Directors Report of Gujarat Cotex Ltd.

Mar 31, 2014

The Members

The directors have pleasure in presenting their annual report and the audited statement of accounts for the year ended on 31st March, 2014 together with the auditor''s report thereon.

FINANCIAL RESULTS

The summarized financial results for year end 31st March 2014 are as under

Amount in Rupees Particulars 2013-14

Sales (Income from Operations ) 78818150.00

Other Income 15.00

Profit form Prabhat Infotech Division 1480459.00

Total revenue 80298624.00

Profit ( )/loss (-) after interest but before depreciation & taxation 398598.00

The company continued to carry on business of trading in fabrics. It has also its proprietorship firm Prabhat Infotec which undertakes business relating to education franchise. There is no material development in business of company after the date of balance Sheet.

DIVIDEND

In view of inadequate profits directors do not recommend any dividend for the year ended 31st March 2014.

COMPANY PERFORMANCE

The company continued concentration on the activity of sale of fabrics . The turn over during the year increased form Rs.28533811/- to Rs.78818150/-. The profits from Prabhat Infotech Division has decreased for Rs.1775534/- to Rs.1480459/- . The net profits has decreased form Rs.703622/- to Rs.398589/- due to increase in expenses...

AUDITORS :

M/s. Adil Aibada and Associates, Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for reappointment. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of directors commend their reappointment.

FIXED DEPOSITS :

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE :

Certificate regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange, is enclosed..

STATUTORY INFORMATION :

(i) Information under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

A. CONSERVATION OF ENERGY

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form"A" to annexure in respect of industries specified in the schedule thereto: Not Applicable.

B. TECHNOLOGY ABSORPTION

Form B

Research & Development (R & D)

1. Specific area in which R & D carried by the company: None at Present

2. Benefits derived as a result of the above R & D: Does not arise.

3. Future plan of action: At present it is not under consideration

4. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

1. Efforts being made towards technology absorption, adaptation and innovation: None

2. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None

3. Imported technology : Not applicable as technology has not been imported.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Earning : Rs. Nil

Outgo : Rs. Nil

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UP TO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

DIRECTORS'' RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 financial year and of the loss of the company for the year.

(iii) the Directors has 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

(iv) the Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees, customers, suppliers, company''s bankers and members of the company for their continued support.

By order of Board of Directors

Date : 25/08/2014 Shailesh Parekh Place : Silvassa Managing Director