Directors Report of Garodia Chemicals Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 32^nd Annual Report of the Company
together with the Audited Statement of Accounts for the year ended 31^st March, 2024

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results:

The Company''s performance during the year ended 31^st March, 2024 as
compared to the previous financial year, is summarized below:

In Rupees (Rs.)

Particulars	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023
Income	75	-
Less: Expenses	13,10,984	5,99,716
Profit/ (Loss) before tax	(13,10,909)	(5,99,716)
Less: Provision for tax	-	-
Income Tax of earlier years w/ off
Exception Income	-	-
Exception expenditure	-	-
Profit after Tax	(13,10,909)	(5,99,716)

Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-
Balance carried to Balance sheet	(13,10,909)	(5,99,716)

b. OPERATIONS:

During the period under review, the Company has not carried on any
business activities.

c. DIVIDEND:

With a view to reserve resources of the company, your directors have not
recommended any dividend for the financial year under review.

d. UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education &
Protection Fund (IEPF) and no amount is lying with Unpaid Dividend A/c
of the Company.

e. TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount
to Reserves.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND

TOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary,
associate and joint venture company.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 ("the Act")
read with the Companies (Acceptance of Deposit) Rules, 2014 during the year

under review.

Hence, the requirement for furnishing of details relating to deposits.
covered under Chapter V of the Act or the details of deposits which are not
in compliance with Chapter V of the Act is not applicable.

h. LOANS FROM DIRECTORS OR DIRECTORS'' RELATIVES:

The Company has taken a loan from Mr. Mahesh Kumar Garodia who is
director of the company and Mr. Nishant M Garodia director''s relative, and
thus they has given the declaration in writing to the Company stating that
the amount is not being given out of funds acquired by him by borrowing
or accepting loans or deposits from others.

Accordingly, the following amount is excluded from the definition of
Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits)
Rules, 2014: -

Sr no.	Name of Director giving Loan	Amount
1.	Mahesh Kumar Garodia	4,10,40,598
2.	Nishant M Garodia	19,25,272

i. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED
PARTIES :

All the related party transactions/contracts/arrangements that were entered
into by the Company with related party(ies) as defined under the provisions of
Section 2(76) of the Companies Act, 2013 during the year under review were on
an arm''s length basis and were in compliance with the applicable provisions of
the Act and the Listing Regulations.

j. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 in respect of Conservation of Energy, Technology Absorption, Foreign
Exchange earnings and outgo etc. (if any) are furnished in Annexure I which
forms part of this Report.

k. WEB ADDRESS OF WHERE ANNUAL RETURN REFERRED U/S 92(3) WILL BE

HOSTED:

Pursuant to the provisions of Section 92(3) read along with Section 134(3)(a) of
Companies Act, 2013, the Annual Return as on March 31, 2024 will be available on
Company''s website on: https://www.gchem.co.in/

l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND
SECURITIES:

The Company has not made any loans, guarantees and investments covered
under section 186 of the Act.

m. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION
DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE
TIME OF ONE TIME SETTLEMENT.

There was no instance of one- time settlement with any bank or Financial Institution.

n. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE
UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The company has filed application with Hon''ble National company law
Tribunal ("NCLT") to initiate Pre-Packaged Insolvency Resolution Process
under Insolvency and Bankruptcy code 2016 on August 25, 2023, which was
rejected by Hon''ble NCLT vide its order dated November 8, 2023.

Then, the Company approached to Hon''ble National Company Law Appellate
Tribunal ("NCLAT") on December 8, 2023 against the order of Hon''ble NCLT.

The Hon''ble NCLAT has set aside the order of Hon''ble NCLT dated November
8, 2023 vide its order dated March 5, 2024.

Then, the company filed the Petition before Hon''ble NCLT for initiation of Pre¬
Packaged Insolvency Resolution Process (PPIRP) under 54C of the Insolvency
and Bankruptcy Code, 2016 (IBC Code) again, which was admitted on April
16, 2024. The proceedings of under IBC are in process and pending before
Honble NCLT.

o. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT,

2013:

The company filed the Petition before Hon''ble NCLT for initiation of Pre¬
Packaged Insolvency Resolution Process (PPIRP) under 54C of the
Insolvency and Bankruptcy Code, 2016 (IBC Code), the same is pending
before the Hon''ble NCLT.

Except as disclosed elsewhere in this report, no material changes and
commitments have occurred between the end of the Financial Year of the
Company and date of this report which could affect the Company''s
financial position.

p. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS -

The Internal Financial Controls with reference to financial statements as
designed and implemented by the Company are adequate. During the year
under review, no material or serious observation has been received from
the Statutory Auditors of the Company for inefficiency or inadequacy of
such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

i. Appointment:

There was no appointment of the Directors of the Company during the financial
year 2023-24.

ii. Resignation:

None of the Directors of the Company has resigned as Director of the
Company during the financial year 2023-24.

iii. Changes in the Key Managerial Personnel:

During the year under review, Ms. Alfiya Parvez Pathan was appointed as
Company Secretary and Compliance Officer w.e.f. September 04, 2023.

Thereafter, Ms. Alfiya Pathan, the Company Secretary & Compliance Officer
of the Company has resigned w.e.f. January 02, 2024.

iv. Retirement by rotation

In accordance with the provisions of the Act, none of the Independent
Directors were liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Mahesh
Garodia (holding DIN: 01250816) is liable to retire by rotation at the ensuing

Annual General Meeting and, being eligible, has offered himself for
reappointment. The Board of Directors recommends the re-appointment of
Mr. Mahesh Garodia as a Director of the Company. The detailed profile of
Mr. Mahesh Garodia, recommended for re-appointment is mentioned in the
Notice for the AGM in pursuance to Secretarial Standards-2 and Regulation
36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

b) DECLARATIONS BY INDEPENDENT DIRECTORS:

During the Financial Year under review, declarations were received from
all Independent Directors of the Company that they satisfy the "criteria of
Independence" as defined under Regulation 16(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with the
provisions of Section 149(6) of the Companies Act, 2013, the Schedules and
Rules framed there under.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 06 times during the financial year ended 31^st
March 2024 in accordance with the provisions of the Companies Act, 2013
and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in
respect of all the above-Board meetings.

b. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the
provisions of Section 177 of the Companies Act, 2013. The composition of
the Audit Committee is in conformity with the provisions of the said
section. The Audit Committee comprises of:

1. Mr. Kunal Naik - Chairman,

2. Mr. Brian Fernandes - Member.

3. Mr. Mahesh Garodia - Member.

The Audit Committee met 05 times during the financial year ended 31^st
March 2024 in accordance with the provisions of the Companies Act, 2013
and rules made thereunder.

The scope and terms of reference of the Audit Committee have been in
accordance with the Act and the Listing Agreement entered into with the
Stock Exchanges.

During the year under review, the Board of Directors of the Company
accepted all the recommendations of the Committee.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted
by the Board of Directors of the Company in accordance with the
requirements of Section 178 of the Act.

The Composition of the Committee is as under:

1. Mr. Kunal Naik - Chairman & Independent Director

2. Mr. Brian Fernandes - Member

The members of the Nomination and Remuneration committee met once during
the year under review.

The Board has in accordance with the provisions of sub-section (3) of Section18
of the Companies Act, 2013, formulated the policy setting out the criteria for
determining qualifications, positive attributes, independence of a Director and
policy relating to remuneration for Directors, Key Managerial Personnel, and
other employees.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee, as constituted by the Board of
Directors of the Company is in accordance with the requirement of the
Regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with the provisions of Section 178 of the Companies
Act, 2013.

The said Committee comprises of:

1. Mr. Kunal Naik - Chairman

2. Mr. Mahesh Garodia- Member

3. Mr. Brian Fernandes - Member

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of
Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism
Policy" for Directors and employees of the Company to provide a mechanism
which ensures adequate safeguards to employees and Directors from any
victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any, financial statements and
reports, etc.

The employees of the Company have the right/option to report their
concern/ grievance to the Chairman of the Audit Committee. The Company
is committed to adhering to the highest standards of ethical, moral and legal
conduct of business operations.

f. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances which
may lead to negative consequences on the Company''s businesses and
define a structured approach to manage uncertainty and to make use of
these in their decision-making pertaining to all business divisions and
corporate functions. Key business risks and their mitigation are considered
in the annual/ strategic business plans and in periodic management reviews.

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provision of Corporate Social Responsibilities is not applicable to
the Company.

h. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own
performance, and of the directors individually, as well as the evaluation of
all the committees i.e., Audit, Nomination and Remuneration, Stakeholders
Relationship, other Committee of Directors.

The Board adopted a formal evaluation mechanism for evaluating its
performance and as well as that of its committees and individual directors,
including the Chairman of the Board the exercise was carried out by
feedback survey from each directors covering Board functioning such as
composition of Board and its Committees, experience and competencies,
governance issues etc. Separate Exercise was carried out to evaluate the
performance of individual directors including the Chairman of the Board
who were evaluated on parameters such as attendance, contribution at the
meeting etc.

In a separate meeting of Independent Directors held on February 14, 2024
performance of non- independent directors, performance of the Board as a
whole and performance of the Chairman was evaluated, considering the
views of Executive director.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR
THE YEAR ENDED 31^st MARCH 2024:

The observations / qualifications / disclaimers made by the Statutory
Auditors in their report for the financial year ended 31^st March 2024 read
with the explanatory notes therein are self-explanatory and therefore, do not
call for any further explanation or comments from the Board under Section
134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH
2024:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013,
mandates to obtain Secretarial Audit Report from Practicing Company
Secretary. M/s SV Kulkarni and Associates had been appointed to issue
Secretarial Audit Report for the financial year 2023-24.

Secretarial Audit Report issued by M/s SV Kulkarni and Associates,
Practising Company Secretaries in Form MR-3 for the financial year 2023-24
forms part to this report Annexure III. The said report has some observation in
the Secretarial Audit Report requiring explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013 as below.

Observations	Reply/ Explanations of the Board of Directors
The company had not appointed a women director, during the period under review.	The company shall appoint the Women Director at the earliest.

The Company had not appointed the CFO during the period under review. under review.	The company shall appoint the CFO at the earliest.
The partial shareholding of promoter(s) and promoter group was not in dematerialized form	The Company shall convert the same in dematerialized form at the earliest.
The company had a website but it is not updated during the period under review.	The company shall comply with the same at the earliest.

a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and
the Companies (Audit and Auditors) Rules, 2014, M/s. Laxmikant Kabra &
Co., Chartered Accountants, (FRN: 117183W), the Statutory Auditors of the
Company have been appointed for a term of 5 years till the conclusion of
Annual General Meeting for the financial year 2027.

b. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014, as amended
from time to time, the Company is not required to maintain Cost Records
under said Rules.

c. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER
SECTION 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the
Company under Section 143(12) of the Act read with Companies (Accounts)
Rules, 2014.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with
Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which
canhave impact on the going concern status and the Company''s operations in
future.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the
audited financial statements of the Company for the year ended 31^st March,
2024, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and 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 of March 31, 2024 and of the profit/loss of the Company
for that year;

c. Proper and sufficient care was taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.

d. The annual accounts of the Company have been prepared on a going
concern basis.

e. Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively. The directors had laid down internal financial
controls to be followed

f. by the Company and that such internal financial controls are adequate
and were operating effectively.

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

Your company is not required to constitute Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as there are less than 10 employees in
the company.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT,2013:

The Company has not issued any shares with differential rights and hence

no information as per provisions of Section 43(a)(ii) of the Act read with Rule
4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under

review and hence no information as per provisions of Section 54(1 )(d) of the
Act read with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT,2013:

The Company has not issued any equity shares under Employees Stock
Option Scheme during the year under review and hence no information as
per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of
voting rights in respect of shares purchased directly by employees under a
scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. DISCLOSURE UNDER SECTION 197(12) OF COMPANIES ACT, 2013

During the financial year under review, the Company did not have any
employees on the payroll of the Company. Therefore, there are no relevant
disclosures under the provisions of Section 197(12) of Companies Act, 2013.

i. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

As stated earlier, during the financial year under review, the Company
did not have any employees.

j. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review,
as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 is given separately which may be taken as
forming part as "Annexure II" to this Report.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders,
suppliers, bankers, business partners/associates, financial institutions and Central
and State Governments for their consistent support and encouragement to the
Company.

For Garodia Chemicals Limited
SD/-

Mahesh Garodia

Whole-Time Director & Chairman
DIN: 01250816

Address: Namakwala, M. G. Road,

Ghatkopar (East), Mumbai-400077

Registered Office: 149/156, Garodia Shopping Centre,

Garodia Nagar, Ghatkopar East,

Mumbai City-400077

Date: August 14, 2024
Place: Mumbai

---

Mar 31, 2015

The Directors presenting their Annual Report on the business and operations of the Company and statement of accounts for the year ended 31st March, 2015.

Financial Summary/Highlights

During the financial year, the performance of the Company is as under:

(Rs. In Lakhs)

Particulars 2014-15 2013-14

Total Income - -

Profit / (Loss) before Tax (184.96) (17.79)

Less: Provision for Tax - -

Profit after Tax (184.96) (17.79)

Add : Balance bought forward (1740.64) (1722.85)

Surplus carried forward (1925.60) (1740.64)

Overview of Company's Financial Performance

In view of heavy losses accrued over the years & the Company's activities have come to a stand still.

Transfer to reserves

During the financial year, the Company did not transfer any amount to reserve.

Dividend

Considering the fact, that the Company has suffered a loss, your Directors have decided not to recommend any dividend on the equity shares for the year ended March 31, 2015.

Change in the nature of business

There was no change in the nature of business of the Company during the financial year.

Public Deposits

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiaries, Associate and Joint venture Companies

As on March 31, 2015, the Company does not have any Subsidiary Company, Associate Company and joint venture Company.

Directors and Key Managerial Personnel

Mr. Mahesh Garodia (DIN-01250816), Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

The Nomination and Remuneration Committee of the Board of Directors ('Board') had recommended to the Board, appointment of Mrs. Menka Jha (DIN-06950148) as Additional Woman Director of the Company. The Board on recommendation of said committee had accorded their approval for appointment of Mrs. Menka Jha as Additional Woman Director of the Company w.e.f. 26th February, 2015 in accordance with the applicable provisions and rules of the Companies Act, 2013.

Mrs. Menka Jha (DIN-06950148) has resigned from the Directorship w.e.f 31st August, 2015. The Board has accepted her resignation and has placed on record sincere appreciation towards her contribution made by her during her association with the Company.

Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 , that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

During the financial year, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Adequacy of Internal Financial Control

The Board is in the process for adoption of policies and procedures for ensuing the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding the assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosure.

Composition of Audit Committee

The Audit Committee comprises of three Directors. Composition of the Audit Committee during the financial year 2014-2015 is as follows:

Sr. No. Name of the Committee Members Designation

1 Mr. Kunal Naik Chairman

2 Mr. Mahesh Garodia Member

3 Mr. Brian Fernandes Member

There were no matters during the financial year 2014-2015, wherein the Board did not accept recommendations given by the Audit Committee.

Establishment of Vigil Mechanism

The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with the provisions of Companies Act, 2013 as well as listing agreement. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the company at link www.gchem.co.in

Particulars of remuneration to employees

Pursuant to the provisions of section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees are required to be provided in the Directors' Report. However, having regard to the provisions of section 136 of the Companies Act, 2013, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt of a written request delivered at the Registered Office of the Company

Management Discussion and Analysis

The Management Discussion and Analysis forms part of the Directors' Report is annexed herewith as 'Annexure A'.

Corporate Governance Report

As required by clause 49 of the Listing Agreement with the Stock Exchange (s), a report on Corporate Governance and a certificate confirming compliance with requirement of Corporate Governance forms part of this Annual Report as in 'Annexure –B'.

Auditors:

a) Statutory Auditors

The Company's Auditors, M/s. Milind K. Mehta & Co., Chartered Accountants (Registration No. 129664W) hold office up to the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received letter from them giving their consent to act as Auditors of the Company and stating that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend their re- appointment form the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

b) Secretarial Auditor

CS Rakesh Kapur, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-2015, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for financial year 2014-2015 forms part of the Directors Report as 'Annexure C' to the Board's report.

Explanations by the Board on qualification, reservation or adverse remark or disclaimer made by the

- Auditors in their report

Sr. No. Observation Reply to the observation

Please refer to the Non - provision of In view of the heavy accumulated Note No. 20 of Interest expenses on losses and suspension of the the Notes to loans and borrowings manufacturing activities for the last accounts and taken from IDBI almost 5 years, resulting in non- Point No. of 7.1 (now taken over by generation of the cash profit for the of the Auditors Aaskha Holdings Pvt repayment of interest to the financial Report Ltd) institution and the company is in the process of getting an legal opinion as to how to come out of the crisis being faced by the company as on date.

Employees Stock Option Scheme (ESOS)

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme in the previous financial year.

Corporate Social Responsibility:

The Company is not falling in any criteria as mentioned in Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Act. Hence, provisions of CSR is not applicable to the Company.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual return in the prescribed format is annexed herewith as 'Annexure D 'to the Board's report.

Number of Meetings of the Board

During the financial year, 10 (Ten) Board Meetings and 4 (Four) Audit Committee Meetings were held the details of which are given in the Corporate Governance Report forming part of the Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended on 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit/ loss of the Company for the year ended on that date;

c) that the Directors had 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;

d) that the Directors had prepared the accounts for the financial year ended on 31st March, 2015 on a 'going concern' basis.

e) that Directors are in process for adoption adequate financial controls and also ensure that financial controls will be adequate and operate effectively.

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

Policy on Directors' appointment and remuneration

Policy for Selection and Appointment of Directors and their Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is annexed as 'Annexure E' to the Board's report.

Particulars of loans, guarantees or investments under Section 186

During the financial year 2014-2015, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section 186 of the Companies Act, 2013 are not required to be furnished.

Particulars of contracts or arrangements made with related parties

There were no contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act 2013 during the financial year 2014-2015.

Material changes and commitments affecting financial position between the end of the financial year and date of report

There are no material changes and commitments affecting financial position between the end of the financial year and date of Boards Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

A. Conservation of Energy:

Steps taken or impact on conservation of energy Due to heavy losses during

Steps taken by the company for utilizing alternate the year the Company has not sources of energy spent any substantial amount Capital investment on energy conservation on Conservation of Energy to equipments be disclosed here.

B. Technology Absorption

- Efforts made towards technology absorption: Considering the nature of activities of the Company, there is no requirement with regard to technology absorption.

- Benefits derived as a result of the above efforts: Since the Company did make any technology absorption there was no benefits derived from the same.

- In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): no new technology has been imported during the year.

a) the details of technology imported: Not Applicable

b) the year of import: Not Applicable

c) whether the technology been fully absorbed: Not Applicable

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

- Expenditure Incurred on Research and Development: The Company did not spend any money on Research and Development.

C. Foreign exchange earnings and outgo

There was no Foreign Currency earning & expenditure during the year.

Risk Management Policy and Compliance Framework

Risk Management policy of the Company has been developed and implemented, recommended by the Audit Committee and approved by Board of Directors in their Meeting held on 26th March, 2015. In the opinion of the board the below given risks may threaten the existence of the Company:

External Risk Factors

a. Economic Environment and Market conditions

b. Political Environment

c. Competition

d. Technology

Internal Risk Factors

a) Contractual Compliance

b) Environmental Management

c) Human Resource Management

Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule -IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report.

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed employees of the Company towards the achievement of short term and long term goals of the Company.

On behalf of the Board of Directors

Garodia Chemicals Limited

Mahesh Gordhandas Garodia Kunal Nalin Naik

SD/- SD/-

DIN: 01250816 DIN: 02689478

Address: Namakwala, M. G. Road, Address: H.No. Ii-43 Plot 65 New Vasant Apt.,

Ghatkopar (East), Mumbai, 400077 4th Road Garodia Nagar, Ghatkopar, 400077

Place: Mumbai

Date: 01/09/2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Annual Report along with Audited accounts for the year ended 31st March, 2014.

1. PERFORMANCE:-

PARTICULARS 2013-14 2012-13

Sales & Other Income 0.00 0.00

Less : Expenditure 17,79,181 00 1,609,205.00

Profit/(Loss) Before Extraordinary Items and Tax (17,79,181 00) (1,609,205.00)

Less : Extra ordinary items 0.00 0.00

Less : Provision for Taxation 0.00 0.00

Add/Less : Deferred Tax Liabilities 0.00 0.00

Loss for the year (17,79,181 .00) (1,609,205.00)

2. DIVIDEND:

In view of losses, your Directors do not recommend any dividend.

3. PERFORMANCE DURING THE CURRENT YEAR:

In view of heavy losses accrued over the years & the Company''s activities have come to a stand still.

4. DEPOSIT FROM PUBLIC:

The Company has not accepted any deposits from public during the year under review.

5. PARTICULARS OF EMPLOYEES:

Provisions of section 217 (2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975 are not attracted in respect of any employees of the Company.

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

Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been attached as an Addendum to Directors Report.

7. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no Foreign Currency earning & expenditure during the year.

8. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

1) In preparation of annual accounts, applicable Accounting Standards had been followed with proper explanation relating to material departures

2) 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 or loss of the company for that period;

3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

9. MATERIAL CHANGES:

The Company has established demat connectivity with Central Depository Securities (India) Limited (CDSL) and the Company has been allotted with ISIN - INE236PO1010.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of the Directors'' Report is annexed hereto.

11. DIRECTORS:

Mr. Nishant Garodia has resigned from the directorship of the Company on 13th March, 2014. Pursuant to section 152 of the Companies Act, 2013, Mr. Brian Fernandes, who retires by rotation and being eligible for reappointment, offer himself for reappointment at the ensuing Annual General Meeting.

The above appointments/re-appointments forms part of the notice convening Annual General Meeting. The profile of these Directors as required under Clause 49 of the Listing Agreement entered with the Stock Exchange(s), are given in the notice convening Annual General Meeting.

12. AUDITORS:

M/s. M. K. MEHTA & CO., Chartered Accountants retire at the conclusion of the Ensuing General Meeting, are eligible for the re-appointment. You are requested to appoint the Auditors & fix their remuneration.

13. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank shareholders, bankers and auditors for their support & co- operation to the Company. The directors wish to place on record their appreciation for dedication of employees of Company.

For and On Behalf of Board of Directors SD/- Mahesh Garodia Chairman DIN: 01250816

Date: 30/05/2014 Place: Mumbai

---

Mar 31, 2013

The Members of Garodia Chemicals Ltd.

The Directors have pleasure in presenting their Annual Report along with Audited accounts for the year ended 31st March, 2013.

1. PERFORMANCE:-

PARTICULARS 2012-13 2011-12

Sales & Other Income 0.00 00.00

Less : Expenditure 1,609,205.00 3,314,453.00

Profit/(Loss) Before Extraordinary Items and (1,609,205.00) (3,314,453.00) Tax

Less : Extra ordinary items 0.00 (10,513,090.00)

Less : Provision for Taxation 0.00 0.00

Add/Less : Deferred Tax Liabilities 0.00 0.00

Loss for the year (1,609,205.00) (13,827,543.00)

2. DIVIDEND:

In view of losses, your Directors do not recommend any dividend.

3. PERFORMANCE DURING THE CURRENT YEAR:

In view of heavy losses accrued over the years & the Companys activities have come to a stand still.

4. DEPOSIT FROM PUBLIC:

The Company has not accepted any deposits from the members of the public as defined in section 58A of the Company’s Act 1956.

5. PARTICULARS OF EMPLOYEES:

Provisions of section 217 (2A) of the Companies Act 1956 read with companies (Particulars of Employees) Rules 1975 are not attracted in respect of any employees of the Company.

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

Companies (Disclosure of Particulars In The Report Of Board Of Directors) Rules, 1988 has been attached as an Addendum to Directors Report.

7. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no Foreign Currency earning & expenditure during the year.

8. DIRECTORS RESPONSIBILITY STATEMENT: The Directors hereby confirm that:

1) In preparation of annual accounts, applicable Accounting Standards had been followed with proper explanation relating to material departures

2) 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 or loss of the company for that period;

3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

9. Material Changes:

The Company has established demat connectivity with Central Depository Securities (India) Limited (CDSL) and the Company has been allotted with ISIN - INE236PO1010.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of the Directors’ Report is annexed hereto.

11. DIRECTORS:

There is no change in Board of Directors of Company. Pursuant to section 256 of the Companies Act, 1956 Mr. Kunal Naik who retire by rotation and being eligible for reappointment, offer himself for reappointment at the ensuing Annual General Meeting.

The above appointments/re-appointments forms part of the notice convening Annual General Meeting. The profile of these Directors as required under Clause 49 of the Listing Agreement entered with the Stock Exchange(s), are given in the notice convening Annual General Meeting.

12. AUDITORS:

M/s. M. K. MEHTA & CO., Chartered Accountants retire at the conclusion of the Ensuing General Meeting, are eligible for the re-appointment. You are requested to appoint the Auditors & fix their remuneration.

11. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank shareholders, bankers and auditors for their support & co- operation to the Company. T he directors wish to place on record their appreciation for dedication of employees of Company.

For and On Behalf of Board of Directors

SD/- SD/-

Mahesh Garodia Nishant Garodia

Director Director

Date: 29th May 2013

Place: Mumbai

---

Mar 31, 2012

To The Members of Garodia Chemicals Ltd.

The Directors have pleasure in presenting their Annual Report along with Audited accounts for the year ended 31st March, 2012.

1. PERFORMANCE:-

PARTICULARS 2011-12 2010-11

Sales & Other Income 00.00 307,800.00

Less : Expenditure 3,314,453.00 2,088,161.00

Profit/(Loss) Before Extraordinary Items and Tax (3,314,453.00) (1,780,361.00)

Less : Extra ordinary items (10,513,090.00) 0.00

Less : Provision for Taxation 0.00 0.00

Add/Less : Deferred Tax Liabilities 0.00 0.00

Loss for the year (13,827,543.00) (1,780,361.00)

2. DIVIDEND:

In view of losses, your Directors do not recommend any dividend.

3. PERFORMANCE DURING THE CURRENT YEAR:

In view of heavy losses accrued over the years & the Company's activities have come to a stand still.

4. DEPOSIT FROM PUBLIC:

The Company has not accepted any deposits from the members of the public as defined in section 58A of the Company's Act 1956.

5. PARTICULARS OF EMPLOYEES:

Provisions of section 217 (2A) of the Companies Act 1956 read with companies (Particulars of Employees) Rules 1975 are not attracted in respect of any employees of the Company.

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

Considering Nature of business of your Company no comment is made on the energy consumption and technology absorption.

7. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no Foreign Currency earning & expenditure during the year.

8. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

1) In preparation of annual accounts, applicable Accounting Standards had been followed with proper explanation relating to material departures

2) 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 or loss of the company for that period;

3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

9. DIRECTORS:

There is no change in Board of Directors of Company.

10. AUDITORS:

M/s. M. K. MEHTA & CO., Chartered Accountants retire at the conclusion of the Ensuing General Meeting, are eligible for the re-appointment. You are requested to appoint the Auditors & fix their remuneration.

11. ACKNOWKDEGMENT:

The Directors take this opportunity to thank shareholders, bankers and auditors for their support & co- operation to the Company. The directors wish to place on record their appreciation for dedication of employees of Company.

Place: Mumbai. For and On Behalf of Board of Directors

Date: 30th May 2012 Garodia Chemicals Limited SD/-

Director

---

Mar 31, 2011

The Directors have pleasure in presenting their Annual Report along with Audited accounts for the year ended 31st March, 2011.

1. PERFORMANCE:-

PARTICULARS 2010-11 2009-10

Gross Income 3,07,800.00 0.00

Total Expenditure 20,88,161.00 14,65,320.00

Loss for the year 17,80,361.00 -14,65,320.00

Add- B/ F Losses 15,50,68,132.00 15,36,02,812.00

Loss carried to

Balance sheet 15,68,48,493.00 l5,50,68,l32.00

2. DIVIDEND:

In view of losses, your Directors do not recommend any dividend.

3. PERFORMANCE DURING THE CURRENT YEAR:

In view of heavy losses accrued over the years & the Company's activities have come to a stand still.

4. DEPOSIT FROM PUBLIC:

The Company has not accepted any deposits from the members of the public as defined in section 58A of the Company's Act 1956.

5. PARTICULARS OF EMPLOYEES:

Provisions of section 217 (2A) of the Companies Act 1956 read with companies (Particulars of Employees) Rules 1975 are not attracted in respect of any employees of the Company.

6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988:

Considering Nature of business of your Company no comment is made on the energy consumption and technology absorption.

7. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no Foreign Currency earning & expenditure during the year.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Directors hereby confirm that:

1) In preparation of annual accounts applicable Accounting Standards had been followed with proper explanation relating to material departures

2) 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 or loss of the company for that period;

3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

9. DIRECTORS:

There is no change in Board of Directors of Company.

10. REPLY TO QUALIFICATIONS IN AUDITORS REPORT:

With respect to Auditors qualification in their report dated 8th September, 2006, explanation given by directors is as follows: Point No.4(a), 4(b) and 4(d) The documents got misplaced due to some reasons. However the Company has made an application to receive Duplicate documents.

Point No.4(e)

None of the directors of the Company are disqualified under Section 274(l)(g) of the Companies Act, 1956.

Point No.4(f)

The documents got misplaced due to some reasons. However the Company has made an application to receive Duplicate documents. The management is in process of obtaining confirmations.

10. AUDITORS:

M/s. Milind Mehta & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for the re-appointment. The Board of Directors recommends the re-appointment of M/s. Milind Mehta & Co. as Statutory Auditors of the Company.

11. ACKNOWKDEGMENT:

The Directors take this opportunity to thank shareholders, bankers and auditors for their support & co- operation to the Company. The directors wish to place on record their appreciation for dedication of employees of Company.

Place: Mumbai. For and On Behalf of Board of Directors

Date: 2nd September, 2011 Sd/-

Chairman

---

Mar 31, 2010

To The Members of Garodia Chemicals Ltd.

The Directors have pleasure in presenting their Annual Report along with Audited accounts for the year ended 31st March, 2010.

1. PERFORMANCE:-

PARTICULARS 2009-10 2008-09

Gross Income 00.00 00.00

Total Expenditure 1465320.00 1518589.00

Loss for the year 1465320.00 1518589.00

Add- B/ F Losses 153602812.00 152084223.00

Loss carried to Balance sheet 155068132.00 153602812.00

2. DIVIDEND:

In view of losses, your Directors do not recommend any dividend.

3. PERFORMANCE DURING THE CURRENT YEAR:

In view of heavy losses accrued over the years & the Company's activities have come to a stand still

4. DEPOSIT FROM PUBLIC:

The Company has not accepted any deposits from the members of the public as defined in section 1

58A of the Company's Act 1956.

5. PARTICULARS OF EMPLOYEES:

Provisions of section 217 (2A) of the Companies Act 1956 read with companies (Particulars of Employees) Rules 1975 are not attracted in respect of any employees of the Company.

6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988:

Considering Nature of business of your Company no comment is made on the energy consumption and technology absorption.

7. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no Foreign Currency earning & expenditure during the year.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Directors hereby confirm that:

1) In preparation of annual accounts applicable Accounting Standards had been followed with * proper explanation relating to material departures

2) 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 or loss of the company for that period;

3) That the directors had taken proper and sufficient care for the maintenarice of adequate accounting records in accordance with the provisions of this Act 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.

9. DIRECTORS:

There is no change in Board of Directors of Company.

10. AUDITORS:

M/s. M. K. MEHTA & CO., Chartered Accountants retire at the conclusion of the Ensuing General Meeting, are eligible for the re-appointment. You are requested to appoint the Auditors & fix their remuneration. ;

11. ACKNOWKDEGMENT:

The Directors take this opportunity to thank shareholders, bankers and auditors for their support & co- operation to the Company. The directors wish to place on record their appreciation for dedication of employees of Company.

Place: Mumbai. For and On Behalf of Board of Directors

Date: 3rd September, 2010 Sd/-

Director