risks of critical importance have been identified over a period of time. These risks are ranked on the basis of their impact on company''s business and likelihood of their occurrence. A cross functional team takes stock of these risks and calls for necessary measures to mitigate the risks from the concerned risk owners. The risk owners then produce action plans for risk mitigation which is then evaluated by the team. New risks are added with the changes in economic and market scenarios and undergo the same process

Identified risks include

* Stagnating market growth;

* Lack of Proper rainfall

* Steady growth of Chinese products contributed by both organized and un-organized rice mill manufacturers;

* Higher borrowing cost for millers affecting both profitability and cash flows.

The Company undertook various initiatives such as preventive maintenance service camps and customer training events for enhancing customer satisfaction and to improve organizational effectiveness for quick and effective resolution of customer issues. With the newly built facility at Butibori MIDC Nagpur, the Company will cater the demand for spares with improved market response.

Research & Development

Research & Development put focused efforts in introducing new products. New machine for polishing section in raw mills I.e Whitener is launched in this financial year. With the launch of this machine we can gain entry even in to raw mills polishing section.

Our new products Vibro Cleaner and Vibro Destoner which are successfully launched last year were accepted in all markets and got good business from all areas.

Shifting of Bhiwandi Operations to Nagpur

In order to maximize productivity, minimize operational costs so as to remain competitive in the market and for administrative convenience, the management of the company has decided to shift the factory operations which were carried out at Bhiwandi lock, stock & barrel to Butibori MIDC, Nagpur w.e.f 02nd May 2014.

During the course of shifting of operations, few of the contract workers protested and interrupted the process and with the help of Labour Union approached the Industrial Court.

The Industrial Court heard both the parties and passed the orders that the company will not remove any machinery from Bhiwandi premises and no office bearers or members of the labour union will prevent the free movement of men, vehicles and material ingress and outgress of the company till next date of hearing. The matter still is pending for hearing before the Industrial Court.

Financial Performance

During the year under review, the Company achieved sales of Rs. 1,479 lacs as against Rs. 1,487 lacs in the previous year showing minor decrease of 0.60 percent.

The profit before tax is Rs. 345 lacs (including profit on sale of land at Bhiwandi which was not in use for business operations of Rs. 499.98 lacs) in 2013 - 14 against profit of Rs. 383 lacs including profit on sale of land at Bhiwandi which was not in use for business operations of Rs. 1,040 lacs) in the previous year 2012 - 13.

Adequacy of internal controls

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and those transactions are authorised, recorded, and reported correctly.

The Company has an extensive system of internal controls which ensures optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulation as also internal policies and procedures.

The Company has successfully implemented SAP/B1 financial and business management systems. These systems facilitate effective checks and controls as well as tight monitoring on a continuous basis.

The Company has appointed Independent Internal Auditors, who monitor and review all transactions independently to get higher level of efficiency and reports directly to the Audit Committee, which consists of a majority of independent directors, on quarterly basis. The Internal Auditors conduct audits in all key business areas per the audit plan. All significant audit observations and follow up actions are reported to the Audit Committee along with Internal Audit Reports. The minutes of Audit Committee are reviewed by the Board for its suggestions/recommendations to further improve the internal control systems.

The Audit Committee periodically reviews audit plans, observations, and recommendations of the Internal Auditors as well as External Auditors with reference to significant risk area and adequacy of internal controls.

Manpower:

The Company seeks to recruit and retain quality industry professionals and provide them with a high performance environment. During the financial year, total workforce of the Company was 120 as compared to 117 in FY 2013

Environment

The Company has obtained certification of ISO 9001:2008, for the purpose of standardization. The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

Forward Looking Statement

The report comprises of forward-looking statements that reflect the Company''s aspiration to grow, excel and rise above the threats it is facing in the current market. Terms like ''believe'', ''will'', ''projects'', ''plans'' or other analogous terms that not only acknowledge the projections about the future but also mention the product development, rise in market position, financial results and strategic growth of the Company, are forward-looking statements.

These statements are based on certain assumptions and expectations of future events that cannot be guaranteed to be accurate or to be realized by the Company as the actual results may vary from those projected in these statements. The Company assumes no responsibility to publicly amend, modify, or revise any forward looking statements, on the basis of any subsequent developments, information, or events.

4. Directors

Following Directors resigned from the post of Director and Member of the Company:

1. Mr. Vinod Sethi resigned with effect from 30th December 2013.

2. Mr. Dattatraya Swar resigned with effect from 22nd July 2014

The Board places on record its sincere appreciation for the valuable services rendered by Mr. Vinod Sethi and Mr. Dattatraya Swar.

Pursuant to Section 161 of the Companies Act, 2013, read with the Articles of Association of the Company, the Board of Directors, in its meeting held on 31 July 2014, co-opted Mr. Saurabh Patwardhan, Mr. Rajesh Phadke and Mrs. Savita Sahasrabudhe as Additional Independent Directors, as recommended by the Nomination and Remuneration Committee of the Company. They hold office of Director up to the date of ensuing the Annual General Meeting of the Company.

In terms 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, the Independent Directors can hold office for a term of up to 5 (five) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation.

The Company has received notices under Section 160 of the Companies Act, 2013, from a member signifying their intention to propose Mr. Saurabh Patwardhan, Mr. Rajesh Phadke and Mrs. Savita Sahasrabudhe as candidates for the office of Independent Directors at the ensuing Annual General Meeting. All of them are eligible for appointment.

The Company has also received the requisite disclosure / declarations from Mr. Saurabh Patwardhan, Mr. Rajesh Phadke and Mrs. Savita Sahasrabudhe as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Mr. Atul C. Kirloskar, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

The brief resumes and other details relating to the Directors who are proposed to be appointed/re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, forms part of the Explanatory Statement to the Notice of the Annual General Meeting.

5. Auditors

M/s Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company, retire at the ensuing Annual General Meeting, and are eligible for re-appointment. The requisite certificate as per Section 224(1B) of the Companies Act, 1956 has been received by the Company. The Audit Committee has recommended their re-appointment.

6. Corporate Governance

A separate report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

7. SEBI Regulations & Listing Fees

The annual listing fee for the year under review has been paid to BSE Limited, where your Company''s share is listed.

8. Fixed Deposits

Your Company has not accepted any public deposits during the year.

9. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors state:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

That the Directors had 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; and

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

10. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the rules there under is given in Annexure A forming part of this report.

As required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered there under is given in Annexure B forming part of this report.

11. Acknowledgments

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors G. G. Dandekar Machine Works Limited

Date: 30th May 2014 ATUL KIRLOSKAR Place: Pune Chairman

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 74th Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March 2013.

1. Financial Performance:

(Amount in Rs.) Year ending March 31,

2013 2012

Sales (Net) 148,759,580 131,774,882

Other Income 4,438,983 5,778,918

Profit on Sale of Fixed Assets 0 (81,346)

Profit / (Loss) on Sale of Investments (Net) 0 3,496,476

Exceptional Items 70,315,343 (68,881,404)

Profit Before Tax 36,767,241 (88,914,471)

Provision for Tax

Current Tax 6,927,000 0

Deferred Tax (18,861,187) (10,566,815)

Net Profit / (Loss) for the year 48,701,428 (78,347,656)

Profit brought forward from the previous year 129,498,551 207,846,207 Appropriations

a) Proposed Dividend 0 0

b) Corporate Dividend Tax 0 0

c) Transfer to General Reserves 0 0

d) Balance carried to Balance Sheet 178,199,979 129,498,551

2. Dividend:

Your Directors do not recommend dividend for the year.

3. Directors

Mr. Jeetendra Shende resigned from the post of an Executive Director and Director with effect from 8th January 2013 and Mr. Pranav Deshpande has been co.opted as an Additional Director by the Board of Directors of the Company with effect from 8th January 2013 and holds office of Director up to the date of this Annual General Meeting.

Mr. Atul Kirloskar and Mr. Nihal Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re.appointment.

Mr. Madhav Chandrachud, has been co.opted as an Additional Director by the Board of Directors of the Company with effect from 10th November 2012 and he holds office of Director up to the date of this Annual General Meeting.

The brief resumes and other details relating to the Directors who are proposed to be appointed/re.appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Report on Corporate Governance.

4. Auditors

M/s Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company, retire at the ensuing Annual General Meeting, and are eligible for re.appointment. The requisite certificate as per Section 224(1 B) of the Companies Act, 1956 has been received by the Company. The Audit Committee has recommended their re.appointment.

5. Corporate Governance

A report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

6. SEBI Regulations & Listing Fees

The annual listing fee for the year under review has been paid to BSE Limited, where your Company''s share is listed.

7. Fixed Deposits

Your Company has not accepted any public deposits during the year.

8. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors state:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper expla. nation relating to material departures;

- That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- That the Directors had 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; and

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

9. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the rules there under is given in Annexure A forming part of this report.

As required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a state. ment giving the required information relating to the employees covered there under is given in Annexure B forming part of this report.

10. Acknowledgments

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the share. holders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors

Date: 28th May 2013 Nihal Kulkarni

Place: Pune Vice Chairman

(Chairman of the meeting)

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Mar 31, 2012

The Directors have pleasure in presenting the 73rd Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March, 2012.

1. Financial Performance:

Amount in Rs. Year ending March 31,

2012 2011

Sales (Net) 131,774,882 165,690,478

Other Income 5,778,918 13,513,031

Profit on sale of Fixed Assets (81,346) 16,818,315

Profit/(Loss) on sale of Investments (Net) 3,496,476 15,591,948

Exceptional Items: VRS Benefits (68,881,404) 0.00

Profit before Tax (88,914,471) 22,760,169

Provision for Tax:

Current Tax 0.00 4,000,000

Deferred Tax (10,566,815) 488,400

Tax for earlier years 0.00 274,689

Net Profit/(Loss) for the Year (78,347,656) 17,997,080

Profit brought forward from the previous year 207,846,207 208,505,709

Appropriations:

(a) Proposed Dividend 0.00 14,284,161

(b) Corporate Dividend Tax 0.00 2,372,421

(c) Transfer to General Reserve 0.00 2,000,000

(d) Balance carried to Balance Sheet 129,498,551 207,846,207

3. Directors

Mr. Dattatraya R. Swar and Mr. Vinod R. Sethi retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The brief resume and other details, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Report on Corporate Governance.

4. Auditors

M/s. Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint Auditors for the current year and to authorise Board to fix their remuneration.

5. Audit Report

The Auditor's observations in para 4(v) of the Auditor's Report and para 3 and 5 of the Auditor's Report on Consolidated Financial State- ments, have been suitably explained/clarified in Note C-1 of Part C of Notes to Accounts and Notes to Consolidated Accounts respectively, and therefore do not call for any further comments.

6. Corporate Governance

A report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

7. SEBI Regulations & Listing Fees

The Annual Report, Corporate Governance Report, Financial Results, Share Holding Pattern, etc. statements of your Company can be accessed at website of Bombay Stock Exchange at www.bseindia.com as well as on the Company Website www.ggdandekar.com.

8. Fixed Deposits

The Company does not accept fixed deposits.

9. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors state:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reason- able 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 that period;

That the Directors had 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; and that the Directors have prepared the annual accounts on a going concern basis.

10. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the rules there under is given in Annexure A forming part of this report.

As required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered there under is given in Annexure B forming part of this report.

11. Acknowledgments

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the share- holders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors

ATUL C. KIRLOSKAR Chairman

Date: 10th August, 2012 Place: Pune

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Mar 31, 2010

The Directors have pleasure in presenting the 71st Annual Report together with audited annual accounts of the Company for the Financial Year ended 31 March 2010.

1. Financial Performance:

(Rupees) Year ending March 31,

2010 2009

Sales (Net of taxes) 192,562,146 172,647,000

Other Income 9,878,230 24,218,804

Profit on sale of Land 0 676,470

Profit on sale of Long Term Investments (6,085,316) 84,215

Profit before Tax 31,754,356 61,393,905

Provision for Tax:

Current Tax 13,000,000 20,000,000

Deferred Tax 2,094,904 101,396

Fringe Benefit Tax 0 430,000

Profit after tax 16,659,452 40,862,509

Profit brought forward from the previous year 210,502,839 191,121,142

Profit available for appropriation 227,162,291 231,983,651

Appropriations

Short Provision for Income tax for earlier years 0 269,058

(a) Proposed Dividend 14,284,161 14,284,161

(b) Corporate Dividend Tax 2,372,421 2,427,593

(c) Transfer to General Reserve 2,000,000 4,500,000

(d) Balance carried to Balance Sheet 208,505,709 210,502,839

Dividend

Your directors recommend a dividend of Rs.3/- per share (300%) for the financial year ended 31st March 2010. (Previous Year Rs. 3/- per share (300%).

Management Discussion & Analysis

The operations of the Company involve Manufacturing, Sales, Installation, Commissioning and After Sales Service of machines used in processing rice and cereals.

Industry Overview

The food grains processing industry is highly fragmented and spread across the entire country. During 2009-10, the industry witnessed a demand trend in line with its historic past. Timely rain fall, government policies and effect on the banking industry affect the cyclical demand of the industry. The process of paddy purchasing based on seasonality and festivals also determines cash flow and timeliness of the project.

Opportunities and Threats

In the year 2009-10 Company captured a string of orders in the 6 to 12 tonnes per hour range. The Company also saw impressive sales from the newly introduced whiteners, silky and color sorter.

During the year there was alarming increase in the input cost of iron and steel especially in the last two quarters which effected the profitability of the Company. Some of the rise in cost was absorbed by increasing sales realization. The Company sees similar trends in the current year due to huge demand of raw material in the construction, engineering and automobile sectors.

Segment-Wise Performance

The Company is exclusively into single segment of manufacturing of food processing machinery.

Outlook

The market scenario looks cautiously optimistic and there would be continued investments in the food grains machinery industry. Countries in Africa, Southeast Asia and Indian subcontinent are attractive markets for our products and services.

Concerns

During the current year, the industry witnessed entry of many new players selling single machines. As part of entry strategy, pricing was very low complemented with long credit term credit. Company has decided to focus on quality conscience customers who would pay for our performance and reliability.

Adequacy of Internal Controls

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded, and protected against loss from unauthorised use or disposition, and that transactions are authorised, recorded, and reported correctly.

The Company has an extensive system of internal controls which ensures optimal utilisation and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations as also internal policies and procedures.

The Company has successfully implemented SAP/ B1 financial and business management systems. These systems facilitate effective checks and controls as well as tight monitoring on a continuous basis.

The Company has appointed Independent Internal Auditors, who monitor and review all transactions independently to get higher level of efficiency and reports directly to the Audit Committee, which consists of a majority of independent directors, on quarterly basis. The Internal Auditors conduct audits in all key business areas as per the audit plan. All significant audit observations and follow up actions are reported to the Audit Committee alongwith Internal Audit reports. The minutes of Audit Committee are reviewed by the Board for its suggestions/ recommendations to further improve the internal control systems.

The Audit Committee periodically reviews audit plans, observations and recommendations of the Internal Auditors as well as external auditors with reference to significant risk areas and adequacy of internal controls.

Human Resource Development

The Company has always considered its Human Research as an asset and it is committed towards their development for continuous growth. We believe that highly engaged, talented and innovative people can lead to Business Excellence.

Major HR interventions relate to attraction and retention of talent, leadership development, competency development and employee engagement. The Company has adopted a Key Result Area (KRA) based performance appraisal system, and a performance linked incentive scheme for all its employees.

The Company identifies to nominate employees according to the individual training needs based on Performance Appraisal and Competency Mapping. In-house lectures and workshops are also conducted to stimulate healthy exchange of ideas.

The Company has adopted a policy of recruiting qualified, young and competent managers in order to enthuse energy and excitement which will directly influence creativity, innovation and dynamism in work place.

The total number of employees as on 31 March 2010are 144.

Industrial Relations

Company continues to enjoy healthy and productive relationship with workers.

Environment

In the year under review the Company has obtained noteworthy certification of ISO 9001:2008 for the purpose of standardisation.

Notes on Subsidiaries

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Accounts, prepared in accordance with Accounting Standard 21, and the Statement pursuant to Section 212 of the CompaniesAct, 1956.

G G Dandekar Investments Pte. Ltd.

The Company has incorporated a wholly owned subsidiary in the name of G G Dandekar Investments Pte. Ltd., an Investment Company to enable smooth long term investment in overseas projects, which has its registered office in Singapore.

Consolidated Accounts

The Annual Audited Consolidated Accounts and Cash Flow Statement, comprising of G. G. Dandekar Machine Works Ltd. and its subsidiary Company, appear in this Report in the section Consolidated Accounts. The Auditors Report on the Consolidated Accounts is also attached. The

Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India in this regard.

Forward-Looking Statements

This report contains forward-looking statements, which may be identified by their use of words like plans, expects, will, anticipates, believes, intends, projects, estimates or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Companys strategy for growth, product development, market position, expenditures, and financial results, are forward-looking statements.

Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The Companys actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

4. Directors

Mr. Atul C. Kirloskar and Mr. Nihal G. Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The brief resume and other details, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Report on Corporate Governance.

5. Auditors

Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorise the Board to fix their remuneration.

6. Corporate Governance

A report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

7. SEBI Regulations & Listing Fees

Since SEBI has stipulated electronic filing of Annual Report, Corporate Governance Report, Financial Results, Share Holding Pattern, etc. on website www.sebiedifar.nic.in, statements of your Company can be accessed at this website as well as on the Company Website www.ggdandekar.com.

The annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited where your Companys shares are listed.

8. Fixed Deposits

The Company does not accept fixed deposits.

9. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors state:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

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 profit of the Company for that period;

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;

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

10. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1 )(e) of the Companies Act, 1956 read with the rules there under is given in Annexure Aforming part of this report.

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered there under is given in Annexure B forming part of th is report.

11. Acknowledgements

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors

Date: 28 May 2010 Jeetendra M. Shende Nihal G. Kulkarni

Place: Pune Executive Director Vice Chairman