Directors Report of Gujarat Toolroom Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors present the 30" ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-14 ended on 31st March, 2014.

1. FINANCIAL PERFORMANCE:

As on As on 31.03.2014 31.03.2013

Total Income (Net) 3,49,784 1,50,000

Total Expenditure 29,91,775 6,34,193

Gross Profit/(Loss) (26,41,991) (4,84,193)

Less:

Depreciation NIL NIL

Provision for Taxation NIL NIL

Extra Ordinary Items (25,40,279) NIL

Tax Expense:

Adjustment of earlier years 39,381

Profit/ (Loss) after Tax (52,21,651) (4,84,193)

2. OPERATIONS OF THE COMPANY:

During the year under review, the company has achieved a sale of Rs.2.00 lacs as against Rs.1.50 lacs during the previous year. Your company has incurred Net Loss of Rs.52.21 lacs as against Net Loss of Rs.4.84 lacs during previous year.

In view of the loss suffered by the Company, your Directors express their inability to recommend dividend for the year under review.

3. DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

4. DIRECTOR:

Mr. Viral N. Shah and Mr. Tushar S. Shah, Directors of the Company, retires by rotation and being eligible offers themselves for re-appointment.

The Board of your Company recommends their re-appointment as Director under the category of liable to retire by rotation.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as the give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the financial year 2013-14 and of the Profit of the Company for the year.

iii. that the Directors have taken proper and sufficient care for 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 Directors have prepared the annual accounts on a going concern basis.

6. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

1) CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas NIL.

D. Total energy consumption and energy consumption per unit of production: NIL.

2) TECHNOLOGY ABSORPTION :

A. Adoption and innovation: N.A.

B. Research and development ( R & D ) : NIL

3) FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL

7. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975, as amended.

8. AUDITORS:

The present Auditors of the Company M/s. Dharmesh Parikh & Co., Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Dharmesh Parikh & Co., Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 139 of the Companies Act, 2013. Board of Directors of your Company favour their re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the conclusion of next Annual General Meeting of the Company.

The notes and remarks of Auditors'' are self-explanatory and therefore do not require any further clarification.

9. COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as Annexure.

10. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. Annual Listing Fees of Bombay Stock Exchange Ltd. and Ahmedabad Stock Exchange is outstanding for the year 2014-15. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed hereto.

12. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board of Directors

Suryakant H. Parikh Place : Ahmedabad Managing Director Date : 13/08/2014 (DIN:00038136)

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Mar 31, 2012

The Directors present the 28th ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended on 31st March, 2012.

1. FINANCIAL PERFORMANCE:

(Rs. In Lacs) 2011-12 2010-11

Sales 7.43 116.27

Other Income - -

Total Income 7.43 116.27

Less : Increase (Decrease) in Stock 7.08 114.60

Less: Expenses 3.43 3.08

Operating Profit/(Loss) (3.97) (1.41)

Less: Interest - -

Depreciation - -

Profit/(Loss) before Tax (3.97) (1.41)

Less: Taxation for the year(Fringe Benefit Tax) - -

Net Profit/(Loss) after Tax (3.97) (1.41)

Balance brought forward (202.83) (200.03)

Adjustment of Earlier Year - (1-40)

Balance Carried to Balance-Sheet (206.80) (202.83)

2. OPERATIONS OF THE COMPANY:

During the year under review, the company has achieved a sale of Rs. 7.43 lacs as against Rs. 116.27 lacs during the previous year. Your company has incurred Net Loss of Rs. 3.97 lacs as against Net Loss of Rs. 1.41 lacs during previous year.

In view of the loss suffered by the Company, your Directors express their inability to recommend dividend for the year under review.

3. DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as the give a true and fair view of the state of affairs of the Company at 31st March, 2012 being end of the financial year 2011-12 and of the Profit of the Company for the year.

iii. that the Directors have taken proper and sufficient care for 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 Directors have prepared the annual accounts on a going concern basis.

5. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

1) CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas NIL.

D. Total energy consumption and energy consumption per unit of production: NIL.

2) TECHNOLOGY ABSORPTION :

A. Adoption and innovation: N.A.

B. Research and development ( R & D ) : NIL

3) FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL

6. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975, as amended.

7. AUDITORS AND AUDITOR'S OBSERVATION:

The present Auditors of the Company M/s. Shyam Sunder & Associates, Chartered Accountants, Ahmadabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. Shyam Sunder & Associates, Chartered Accountants having firm registration no.l30197W as per ICAI, submitted certificate for his eligibility for appointment under Section 224(1B) of the Companies Act, 1956. The Board of Directors of your Company recommends his reappointment as auditors of the Company.

Auditors' observation and management's response to auditor's observation:-

Note No. "17"

iv) As during the year the company has not carried out any manufacturing and its related activity therefore the management has decided not to provide depreciation on plant & machinery during the year.

Apart from this, The notes and remarks of Auditors' are self-explanatory and therefore does not require any further clarification

8. COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as Annexure.

9. LISTING:

The Equity shares of the Company are listed on the Bombay Stock Exchange and the Ahmadabad Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange up to the year 2012-13. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

10. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed hereto.

11. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board of Directors

Suryakant H. Parikh Managing Director

Place: Ahmadabad Date : 14/08/2012

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Mar 31, 2010

The Directors present the 26th ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2009-10 ended on 31st March, 2010.



1. FINANCIAL PERFORMANCE :

(Rs. in Lacs)

2009-10 2008-09

Sales Nil 132.36

Other Income 0.28 2.04

Total Income 0.28 134.40

Less: Expenses 2.25 176.53

Operating Profit / (Loss) (1.97) (42.13)

Less: Interest - 1.65

Depreciation 0.38 0.99

Profit/ Loss before Tax (2.35) (44.77)

Less: Taxation for the year (Fringe Benefit Tax)

Net Profit / (Loss) after Tax (2.35) (44.77)

Balance brought forward (197.68) (152.91)

Balance Carried to Balance-Sheet (200.03) (197.68)



2. OPERATIONS OF THE COMPANY:

During the year under review, the company has not made any sale against sales of Rs. 132.36 lacs in the previous year. Your company has suffered an Operating Loss of Rs.1.97 lacs and Net Loss of Rs.2.35 lacs.

In view of the loss suffered by the Company, your Directors express their inability to recommend dividend for the year under review.

3. DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed;

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as the give a true and fair view of the state of affairs of the Company at 31st March, 2010 being end of the financial year 2009-10 and of the Profit of the Company for the year.

iii. that the Directors have taken proper and sufficient care for 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 Directors have prepared the annual accounts on a going concern basis.

5. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

1. CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas NIL.

D. Total energy consumption and energy consumption per unit of production: NIL.

2. TECHNOLOGY ABSORPTION :

A. Adoption and innovation : N.A.

B. Research and development (R&D): NIL

3. FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL

6. PARTICULARS OF EMPLOYEES:

There is no person drawing remuneration requiring disclosure under Section 217(12-A) of the Companies Act, 1956.

7. DIRECTORS:

One of your Directors Mr. Devang J. Gadoya retires by rotation: in terms of Articles of Association of the Company, he however, being eligible, offers himself for reappointment.

8. AUDITORS:

The present Auditors of the Company M/s Shyam Sunder & Associates, Chartered Accountants, Ahrnedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. Shyam Sunder & Associates, Chartered Accountants having firm registration no.130197W as per ICAI, submitted certificate for his eligibility for appointment under Section 224(1B) of the Companies Act, 1956. The notes, and remarks of Auditors are self-explanatory.

9. COMPLIANCE CERTIFICATE : ,

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as annexure.

10. LISTING :

The Equity shares of the Company are listed on Ahrnedabad and Mumbai Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange Ltd. up to the year 2010-11 and listing fees of Ahrnedabad Stock Exchange is outstanding. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

11. DEMATERIALISATION OF EQUITY SHARES :

To facilitate holding of securities in dematerialized / electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Thus, shareholders have an option to dematerialize their shares with either of the depositories. The ISIN No. allotted is INE145J01016.

12. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed hereto.

13. ACKNOWELDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.



For and on behalf of the Board of Directors

Place : Ahrnedabad DEVANG J. GADOYA

Date : 12/08/2010 Chairman