Directors Report of Girdharilal Sugar & Allied Industries Ltd.

Mar 31, 2015

Dear Shareholders,

The directors are pleased to present the Twenty Sixth Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2015.

1. Financial Highlights

The highlights of the financial results of the Company for the year ended 31st March, 2015 is summarized below

(Rs in Lacs)

Particulars 2014-2015 2013-2014

Sales, Interest and other receipts 13656 _6676 Gross Profit before financial cost & Depreciation & Exceptional 664 (144) Items

Financial Cost 112 86

Depreciation 47 49

Profit the year 505 (279)

Less: Tax Expenses 180 36

Balance 325 (243)

Balance brought forward from last year 463 706

Balance Carried to Balance Sheet 788 463

2.Operational Highlights & Future Prospects Your Directors had, in the last report, informed the members that Hon'ble BIFR, vide its order dt. 15/01/2014, had sanctioned merger of earstwhile Premier Industries (India) Ltd.(Transferor Company) with our company ie, Girdharilal Sugar And Allied Industries Ltd. (Transferee company) with all Assets and Liabilities at its fair value w.e.f. 01/04/2013. The company has since complied with most of the requisite formalities.

The current financial year was overall favorable for the company, mainly for the Dairy business. During the year under consideration the company's turnover and other receipts stands at Rs. 13656 Lacs as against Rs.6676 Lacs achieved during last year. The year ended with a net profit of Rs.325 Lacs after considering interest, depreciation and deferred tax as against Net loss of Rs.243 Lacs in the previous year.

During the year the Company has processed 18802 MT of Soya been seed as against 1220 MT in the previous year. Similarly, the company has refined 92 MT of crude oil in its Refinery as against 478 MT in the previous year. The Soya Division recorded a net turnover and other receipts of Rs.6480 Lacs as against Rs. 1978 Lacs in the previous year.

In Dairy division the company has processed 18093 Kl of Milk and 748 Mt of S.N.F. (including 5881 Kl of Milk on job work basis) as against 9689 Kl of milk and 353 Mt of S.N.F/Fat in the previous year (Including Nil Kl on job work basis) and has achieved a turnover of Rs.7176 Lacs as against Rs.4698 Lacs achieved in the previous year.

The Soya Industry continues to underperform during this year. The price of soya been continues beat a higher level due to huge demand and speculative tendency. On the other hand, the realization of soya oil as well as soya De- oiled cakes was subdued due to import of oil and depressed market conditions. Moreover, the cost of other inputs and consumables had increased. This resulted in disparity in the operations. However, the Dairy operations were quite favorable during the year. The company has achieved satisfactory capacity utilization by processing milk for self as well as on behalf of other reputed parties mainly Govt, milk federations.

Your Directors may inform that the Company's programme for modernization of Plant & Equipments of both Soya and Dairy Division including Boiler etc.has completed during this financial year i.e. by the end of May 2015. The modernization program will result in net saving in cost of production. The Company further expects to stabilize soya and dairy operations in the current year. All these measures will improve the bottom-line of the Company in the near future.

During the year the company has closed its corporate office at 106/107 Chetak Centre, R.N.TMarg, Indore due to administrative reasons and is now operating from its registered office cum factory premises at 45/47 A Industrial Area No. 1, Agra Bombay Road, Dewas (M.P).

3.Share Capital

During the year, the company has issued 578887 fully paid up equity shares of Rs.10/each, aggregating to Rs.5788870 to the shareholders of Premier Industries (India) Ltd.fTranferor Company) in the ratio of 1:10(one share for every 10 share held by shareholders in Premier Industries (I) Ltd.).in terms of BIFR order dt. 15/01/2014.

The company has already made application to BSE/CDSL for listing/admission of aforesaid 578887 shares and expects to get their approval shortly.

4. Dividend

Due to financial prudency, no dividend is declared.

5. Directors

During the year, Smt. Sangeeta Agrawal (DIN 00419726) was appointed as Additional Women Director w.e.f. 18.03.2015 of the Company by the Board in terms of Section 161 of the Companies Act, 2013. She holds office up to the date of the ensuing Annual General Meeting of the Company. The Company has received notice in terms of Section 160 of the Companies Act, 2013 for appointment of Smt. Sangeeta Agrawal as Director liable to retire by rotation.

Shri Rajesh Agrawal (DIN: 00107009) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

All the appointments of the Directors of the Company are in compliance with the provisions of Section 164 (2) of The Companies Act, 2013.

6. Deposits

During the year under review, your Company has not accepted any fixed deposits under Section 73 of the Companies Act, 2013.

7. Fixed Assets

During the year the company has started implementing the modernization programme in terms of BIFR order dt 15/01/2014 for which Canara Bank has sanctioned and disbursed Term Loan. Till 31/03/2015 the company has incurred capital expenditure of Rs.1003 Lacs which is shown as Capital work in progress under the head Fixed Assets. Canara Bank has also disbursed Term Loan of Rs.720 Lacs till 31.03.2015. The Fixed Assets are adequately insured.

8. Management Discussion and Analysis

The Management's Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

9. E-Voting Facility

The Company has also taken steps for providing e-voting facility to the shareholders of the company and are in the process of complying with necessary formalities in this regard.

10. Appointment of Cost Auditor

As per the Companies (Cost Records and Audit) Rules, 2014 the Company has appointed M/s. M.Goyal & Co., Cost Accountants, Indore (M.P), as the Cost Auditors for the purpose of conduct of Cost Audit of the Cost Accounting Records of the Company for the Financial Year 2015-2016

11. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

12. Number of meetings of the board

Six meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

13. Board evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

14. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

15. Auditors

The Company's Statutory Auditors, M/S. M. Mehta & Co. Chartered Accountants, Indore (MP.) will retire at the ensuing Annual General Meeting of the company and being eligible offers themselves for re-appointment. The Company has received a certificate from M/s. M. Mehta & Co to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of The Companies Act, 2013. The Board of Directors recommends to the shareholders the appointment of M/s. M. Mehta & Co as Statutory Auditors of the Company.

16. Auditors' report

Your Directors would like to provide following clarification on points mentioned in the Auditors Report.

A. Under Qualified Opinion

The Company has not provided for liabilities for Minimum Alternate Tax (MAT) under Income Tax Act, 1961 as the company of the opinion that-

a) That the Board for Industrial and Financial Reconstruction (BIFR), vide its order dated 15/01/2014, had ordered for merger of Premier Industries (Transferor Company) with Girdharilal Sugar And Allied Industries Limited (Transferee Company) with all its Assets and Liabilities.

b) That the BIFR had provided in its order several reliefs and concessions to the merged company (GSAIL). Accordingly to clause-16.7 of Relief & Concessions, BIFR has directed CBDT to consider "to exempt/grant relief to the company form the provisions of Section 41(1), 45,72(3), 43B, 79,80 read with 139, 115JB and provisions of Chapter-XVII of the Income Tax Act."

c) That the company in the meanwhile decided to approach the concerned Income Tax authorities for granting aforesaid relief under various Sections/Chapter of income Tax Act.

B. Under Emphasis on matters

1) As regards interest on loans given to related party, your Directors would like to clarify that the said related party is a sick company since 2002, registered with BIFR as Case No.449/2002 and are facing severe liquidity crunch. The said related company had approached to our company for waiver of interest for this financial year and for earlier financial year. Your Directors in their meeting had considered the request and agreed for waiver thereof in view of precarious liquidity crunch in the said related company

2) Various unpaid/undisputed liabilities relates to the transferor company i.e. Premier Industries (I) Ltd., which was sick industrial company since 1999. The company is of the opinion that it will enjoy waiver of interest on payment of those liabilities in view of its BIFR status as well as Relief Undertaking status which is likely to be granted by State Government of MP in due course in terms of BIFR order.

17. Secretarial auditors' report

Secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report

18. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments have been disclosed in the financial statements.

19. Transactions with related parties

The transaction with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in the Financial Statement.

20. Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.

21. Particulars of employees

The Company has not paid any remuneration attracting the provisions of the Companies Act, 2013 under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report. The Company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges

23. Code of conduct

The Board has laid down a code of conduct for all Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2014-15.

24. Listing

The equity shares of the Company are listed with Bombay Stock and efforts are being made to lift the suspension of trading in NSE.

25. Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 134 (3m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure-1 and forms part of this report.

26. Corporate Governance

The Company has been practicing the principles of good Corporate Governance during the year. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on corporate governance form part of the Annual Report. Your Company is also following the Secretarial Standard norms issued by the Institute of Company Secretaries of India (ICSI).

27. Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to receive the same support for our endeavor to grow consistently.

Place: DEWAS (M.P.)

Date: 31st July, 2015

FOR AND ON BEHALF OF THE BOARD RAJESH AGRAWAL

CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2014

Dear Members,

The Directors are presenting before you the 25th Annual Report of the Company along with the Audited Accounts for the year ended 31/03/2014.

FINANCIAL HIGHLIGHTS 2013-2014 2012-2013

PARTICULARS (Rs. in lacs) (Rs. in lacs)

Sales. Interest & Others Receipts 6676 23

Gross Profit before financial cost & Depreciation & exceptional items (-) 144 2

Financial Cost 86 0

Depreciation 49 1

Profit for the year (-)279 1

Less : Tax Expenses 36 3

Balance (-)243 (-)2

Balance Brought forward from last year 706 708

Balance carried to Balance Sheet 463 706

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

Your Directors are glad to inform that during F.Y. 2013-14, Board For Industrial & Financial Reconstruction (BIFR) vide its order dated 15/01/2014 has sanctioned merger of Premier Industries (I) Ltd. (Transferor Company) with our Company i.e, Girdharilal Sugar And Allied Industries Ltd. (Transferee Company) with all Assets and Liabilities at fair value with retrospective effect from 01/04/2013. State Government of M.P. had already approved merger of Premier Industries (I) Ltd. with Girdharilal Sugar And Allied Industries Ltd., in its High Powered Committee Meeting held on 27/02/2013 as reported in Director''s Report for previous year.

The Company has therefore, aquired existing business of Premier Industries (I) Ltd., as a going concern. These business include -

i) A modern Dairy Plant for manufacturing Pure Ghee, Skim Milk Powder etc

ii) A 250 TPD Soya Solvent Plant

iii) A 50 TPD Edible Oil Refinery

iv) A lecithin plant.

The Company has also complied with necessary formalities by filing papers with Registrar of Companies, Gwalior, M.P., who has approved such merger. Most of the other requisite formalities in terms of BIFR approval has either already been complied with or the Company is in the process of complying the same and hope to complete the balance formalities by the end of current Financial Year.

During the year the Company has processed 1220 MT of Soyabeen seed and has refined 478 MT of crude oil in its refinery. Similarly the Company has processed 9689 KL of Milk during the year in its Milk Plant. The aforesaid figures are relevant to post merger with effect from 01/04/2013 as ordered by BIFR and hence not comparable with the previous year.

During the year under consideration, the Company''s turnover and other receipts stands at Rs.6676 lacs as against Rs.23 lacs in the previous year.The net profit of the company, after considering interest, depreciation and deferred tax was Rs.(-)243 lacs as against Rs.(-)1.88 lacs in the previous year and the said loss has been carried over to Balance Sheet.

Your Directors may inform that the Company''s Banker has sanctioned in the current year a term loan of Rs.10.00 crore for modernization of Plant & Equipments of both Soya and Dairy Division including Boiler etc. The modernization program is expected to be completed during this Financial Year and will result in net saving in cost of production. The Company further expects to stabilize soya and dairy operations in the current year. All these measures will improve the bottomline of the Company in the near future.

Share Capital

In terms of BIFR Order dated 15/01/2014, the Company has since cancelled 8,80,000 fully paid up Equity Shares of Rs.10/- each aggregating to Rs.88.00 lacs held by Premier Industries (I) Ltd. (transferor company), in the Company. Post cancellation, the Subscribed Capital of the company stands at Rs. 185900000 divided into 18590000 Equity Shares of Rs.10/- each. Similarly in terms of BIFR Order, the Company is required to issue shares to the shareholders of Premier Industries (I) Ltd. (transferor company) in the ratio of 1:10 (one share for every 10 share held by shareholders in Premier Industries (I) Ltd.). The Company has already announced the date of Book Closure (Record Date) from Tuesday, the 23rd September, 2014 to Tuesday, the 30th September, 2014, after which the Shares will be issued in terms of BIFR Order.

DIVIDEND

Due to financial prudency, no dividend is declared.

PUBLIC DEPOSIT

During the year the company did not invite any deposit from the public under section 58 A of the Companies Act, 1956.

FIXED ASSETS

During the year under review fixed Assets worth Rs. 15.09 lacs was acquired besides fixed assets of Rs.2406.84 lacs acquired by way of merger as per BIFR Scheme. In addition the Company has incurred Rs. 12.01 lac towards Capital Work in progress.

DIRECTORS

Shri R.G. Agrawal, Director of the Company retire by rotation and being eligible, offer himself for reappointment. In view of the valuable contribution made by Shri R.G. Agrawal, the Board of Directors of your company recommend re-appointment of Shri R.G. Agrawal, as Director of the company.

Shri Rajesh Agrawal was earlier appointed as Chairman & Managing Director of the Company for 5 years from 01/09/2009 to 31/08/2014. In view of valuable contribution made by Shri Rajesh Agrawal for the progress of the company and as recommded by the audit committee, the Board of Directors recommends reappointment of Shri Rajesh Agrawal as Chairman & Managing Director of the company for a further period of 3 years, with remuneration from 01/09/2014 to 31/08/2017.

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employees has drawn not more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month during the relevant year.

AUDITORS

The Statutory Auditors M/s. M. Mehta & Company, Chartered Accountants retire at the conclusion of the 25th Annual General Meeting and being eligible,offer themselves for reappointment. The Directors recommend for approving reappointment of M/s. M. Mehta & Co., Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

AUDITORS REPORT

Your Directors would like to provide following clarification on points mentioned under emphasis of matter referred to in the Auditors Report.

1) As regards interest on loans given to related party, your Directors would like to clarify that the said related party is a sick company since 2002, registered with BIFR as Case No.449/2002 and are facing severe liquidity crunch. The said related company had approached to our company for waiver of interest for this financial year 2013-14 and for earlier financial year i.e. 2012-13. Your Directors in their meeting had considered the request and agreed for waiver thereof in view of precarious liquidity crunch in the said related company.

2) The facts and figures of merger of Premier Industries (I) Ltd., (the transferor company) with our company i.e. Girdharilal Sugar And Allied Industries Ltd. (the transferee company) are as per terms contained in BIFR Order dated 15/01/2014.

3) Various unpaid/undisputed liabilities relates to the transferor company i.e. Premier Industries (I) Ltd., which was sick industrial company since 1999. The company is of the opinion that it will enjoy waiver of interest on payment of those liabilities in view of its BIFR status and Relief Undertaking status which is likely to be granted by State Government of M.P in due course in terms of BIFR Order.

DIRECTORS'' RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31'' 2014, and of the Loss after extraordinary items of the company for the year ended on that date.

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

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

CORPORATE GOVERNANCE

A Report on Corporate Governance is enclosed.

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

The information required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the support by the Company from Banks, Governments and the Employees.

FOR AND ON BEHALF OF THE BOARD

PLACE: INDORE RAJESH AGRAWAL DATE : 30.08.2014 Chairman & Managing Director

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Mar 31, 2013

Dear Members,

The Directors are presenting before you the 24th Annual Report of the Company along with the Audited Accounts for the year ended 31/03/2013.

FINANCIAL HIGHLIGHTS

2012-2013 2011-2012 PARTICULARS (Rs. in lacs) (Rs. in lacs)

Sales, Interest & Others Receipts 23 155

Gross Profit before financial cost & Depreciation & exceptional items 2 89

Financial Cost 0 4

Depreciation 1 1

Previous Year Adjustments/Exceptional Items 0 15

Profit for the year 1 69

Less '' Tax Expenses 3 56

Balance (-)2 13

Balance Brought forward from last year 708 695

Balance carried to Balance Sheet 706 708

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

Your Directors had earlier informed you in the last Report that the Company were eagerly looking out for suitable business opportunity, post sale of Sugar Mill. Your Directors are now glad to inform that State Government in its High Powered Committee Meeting dated 27/02/2013 had approved Company''s proposal for making strategic investment in Premier Industries (I) Ltd., who are engaged in Soya and Dairy operations, under the Industrial Promotion Policy of the State Government. The Govern- ment has also approved the merger of Premier Industries (I) Ltd., with Girdharilal Sugar And Allied Industries Ltd,, subject to BIFR approval since Premier Industries is registered with BIFR. This strategy will help your Company in saving time required for putting a greenfield Soya/Dairy business, though the Company is eager to put a greenfield Dairy Project in near future for which it is studying various parameters.

Due to aforesaid reasons, the Company has not made provisions for interest on loan to Premier Industries as well as other Concerns who are either registered with BIFR or are facing severe financial crunch. Therefore, the interest income of the Company stands only at Rs.23 lacs during the year as against Rs.155 lacs In the previous year. Similarly the net profit for the year, after providing for interest, depreciation and taxes stood at Rs.1.00 lac as against Rs.13 lacs in the previous year. Your Company''s Shares continued to be listed at BSE and admitted at Central Depository Services Ltd., (CDSL). DIVIDEND

Due to financial prudency, no dividend is declared. PUBLIC DEPOSIT

During the year the company did not invite any deposit from the public under section 58 A of the Companies Act, 1956. FIXED ASSETS

During the year, the company has not purchased any fixed Assets as against purchase of furniture & fixtures worth Rs.0.12 lacs in the previous year. DIRECTORS

Dr. S.R. Sharma, Director of the Company retire by rotation and being eligible, offer himself for reappointment. In view of the valuable contribution made by Dr. S.R. Sharma, the Board of Directors of your company recommend re-appointment of Dr. S.R. Sharma, as Director of the company. PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employees has drawn not more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month during the relevant year. AUDITORS

The Statutory Auditors M/s. M. Mehta & Company, Chartered Accountants retire at the conclusion of the 24th General Meeting and being eligible.offer themselves for reappointment. The Directors recommend for approving reappointment of M/ s. M. Mehta & Co., Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration. AUDITORS REPORT

The Notes to the Accounts referred to in the Auditors Report are self explanatory and are properly dealt with in Notes to the Accounts.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31'' 2013, and of the Profit after extraordinary items of the company for the year ended on that date. iii That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the annual accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE A Report on corporate Governance is enclosed.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO These aspects are presently not applicable and will be complied in case of future investments.

The information required under section 217 (i) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and form part of this report.

ACKNOWLEDGEMENT Your Directors acknowledge with gratitude the support by the Company from Banks, Governments and the Employees.

CORPORATE GOVERNANCE REPORT

The corporate vision is to become a highly efficient, competent and qualitative manufacturing, trading and exporting house by utilising best resources both in the domestic market as well as in the overseas market.

The governance is excercised as per best practice by following bodies :-

a) Board of Directors:- composition Name Status

Rajesh Agrawal Chairman and Managing Director

Dr. S.R. Sharma Non - Executive - Independent Director

Ram Gopal Agrawal Non - Executive - Independent Director

Dr. G.P. Tulsyan Non - Executive - Director

b) Audit Committee - Composition

Dr. S.R. Sharma Chairman

Ram Gopal Agrawal Member

Dr. G.P. Tulsyan Non - Executive - Director

c) Shareholders / Investors Grievance Committee - Composition

Ram Gopal Agrawal Chairman

Dr. S.R. Sharma Member

Rajesh Agrawal Member

Highlights of corporate governance matter are as follows :-

I) The AGM for the year 2011-12 was held at the registered office on 29/09/2012.

II) The quarterly results for the year 2012-13 were reported in time during last weak of subsequent months.

III) Secreterial Audit reports of a qualified practising company secretary were submitted to the exchange in time.

IV) The company has resolved shareholders querries/complains received during the year.

Code of Conduct

The Company has adopted a Code of Conduct for Directors and Senior Management. It is the responsibility of all employees and Directors to familiarise themselves with the Code and comply with the same.

The Code includes provisions where the employees of the Company can voice their concerns on violation and potential violation of the Code in a responsible and effective manner.

Place :INDORE

Date : 30/05/2013 FOR GIRDHARILAL SUGAR AND ALLIED INDUSTRIES LTD.

Rajesh Agrawal

Chairman & Managing Director

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Mar 31, 2010

The Directors are presenting before you the 21st Annual Report of the Company along with the Audited Accounts for the year ended 31/03/2010.

FINANCIAL HIGHLIGHTS 2009-2010 2008-2009

(12 months) (9 months) (Rs. in lacs) (Rs. in lacs)

Interest & Others Receipts 322 1872

Gross Profit before Interest,

Depreciation, Profit on sale of fixed Assets and exceptional items 195 107

Interest & Financial Expenses 51 20

Depreciation 1 70

Previous Year Adjustments 1 0

Profit for the year 144 17

Add : Profit on sale of Fixed Assets 0 1920

Less/Add : Exceptional Items 0 (371)

Less : Provision for Taxation -9 (659)

Balance 153 907

Balance Brought forward from last year 515 (391)

Balance carried to Balance Sheet 668 516

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

The Company is consolidating its position, post sale of Sugar Mill in the previous year. During the year under consideration, the Company has achieved interest income of Rs.322 lacs as against sale proceeds and other income of Rs.1872 lacs in the previous year. The Gross Profit before interest and depreciation for the year is Rs.195 lacs as against Rs.107 lacs in the previous year. The Net Profit for the year after interest and depreciation is Rs.144 lacs as against Rs.17 lacs in the previous year. After considering exceptional items and provision of taxation, the balance profit works out to Rs.153 lacs (as against Rs.907 lacs in the previous year) which together with brought forward profit of Rs.515 lacs, aggregating to Rs.668 lacs, has been carried to Balance Sheet.

Your Directors are continuously observing the economic scenario and are eager to start new business module including export of agricultural produce etc. In view of incentives provided by various Governments to start Solar Power Project, your Directors had also decided to take part in a small 50 MW Solar Power Project at Rajasthan. However, with the changing scenario and the increased competitiveness, the same seems to be not working out properly. Similarly, your Company had earlier participated in Tenders of Government Sugar Mill in other States, however, the Govt, has not taken any decision so far, hence the same could not materialize. Your Directors is studying various opportunities available before taking any final decision at an appropriate time.

DIVIDEND

Due to financial prudency, no dividend is declared.

PUBLIC DEPOSIT

During the year the company did not invite any deposit from the public under section 58 A of the Companies Act, 1956.

FIXED ASSETS

During the year, the company has purchased furniture and fixtures of Rs.1.35 lacs.

DIRECTORS

Dr. S.R. Sharma, Director of the Company retire by rotation and being eligible, offer himself for reappointment. In view of the valuable contribution made by Dr. S.R. Sharma, the Board of Directors of your company recommend re-appointment of Dr. S.R. Sharma as Director of the company.

Shri Murari Prasad, a Director of the Company has resigned from the Board due to his personal reasons w.e.f.31/07/2010. The Board placed on record the valuable contribution made and services rendered by Shri Murari Prasad to the Company.

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employees has drawn not more than Rs.24,00,000/- per annum or Rs.2,00,000/- per month during the relevant year.

AUDITORS

The Statutory Auditors M/s. M. Mehta & Company, Chartered Accountants retire at the conclusion of the 21st General Meeting and being eligible,offer themselves for reappointment. The Directors recommend for approving reappointment of

M/s. M. Mehta & Co., Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

AUDITORS REPORT

The Notes to the Accounts referred to in the Auditors Report are self explanatory and are properly dealt with in schedule "S" of the Annual Accounts. Your Directors may further add that the company was able to mutually settle old cane dues two parties and settled payment shown in the Profit & Loss account. Again, a sum of Rs. 20.14 was incurred for Solar Project Expesnes which is shown under Miscellaneous expenditure in the Balance Sheet.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms :

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31 2010, and of the Profit after extraordinary items of the company for the period ended on that date.

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

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

CORPORATE GOVERNANCE

The Audit Committee constituted earlier is working satisfactorily. The Committee is quite helpful in strengthening the internal control procedures, MIS and other statutory matters During the period 2009-10 the Committee met 4 times.

Senior Executives of the Company, representatives from Statutory Auditors also attended the Committee Meeting, whenever necessary, to clarify the points being raised by the Committee Members.

The Company is continuously reviewing other aspects giving strength to the Corporate Governance in consultation with the Auditors and Corporate Consultants.

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

Since the Company has sold its Sugar Mill, these aspects are presently not applicable and will be complied in case of future investments.

The information required under section 217 (i) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and form part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the support by the Company from Banks, Union and State Governments and the Employees.



for and on behalf of the Board

Girdharilal Sugar And Allied Industries Limited

DATE: 30.08.2010 RAJESH AGRAWAL

PLACE: INDORE Chairman & Managing Director