Directors Report of Gandhinagar Enterprise Ltd.

Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS (Rs. In Lacs)

Particulars For the year For the year ended ended 31st March, 2012 31st March, 2011

Profit before Depreciation, interest and taxation (EBIT) 519.70 506.48

Less : Depreciation 254.84 286.72

Less : Interest 170.62 132.32

Profit Before tax (PBT) 91.85 85.03

Provision for taxation 16.99 15.77

Deferred tax expenses 42.12 46.32

Earlier Year adjustment -1.52 0.31

Profit after tax (PAT) 31.21 22.95

REVIEW OF OPERATIONS

The year under review was very turbulent with heavy global economic uncertainties. However, Government of Gujarat has taken various initiatives for development of tourism. The Company received good response from the tourists and achieved income of Rs.162.1 lacs against income of Rs.101.08 lacs achieved during the previous year. The Company has earned profit of Rs.91.85 lacs against profit of Rs.85.03 lacs earned during the previous year.

PARTICULARS OF EMPLOYEES

There were no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) rules, 1975 hence, particular are not given for the same.

DIVIDEND

To cater the finance requirement of business operations your Directors do not recommend Dividend for the financial year ended on 31.03.2012.

INSURANCE

The Company has taken all necessary steps to insure its properties and insurable interest as deem appropriate and as required to have under various statutory and other requirement.

DIRECTORATE

Shri Yogeshchandra Joshi resigned with effect from 31.1.2012. The Board hereby conveys appreciation of the services rendered by him.

Shri P G Ramrakhiani and Shri Dinesh M Mundra retire at ensuing Annual General Meeting and are eligible for reappointment. The Board recommends their re-appointments.

AUDIT COMMITTEE

The Company has formed the audit committee as per the provisions of section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement. The Audit committee consist of following members:

AUDIT COMMITTEE

Shri P G Ramrakhiani Chairman

Wg Cdr Manik Anchlia Member

Shri Dinesh M Mundra Member

DIRECTOR''S RESPONSIBILITY STATEMENT

As Required under Section 217(2AA) of the Companies Act 1956, we hereby state that:-

1. That in the preparation of the annual accounts, the applicable accounting standards has been followed, along with proper explanation read with the notes to the accounts relating to material departures;

2. 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 as at 31st March, 2012 and of the profits of the Company for the year end on that date.

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

4. That the Directors had prepared the Annual Accounts on a going concern basis.

DEPOSITS

The Company has not accepted deposits from the public within the meaning of provisions of Section 58A of the Companies Act, 1956 and the Rules made there under.

AUDITORS

M/s G C Patel & Co. Chartered Accountants and M/s G J K & Associates, Chartered Accountants, both at Gandhi agar and joint Statutory Auditors of the Company retire at the ensuing Annual General Meeting. The Audit Committee has recommended to the Board about their re-appointments. The Auditors have given the certificate that the re-appointment, if made, will be within the prescribed limit specified under section 224 (1B) of the Companies Act, 1956. You are requested to consider their re-appointments.

The Auditors'' observations read with the Notes to the accounts are self explanatory.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

As required under Clause 49 of the Listing Agreement, your Company has already implemented Corporate Governance for the financial year 2011-2012. A Management Discussion and Analysis Report along with detailed report on Corporate Governance attached with this Report and form part of the Annual Report.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the service and co-operation extended by the Government Departments, State Bank of India, financial institutions, business associates and continue support of the employees at all levels and all the investors of the Company, which helped the Company to sustain its growth even during the challenging times.

For and on behalf of the Board

Place : Gandhinagar Pritesh V Joshi

Date : 14.08.2012 Chairman & Managing Director