Directors Report of Gorani Industries Ltd.

Mar 31, 2024

Your Directors have great pleasure in presenting herewith the Twenty Ninth Annual Report of your Company together with the audited financial statement for the financial year ended on 31st March, 2024.

In compliance with the applicable provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this Board Report is prepared based on the standalone financial statements of the Company for the period under review.

1. FINANCIAL RESULTS: (Amount in Lacs)

Particulars	2023-24		2022-23
Total Revenue		4265.76		4258.53
Profit before Finance Cost, Depreciation & Amortization Expense		318.23		317.87
Less: Finance Costs Depreciation & Amortization expense	99.87 40.51	140.38	72.24 43.42	115.66
Net Profit/(Loss) before extra ordinary & exceptional items &tax		177.85		202.21
Tax Expense Current Tax Deferred Tax	41.98 0.02	42.00	54.68 (2.32)	52.36
Net Profit/ (Loss) after tax & before Other Comprehensive Income		135.85		149.85
Add: Comprehensive Income	(9.58)	(9.58)	7.56	7.56
Net Profit		126.27		157.41
Transfer to Reserve		0.00		0.00

INDIAN ACCOUNTING STANDARD (Ind AS):

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from April 1,2017 with a transition date of April 1,2016. The financial statements of the Company for the financial year 2023-24 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and other recognized accounting practices and policies to the extent applicable.

2. PERFORMANCE AND THE STATE OF COMPANY''S AFFAIRS:

Your Company has achieved total revenue of Rs. 4265.76 Lakh during the year ended 31st March, 2024 as against that of Rs. 4258.53 Lakh during the previous year ended 31st March, 2023. The Company has earned net profit of Rs. 126.27 Lakh during the financial year against net profit of Rs. 157.41 Lakh in the previous year.

The Company is in the business of production and sales of kitchen and home appliances since 1996. Its main products are LPG stoves, steel frames, gas geyser, rangehood chimney etc. It does its business through a strong network of dealer and distributors all over central, south and north India. The Company is in the process of implementing strategies to capitalize available opportunities.

During the year, there was no change in the nature of business of the Company.

3. MATERIAL CHANGES AND COMMITMENTS THAT AFFECTED THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE TILL THE DATE OF THIS REPORT There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report.

4. MAJOR EVENTS OCCURRED

The Company has received observation letter vide letter no. DCS/AMAL/TL/R37/2948/2023-24 dated 23th October, 2023 with ''no adverse observations'' from BSE Limited howeverthe Board of Directors in its meeting held on April 19th, 2024 have decided to withdraw/cancel the Scheme of Amalgamation between the Blow Hot Kitchen Appliances Private Limited ("Transferor Company") and Gorani Industries Limited ("Transferee Company") and their respective shareholders as approved by Board of Directors on 07th February, 2023 in the substantial interest of the stakeholders of the Company.

5. CAPITAL STRUCTURE

There is no change in the Capital Structure of the Company during the period under review. The paid up Equity share capital of the Company as on 31st March, 2024 is Rs. 5,36,26,000.00 divided into 53,62,600 equity shares of Rs. 10.00 each.

6. LISTING ON STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and necessary listing fees have been paid upto date. The Company has made application to BSE Limited dated 10th August, 2023 seeking approval for reclassification of Promoter Shareholders under the provision of Regulation 31A of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and the Company has received approval letter from BSE Limited on 05th December, 2023.

7. TRANSFERTO RESERVE, IF ANY

During the year, the Company does not propose to transfer any amount to the any Reserve.

8. DIVIDEND:

To conserve the resources of the Company and for better utilization of funds, your directors are not recommending any dividend fortheyear.

9. RE-APPOINTMENT

As per the provision of Companies Act, 2013, Mr. Sanjay Kumar Gorani (Holding DIN- 00055531) Managing Director, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment. The Board recommends his reappointment.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Geet Gorani (Holding DIN: 08364525) was confirmed by the members of the Company in the Annual General Meeting held on September 29, 2023 as a Non-Executive Director of the Company.

Apart from the above, there was no change in the Directors and Key Managerial Personnel of the Company during the period.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Sub-Section (6) of Section 149 of the Companies Act, 2013. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Board of Directors. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order.

All Independent Directors of the Company have valid registration in the Independent Director''s databank of Indian Institute of Corporate Affairs as required

under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth Amendment Rules, 2019 and has passed the online proficiency self-assessment test as required to be undertaken by an Independent Director under the provisions of Section 150 of the Companies Act, 2013 and the rules framed thereunder.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

11. NOMINATION AND REMUNERATION POLICY AND OTHER DETAILS:

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act. The policy of the Company on Directors appointment and remuneration including criteria for determining qualification, positive attribute, independence of director and other matters, as required under subsection (3) of section 178 of the Companies Act 2013 is available on Company''s website at the link: http://www.goraniindustries.com/investors/.

There has been no change in the policy since last fiscal year. We affirm that the remuneration paid to the directors is as perthe terms laid out in the nomination and remuneration policy of the Company.

The nomination and remuneration policy is annexed herewith as Annexure-I to this Boards'' Report.

12. ANNUAL RETURN

Pursuant to the provisions of clause (a) of sub-section (3) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 readwith Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31,2024 can be accessed at http://www.goraniindustries.com/investors/.

13. AUDITORSANDTHEIRREPORT

The Members at their 25thAnnual General Meeting of the Company held on 30th September, 2020, had appointed M/s. Sandeep Surendra Jain and Company, Chartered Accountants (bearing Firm Registration No. 010172C) as the Statutory Auditors of the Company to hold office for a term of five years i.e. from the conclusion of 25th Annual General Meeting

till the conclusion of the 30th Annual General Meeting.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

14. INTERNALAUDITOR

M/s. Navin Sapna & Co., Chartered Accountants (bearing firm registration no. 010507C) have been appointed as an Internal Auditor of the Company w.e.f. 1st April, 2017 in the Board Meeting held on 30th May, 2017.

15. SECRETARIAL AUDIT:

M/s. Manish Jain & Co., Practicing Company Secretaries has been appointed to conduct the secretarial audit of the Company forthe financial year 2023-24 in the Board Meeting held on 30th May, 2023.

Further, the Company has also appointed M/s. Manish Jain & Co., Practicing Company Secretaries for the financial year 2024-25 in the Board Meeting held on 30th May, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure II to this Report. The report is self-explanatory and does not call for any further comments except following remarks:

1. During the year under review, the Company has deposited contribution under Employees State Insurance Act, 1948 and Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 for few months after due date.

Explanation of above remarks:

The Board clarified that the above delay in payment was mainly due to technical glitches faced at respective portal.

16. ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual directors pursuant to the provisions of the Companies Act, 2013.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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 a separate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

17. RELATED PARTY TRANSACTIONS

The Contracts or arrangements entered into by the Company are in accordance with provisions of Section 188 of the Companies Act, 2013 duringtheyear under review and were in ordinary course of business and on arm''s length basis.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - are set out in Note 29 to the Standalone Financial Statements of the Company.

There are no materially significant related parties transactions entered into by the Company, which may have a potential conflict with the interest of the Company at large.

Further details have been given in the prescribed Form AOC-2 annexed herewith as Annexure-lll.

The policy on Related Party Transactions as approved by the Board may be accessed on Company''s website at the link: http://www.goraniindustries.com/investors/

18. CORPORATE GOVERNANCE

Regulation 17,17A, 18,19,20,21,22,23,24,24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

Name of Director	No. of Board Meeting entitled to attend	No. of Board Meeting attended	Attendance at last Annual General Meeting
Mr. Sanjay Kumar Gorani	06	05	Yes
Mr. Nakul Gorani	06	06	Yes
Ms. Komal Motwani	06	06	Yes
Ms. Raina Goyal	06	06	Yes
Mr. Ayush Shukla	06	06	Yes
Mr. Geet Gorani	06	05	Yes

19. MEETINGS

A. BOARD MEETINGS

During the year 2023-24, 06 (Six) Board Meetings were held on 30th May, 2023; 07thAugust, 2023; 23rd August, 2023; 06th November, 2023; 13th February, 2024 and 06th March. 2024.

D. STAKEHOLDER RELATIONSHIP COMMITTEE MEETINGS

During the financial year 2023-24, 05 (Five) Stakeholder Relationship Committee Meetings were held on 08th April, 2023; 07th August, 2023; 18th August, 2023; 06th November, 2023; and 13th February, 2024.

B. AUDIT COMMITTEE MEETINGS

During the financial year 2023-24,06 (Six) Audit Committee Meetings were held on 30th May, 2023; 07th August, 2023; 23rd August, 2023; 06th November, 2023; 13th February, 2024 and

Ofith March JCtJA

Name of Director	No. of committee Meetings entitled to attend	No. of committee Meetings attended
Ms. Komal Motwani	06	06
Ms. Raina Goyal	06	06
Mr. Ayush Shukla	06	06

C. NOMINATION AND REMUNERATION COMMITTEE MEETINGS

During the financial year 2023-24, 01 (One) meeting of the Nomination and Remuneration Committee was held on 06th March, 2024.

Name of Director	No. of committee Meetings entitled to attend	No. of committee Meetings attended
Ms. Komal Motwani	01	01
Ms. Raina Goyal	01	01
Mr. Ayush Shukla	01	01

Name of Director	No. of committee Meetings held	No. of committee Meetings attended
Ms. Komal Motwani	05	05
Ms. Raina Goyal	05	05
Mr. Ayush Shukla	05	05

20. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies.

21. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

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

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with the with Rule 8 of The Companies (Accounts) Rules, 2014 is given in Annexure IV forming part of this report.

23. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors/ KMP of the Company are furnished in Annexure V.

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTERVOFTHEACT:

(a) Accepted duringtheyear: Nil

(b) Remained unpaid or unclaimed as at the end of the year: Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act: Nil

During the year, the Company has taken an Unsecured loan from Mr. Sanjay Kumar Gorani (Holding DIN- 00055531) and Mr. Nakul Gorani (Holding DIN- 06543317), Directors of the Company and received a Declaration to the effect that the said amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others.

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

26. DISCLOSURES:

AUDITCOMMITTEE

Audit Committee is entrusted with the responsibility to supervise the Company''s financial reporting process and internal controls. The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013.

As on date the Audit Committee comprises of three Directors i.e. Mr. Ayush Shukla (Holding DIN: 09057436), Independent Director (Chairman), Ms. Komal Motwani (Holding DIN: 07302550), Independent Director (member) and Mr. Geet Gorani (Holding DIN: 08364525), Non-Executive Director (member). All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Vigil Mechanism of the Company is in terms of Companies Act, 2013, to deal with instance of fraud and mismanagement, if any. The Policy on vigil mechanism may be accessed on the Company''s website at the link http://www.goraniindustries.com/investors/.

27. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

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

b) 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 financial year ended on March 31, 2024 and of the profit of the Company forthat period;

c) 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) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

29. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has framed the Risk Management Policy which highlights the Company''s practices and risk management framework for the identification and management of uncertainty. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management and oversight of material risks and internal control. The Risk Management Framework is designed to address risks that have been identified to have a material impact

on the Company''s business and to ensure that the Board regularly reviews the risk management and oversight policies.

30. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of management-supervised internal control, which is aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws. These ensure that all corporate policies are strictly adhered to an absolute transparency is followed in accounting and all its business dealings.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Company ensures adherence to all internal control policies and procedures. A qualified and independent audit committee of the Board, comprising the independent directors reviews the adequacy of internal control.

The report on Internal Financial Control has also been annexed with the financial statements of the Company as provided by the Statutory Auditor of the Company.

31. COST RECORDS

Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

32. SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and is committed to create a healthy working environment that enables all employees to work without fear of prejudice, gender bias and sexual harassment. Company has complied with the Constitution of Internal Compliant Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

During the year under review, there were no cases filed pursuant to the Sexual Harassment ofWomenat Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details of particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any Employee Stock Option Scheme.

4. Neither the Managing Director nor the Wholetime Directors of the Company receive any commission.

5. Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company.

6. The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143 (12) of the Companies Act, 2013.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

8. Voluntary revision as per Section 131 of the Companies Act, 2013.

9. The details regarding application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

10. Details of events in relation to any Deviation(s) or variation(s) in the use of proceeds of preferential issue of Warrants.

34. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, Shareholders, customers, staff and workers of the Company and thankthemfortheir continued support.

By Order of the Board for Gorani Industries Limited

Date: 28/08/2024 Sd/-

Place: Indore Nakul Gorani

(Holding DIN : 06543317) (Chairman cum Whole Time Director)

Regd. Office:

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015 (M.P.)

---

Mar 31, 2023

Your Directors have great pleasure in presenting herewith the Twenty Eighth Annual Report of your Company together with the audited financial statement for the financial year ended on 31st March, 2023.

1. FINANCIAL RESULTS: (Amount in Lacs)

Particulars	2022-23		2021-22
Total Revenue		4258.53		2886.81
Profit before Finance Cost, Depreciation & Amortization Expense		317.87		304.01
Less: Finance Costs Depreciation & Amortization expense	72.24 43.42	115.66	39.24 38.16	77.40
Net Profit/(Loss) before extra ordinary & exceptional items & tax		202.21		226.61
Tax Expense Current Tax Deferred Tax	54.68 (2.32)	52.36	60.28 0.20	60.30
Net Profit/ (Loss) after tax & before Other Comprehensive Income		149.85		166.31
Add : Comprehensive Income	7.56	7.56	(5.50)	(5.50)
Net Profit		157.41		160.81
Transfer to Reserve		0.00		0.00

INDIAN ACCOUNTING STANDARD (Ind AS):

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from April 1, 2017 with a transition date of April 1, 2016. The financial statements of the Company for the financial year 2022-23have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and other recognized accounting practices and policies to the extent applicable.

2. PERFORMANCE AND THE STATE OF COMPANY''S AFFAIRS:

Your Company has achieved total revenue of Rs. 4258.53 lakh during the year ended 31st March,

2023 as against that of Rs. 2886.81 lakh during the previous year ended 31st March, 2022.The Company has earned net profit of Rs. 157.41 Lakh during the financial year against net profit of Rs. 160.81Lakh in the previous year.

The Company is in the business of production and sales of kitchen and home appliances since 1996. Its main products are LPG stoves, steel frames, gas geyser, rangehood chimney etc. It does its business through a strong network of dealer and distributors all over central, south and north India. The company is in the process of implementing strategies to capitalize available opportunities.

During the year, there was no change in the nature of business of the Company.

3. MATERIAL CHANGES AND COMMITMENTS THAT AFFECTED THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE TILL THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report.

4. MAJOR EVENTS OCCURRED DURING THE YEAR

The Board of Directors in its meeting held on August 19, 2022, approved the Scheme of Amalgamation between Blow Hot Kitchen Appliances Private Limited ("Transferor Company) and Gorani industries Limited ("Transferee Company") and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder but the said Scheme of Amalgamation was withdrawn by the Company and the Board of Directors has approved the revised Scheme of Amalgamation in the meeting held on 07th February, 2023.The revised scheme has been filed with BSE Limited on 14th February, 2023.

The Board of Directors of Transferor and Transferee Company have opined that the proposed amalgamation would be in the best interest of the respective companies, their shareholders, employees, creditors and other stakeholders, as the proposed amalgamation will yield advantages as set out, inter alia, below:

i. consolidation for the long-term sustainability of the business;

ii. create value for stakeholders including respective shareholders, customers, lenders and employees as the combined business would benefit from increased scale, innovations in technology and expanded reach with increased growth opportunities, higher cross selling opportunities to a larger base of customers, improvement in productivity and operational efficiencies, amongst others;

iii. better administration and cost optimization (including optimization in administrative and other common costs by bulk negotiations);

iv. pooling of resources, achieving economies of scale and creating better synergies;

v. provide material realisable cost and revenue synergies for the benefit of the Parties;

vi. The merger will result in achieving greater integration and greater financial strength and flexibility and to maximize overall shareholders'' value;

vii. The merger will result in achieving cost savings from more focused operational efforts, rationalization, standardization and simplification of business processes and productivity improvements;

viii. The merger will result in greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities, to maximize shareholders value;

ix. The merger will help in consolidating and improving the internal control systems and procedures which will bring greater management and operational efficiency due to integration of various similar functions being carried out by the entities such as human resources, finance, legal, management etc;

x. The merger will result in a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company;

xi. The merger will also enable unified accounting

and auditing resulting in reduction of costs and time and efforts involved;

xii. Greater ability of the Transferee company to raise financial resources, either as equity or debt, based on combined financials;

The Scheme is subject to the receipt of applicable approvals, including approvals from the respective jurisdictional Hon''ble National Company Law Tribunal, SEBI, BSE Limited and such other approvals, permissions, and sanctions of regulatory and other authorities as may be necessary.

5. CAPITAL STRUCTURE

The paid up Equity share capital of the Company as on 31st March, 2023 is Rs. 5,36,26,000.00 divided into 53,62,600 equity shares of Rs. 10.00 each.

During the Financial Year 2022-23, the Company has converted 4,87,500 warrants into equal numbers of Equity shares and allotted 4,87,500 equity shares of Rs. 10/- (Rupee Ten Only) each fully paid up at a premium of Rs. 37/- (Rupees Thirty Seven only) per share to the allottees on such terms and conditions as approved by shareholders in the above mentioned Extra-Ordinary General Meeting held on 07th March, 2022.

Subsequent to the conversion of warrants and allotment of 4,87,500 equity shares of Rs. 10/- (Rupee Ten Only) each fully paid up at a premium of Rs. 37/-(Rupees Thirty Seven only) per share on 02nd April, 2022, the paid up Equity share capital of the Company stands increased from Rs. 4,87,51,000.00 divided into 48,75,100 equity shares of Rs. 10.00 each to Rs. 5,36,26,000.00 divided into 53,62,600 equity shares of Rs. 10.00 each.

Further, pursuant to the consent of members in the Annual General Meeting of the Company held on 23.09.2022, the Authorized Share Capital of the Company has been increased by addition thereto of Rs.12,00,00,000.00 (Rupees Twelve Crore Only) divided into 90,00,000 (Ninety Lacs) equity shares of Rs. 10.00 (Rupees Ten Only) each and 30,00,000 (Thirty Lacs) preference shares of Rs. 10.00 (Rupees Ten Only) each beyond the present Authorized Share Capital of the Company of Rs. 6,00,00,000.00 (Rupees Six Crore Only) divided into 60,00,000 (Sixty Lacs) equity shares of Rs. 10.00 (Rupees Ten Only) each, thus making the total Authorized Share Capital of the Company to Rs. 18,00,00,000.00 (Rupees Eighteen

Crore Only) divided into1,50,00,000 (One Crore Fifty Lacs) equity shares of Rs. 10.00 (Rupees Ten Only) each and30,00,000 (Thirty Lacs) preference shares of Rs. 10.00 (Rupees Ten Only) each.

Except as disclosed above and elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company as at the end of financial year to which it relates. Further, it is hereby confirmed that there has been no change in the business of the Company.

6. DETAILS OF UTILIZATION FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF WARRANTS

The Company has raised funds through preferential allotment of 4,87,500 (Four Lakh Eighty Seven Thousand Five Hundred) warrants, each convertible into or exchangeable for 1 (One) fully paid-up Equity Share of the Company having face value of Rs. 10/-each(Rupee Ten Only) ("Equity Share"), each at a premium of Rs. 37/- (Rupees Thirty Seven only) per share.

The Company has received an amount of Rs. 91,65,000 (Rupees Ninety One Lacs Sixty Five Thousand Only)being 40% of the Warrant Issue Price at the time of subscription of the warrants and balance 60% i.e. Rs.1,37,47,500 (Rupees One Crore Thirty Seven Lacs Forty Seven Thousand and Five Hundred Only) at the time of allotment of equity shares pursuant to exercise of options against each such warrant by the warrant holders.

Further, the entire aforesaid money has been utilized by the Company for the purpose for which it was raised and which was mentioned in the explanatory statement to the notice for the Extra Ordinary General Meeting dated 07th March, 2022 i.e. Augmenting long term resources for general corporate purposes, enhancing net worth and financial position, ensuring long term viability and growth of the Company.

7. LISTING ON STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and necessary listing fees have been paid up to date.

In terms of the "In-principle approval" granted on 07th March, 2022, the Company has made application to BSE Limited on 6th April, 2022 for seeking listing approval of 4,87,500 equity shares issued and allotted pursuant to conversion of

warrantson 02nd April, 2022 and BSE Limited has granted listing approval on 27th April, 2022.

Further, in terms of "In-principle approval" granted on 07th March, 2022 and "Listing Approval" granted on 27th April, 2022, the Company has made application to BSE Limited for approval of trading of aforesaid 4,87,500 equity shares and BSE Limited has granted trading approval 02nd May, 2022.

Moreover, the Company has filed Application for obtaining No Objection letter for the Scheme of Amalgamation between Blow Hot Kitchen Appliances Private Limited (Transferor Company) and Gorani Industries Limited (Transferee Company) pursuant to Regulation-37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 to BSE Limited. The approval of BSE Limited is pending till date.

8. TRANSFER TO RESERVE, IF ANY

During the year, the Company does not propose to transfer any amount to the any Reserve.

9. DIVIDEND:

To conserve the resources of the company and for better utilization of funds, your directors are not recommending any dividend for the year.

10. RE-APPOINTMENT

As per the provision of Companies Act, 2013, Mr. Nakul Gorani (Holding DIN- 06543317) Whole-Time Director, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment. The Board recommends his reappointment.

The term of Mr. Sanjay Kumar Gorani (Holding DIN: 00055531) as Managing Director of the Company and Mr. Nakul Gorani (Holding DIN: 06543317) as Whole Time Director of the Company has expired on 31st May, 2022. Therefore pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 16th May, 2022, approved re-appointment of Mr. Sanjay Kumar Gorani (Holding DIN: 00055531) as Managing Director and Mr. Nakul Gorani (Holding DIN: 06543317) as Whole Time Director of the Company for a period of 3 years w.e.f. 1st June, 2022 to 31st May, 2025. Further, the approval of shareholders for such re-appointments were obtained in the Annual General Meeting of the

Company held on 23.09.2022.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Ms. Neerja Mandiya, Company Secretary and Compliance Officer of the Company has resigned from the Company w.e.f. 6th April, 2022 and Ms. Sachi Samaria was appointed as a Whole-Time Company Secretary and Compliance Officer of the Company w.e.f. 6th April, 2022 in the Board Meeting held on 6th April, 2022.

Mr. Chandrasekhar Sharma, Chief Financial Officer of the Company has given his resignation w.e.f. 15th November, 2022 and Mr. Arpit Garg was appointed as the Chief Financial Officer of the Company w.e.f. 15th November, 2022 in his place.

Mr. Anil Gorani (Holding DIN: 00055540), WholeTime Director of the Company, has provided his resignation w.e.f. the closure of business hours on 12th December, 2022.

Further, Mr. Geet Gorani (Holding DIN: 08364525) was appointed as an Additional Non-Executive Director of the Company by the Board of Directors in their meeting held on 11th January, 2023 to hold office upto the date of ensuing Annual General Meeting and proposed to be confirmed as the NonExecutive Director of the Company in the ensuing Annual General Meeting of the Company.

Apart from the above, there was no change in the Directors and Key Managerial Personnel of the Company during the period.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Sub-Section (6) of Section 149 of the Companies Act, 2013.The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Board of Directors. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order.

All Independent Directors of the Company have valid registration in the Independent Director''s databank of Indian Institute of Corporate Affairs as required under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth Amendment Rules, 2019 and has passed the online proficiency selfassessment test as required to be undertaken by an

Independent Director under the provisions of Section 150 of the Companies Act, 2013 and the rules framed thereunder.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

12. NOMINATION AND REMUNERATION POLICY AND OTHER DETAILS:

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act. The policy of the Company on Directors appointment and remuneration including criteria for determining qualification, positive attribute, independence of director and other matters, as required under subsection (3) of section 178 of the Companies Act 2013is available on Company''s website at the link: http://www.goraniindustries.com/investors/.

There has been no change in the policy since last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the company.

The nomination and remuneration policy is annexed herewith as Annexure I to this Boards'' Report.

There is no pecuniary relationship or transactions between the Company and the non-executive directors other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

13. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 readwith Rule 12 of the Companies (Management and Administration) Rules, 2014,the Annual Return of the Company for the financial year ended March 31, 2023 can be accessed at http://www.goraniindustries.com/investors/.

14. AUDITORS AND THEIR REPORT

The Members at their 25th Annual General Meeting of the Company held on 30th September, 2020, had appointed M/s. Sandeep Surendra Jain and Company, Chartered Accountants (bearing Firm Registration No. 010172C) as the Statutory Auditors of the

Company to hold office for a term of five years i.e. from the conclusion of 25thAnnual General Meeting till the conclusion of the 30thAnnual General Meeting.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

15. INTERNAL AUDITOR

M/s Navin Sapna & Co., Chartered Accountants (bearing firm registration no. 010507C) have been appointed as an Internal Auditor of the Company w.e.f. 1st April, 2017 in the Board Meeting held on 30th May, 2017.

16. SECRETARIAL AUDIT:

M/s. Manish Jain & Co., Practicing Company Secretaries has been appointed to conduct the secretarial audit of the Company for the financial year 2022-23 in the Board Meeting held on 16th May, 2022.

Further the Company has also appointed M/s. Manish Jain & Co., Practicing Company Secretaries for the financial year 2023-24 in the Board Meeting held on 30th May, 2023.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as Annexure II to this Report. The report is selfexplanatory and does not call for any further comments except following remarks:

1. During the year under review, there is delay in payment of gratuity to some employees of the Company.

Explanation of above remarks:

The Board clarified that the above delay in payment of gratuity is due to online & technical procedural delay by the Life Insurance Corporation or Bank.

17. ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual directors pursuant to the provisions of the Companies Act, 2013.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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 a separate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

18. RELATED PARTY TRANSACTIONS

The Contracts or arrangements entered into by the Company are in accordance with provisions of Section 188 of the Companies Act, 2013 during the year under review and were in ordinary course of business and on arm''s length basis.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - are set out in Note 28 to the Standalone Financial Statements of the Company.

There are no materially significant related parties transactions entered into by the Company, which may have a potential conflict with the interest of the Company at large.

Further details have been given in the prescribed Form AOC-2 annexed herewith as Annexure III.

The policy on Related Party Transactions as approved by the Board may be accessed on Company''s website at the link: http://www.goraniindustries.com/investors/

19. CORPORATE GOVERNANCE

Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation

(2) of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

20. MEETINGS

A. BOARD MEETINGS

During the year 2022-23, 13 (Thirteen) Board Meetings were held on 02nd April, 2022; 06th April, 2022; 16th May, 2022; 14th July, 2022; 19th August, 2022; 08th September, 2022; 10th October, 2022; 15th November, 2022; 12th December, 2022; 11th January, 2023; 07th February, 2023; 20th February, 2023 and 24th March, 2023.

Name of Director	No. of Board Meeting entitled to attend	No. of Board Meeting attended	Attendance at last Annual General Meeting
Mr. Sanjay Kumar Gorani	13	13	Yes
Mr. Anil Gorani*	09	09	Yes
Mr. Nakul Gorani	13	13	Yes
Ms. Komal Motwani	13	13	Yes
Ms. Raina Goyal	13	13	Yes
Mr. Ayush Shukla	13	13	Yes
Mr. Geet Gorani**	04	04	NA

*Mr. Anil Gorani has resigned from the post of Wholetime Director and director w.e.f. 12th December, 2022.

**Mr. Geet Gorani has been appointed as Additional NonExecutive Director w.e.f. 11th January, 2023.

B. AUDIT COMMITTEE MEETINGS

During the financial year 2022-23, 7 (Seven) Audit Committee Meetings were held on 16th May, 2022; 14th July, 2022;19thAugust, 2022;10th October, 2022; 11th January, 2023; 07th February, 2023 and 01st March, 2023.

	No. of committee Meetings entitled to attend	No. of committee
Name of Director		Meetings attended
Ms. Komal Motwani	07	07
Ms. Raina Goyal	07	07
Mr. Ayush Shukla	07	07

C. NOMINATION AND REMUNERATION COMMITTEE MEETINGS

During the financial year 2022-23, 5 (Five) meeting of the Nomination and Remuneration Committee was held on 06th April, 2022; 16th May, 2022; 15th November, 2022; 12th December, 2022 and 11th January, 2023.

Name of Director	No. of committee Meetings entitled to attend	No. of committee Meetings attended
Ms. Komal Motwani	05	05
Ms. Raina Goyal	05	05
Mr. Ayush Shukla	05	05

D. STAKEHOLDER RELATIONSHIP COMMITTEE MEETINGS

During the financial year 2022-23, 8 (Eight) Stakeholder Relationship Committee Meetings were held on 11th April, 2022; 14th July, 2022; 10th October, 2022; 21st October, 2022; 15th November, 2022; 12th December, 2022; 24th December, 2022 and 11th January, 2023.

Name of Director	No. of committee Meetings held	No. of committee Meetings attended
Ms. Komal Motwani	08	08
Ms. Raina Goyal	08	08
Mr. Ayush Shukla	08	08

21. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies.

22. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

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

The information relating to conservation of Energy,

Technology absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with the with Rule 8 of The Companies (Accounts) Rules, 2014 is given in Annexure IV forming part of this report.

24. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors/ KMP of the Company are furnished in Annexure V.

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT:

(a) Accepted during the year: Nil

(b) Remained unpaid or unclaimed as at the end of the year: Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act: Nil

26. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

27. DISCLOSURES:

AUDIT COMMITTEE

Audit Committee is entrusted with the responsibility to supervise the Company''s financial reporting process and internal controls. The composition of the

Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013.

As on date the Audit Committee comprises of three Directors i.e Mr. Ayush Shukla (Holding DIN: 09057436), Independent Director (Chairman), Ms. Komal Motwani (Holding DIN: 07302550), Independent Director (member) and Ms. Raina Goyal (Holding DIN: 08295368), Non-Executive Director (member). All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Vigil Mechanism of the Company is in terms of Companies Act, 2013, to deal with instance of fraud and mismanagement, if any. The Policy on vigil mechanism may be accessed on the Company''s website at the link http://www.goraniindustries.com/investors/.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

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

b) 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 financial year ended on March 31, 2023 and of the profit of the Company for that period;

c) 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) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

30. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The company has framed the Risk Management Policy which highlights the Company''s practices and risk management framework for the identification and management of uncertainty. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management and oversight of material risks and internal control. The Risk Management Framework is designed to address risks that have been identified to have a material impact on the Company''s business and to ensure that the Board regularly reviews the risk management and oversight policies.

31. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate system of management-supervised internal control, which is aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws. These ensure that all corporate policies are strictly adhered to an absolute transparency is followed in accounting and all its business dealings.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The company ensures adherence to all internal control policies and procedures. A qualified and independent audit committee of the Board, comprising the independent

directors reviews the adequacy of internal control.

The report on Internal Financial Control has also been annexed with the financial statements of the Company as provided by the Statutory Auditor of the Company.

32. COST RECORDS

Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

33. SEXUAL HARRASEMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the Constitution of Internal Compliant Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

34. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details of particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013.

2. Details relating to deposits covered under Chapter V of the Act.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise.

4. Issue of shares (including sweat equity shares) to employees of the Company under any Employee Stock Option Scheme.

5. Neither the Managing Director nor the Wholetime Directors of the Company receive any commission.

6. Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures

included in the Consolidated Financial Statement of the Company.

7. The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143 (12) of the Companies Act, 2013.

8. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

9. Voluntary revision as per Section 131 of the Companies Act, 2013.

10. The details regarding application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

11. Details of events in relation to any Deviation(s) or variation(s) in the use of proceeds of preferential issue of Warrants.

35. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, Shareholders, customers, staff and workers of the Company and thank them for their continued support.

By Order of the Board for Gorani Industries Limited

Date: 23/08/2023 Sd/-

Place: Indore Nakul Gorani

(Holding DIN : 06543317) (Chairman cum Whole Time Director)

Regd. Office:

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015 (M.P.)

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Mar 31, 2015

To,

The Members,

Gorani Industries Limited

The Directors have great pleasure in presenting herewith the Twentieth Annual Report of your Company together with the audited financial statement for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS: (Amount in Lacs)

Particulars 2014-15 2013-14

Total Revenue 622.37 425.36

Profit before Finance - 43.62 - 27.57

Cost, Depreciation & Amortization Expense

Less:

Finance Costs 2.69 0.65

Depreciation & Amortization expense 15.33 18.02 23.16 23.82

Net Profit/(Loss) - 25.60 - 3.75 before extra ordinary & exceptional items & tax

Tax Expense

Current Tax - - - -

Deferred Tax - - - -

Net Profit/ (Loss) - 25.60 - 3.75 after tax

The profit for the year is adjusted against the previous year's losses.

2. PERFORMANCE AND THE STATE OF COMPANY AFFAIRS :

During the financial year under review, your Company has achieved a Gross Turnover of Rs. 622.37 Lakhs as against that of Rs. 425.36 Lakhs during the previous year registering growth of 46.31%. The company has earned net profit of Rs. 25.60 lakhs during the financial year against net profit of Rs. 3.75 Lakhs in the previous year registering many fold growth.

The company is in the business of production and sales of kitchen and home appliances since 1996. Its main products are LPG stoves, induction cooker, gas geyser etc. carrying the brand name of Blowhot and

Online. It does its business through a strong network of dealer and distributors all over central, south and north India. The legendary products of the Company like NUTAN reflect the sophistication of the products and the reliability as well as exquisite look. The company is in the process of implementing strategies to capitalize available opportunities. The long term growth of home appliances is secure given India's low ownership of appliances even in urban markets.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

3. DIVIDEND :

Looking to the financial position of the company directors is not recommending any dividend for the year.

4. DIRECTORS :

Mr. Sanjay Gorani (Holding DIN: 00055531) is liable to retire by rotation and being eligible offers himself for reappointment.

During the year Mr. Dinesh Kumar Maheshwari (Holding DIN 02424245), Independent Non executive director of the company resigned from the directorship on 31st July, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under proposed Clause 49 of the Listing Agreement with the Stock Exchange.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Nomination and Remuneration Policy are attached herewith as Annexure I.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.goraniindustries.com/investors/

5. AUDITORS :

M/s. B.D. Sharda & Co., Chartered Accountants, bearing Firm Registration No. 00161C, statutory auditors ratified by the members of the company for the financial year 2015-2016. They have furnished a written consent and certificate confirming their eligibility pursuant to the provisions of section 141 of the Companies Act, 2013 and rules made thereunder for the financial year 2015-2016.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

6. INTERNAL AUDITOR :

M/s Navin Sapna & Co., Chartered Accountants (bearing firm registration no. 010507C) has been reappointed as internal auditor of the company for the financial year 2015-16 in the Board Meeting held on 31st July, 2015.

7. SECRETARIAL AUDITOR :

M/s. Manish Jain & Co., Practicing Company Secretaries has been reappointed for issuance of Secretarial Audit Report for the financial year 2015-16 in the Board Meeting held on 31st July, 2015. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

8. RELATED PARTY TRANSACTIONS :

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013 during the year under review. Also there were no material related party transactions in terms of clause 49 of the listing agreement.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board may be accessed on Company's website at the link: http://www.goraniindustries.com/investors/

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

9. MEETINGS :

Four meeting of Board of Directors were held during the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR :

During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies.

11. EXTRACT OF ANNUAL RETURN :

Extract of Annual Return, in Form MGT -9, for the Financial Year 2014-15 has been annexed with this report as Annexure III.

12. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with the with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in Annexure IV forming part of this report.

13. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Directors/ KMP of the Company are furnished in Annexure V :

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 197 of The Companies Act, 2013 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14. DISCLOSURES:

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Shri Sandeep Kumar Jain (Chairman), Shri Shayam Sunder Jhawar and Ms. Rashi Joshi as other members. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement to deal with instance of fraud and mismanagement, if any. Protected disclosures can be made by a whistle blower either personally or over telephone to the Chairman of the Audit Committee, which should be followed by a written communication. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link http://www.goraniindustries.com/investors/.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors 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;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. CORPORATE GOVERNANCE :

A Separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached to this report.

17. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

18. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

During the year the company has framed the Risk Management Policy which highlights the Company's practices and risk management framework for the identification and management of uncertainty The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management and oversight of material risks and internal control. The Risk Management Framework is designed to address risks that have been identified to have a material impact on the Company's business and to ensure that the Board regularly reviews the risk management and oversight policies.

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate system of management- supervised internal control, which is aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws. These ensure that all corporate policies are strictly adhered to an absolute transparency is followed in accounting and all its business dealings.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The company ensures adherence to all internal control policies and procedures. A qualified and independent audit committee of the Board, comprising the independent directors reviews the adequacy of internal control.

20. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details of particulars of loans, guarantees or investments under section 186.

2. Details relating to deposits covered under Chapter VI of the Act.

3. Details about the policy developed and implanted by the company on corporate social responsibility initiatives.

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any Employee Stock Option scheme.

6. Neither the Managing Director nor the Whole- time Directors of the Company receive any commission.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. ACKNOWLEDGEMENT :

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By Order of the Board

Anil Gorani

(Holding DIN 00055540)

Chairman

Place: Indore

Date: July 31, 2015

Regd. Office :

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015 (M.P.)

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Mar 31, 2014

The Members,

Gorani Industries Limited

The Directors have great pleasure in presenting herewith the Nineteenth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS: (Amount in Lacs)

Particulars 2013-14 2012-13

Total Revenue 425.36 291.61

Profit before Finance - 27.57 - 23.26

Cost, Depreciation & Amortization Expense

Less:

Finance Costs 0.65 23.16

Depreciation & 23.82 0.92

Amortization expense 23.91 24.83

Net Profit/(Loss) - 3.75 - (1.57) before extra ordinary & exceptional items & tax

Tax Expense

Current Tax - -

Deferred Tax - - - -

Net Profit/ (Loss) 3.75 (1.57) after tax

2. PERFORMANCE:

During the financial year under review, your Company has achieved a Gross Turnover of Rs. 425.36 Lakhs as against that of Rs. 291.61 Lakhs during the previous year. The company has earned net profit of Rs. 3.75 Lakhs during the financial year against loss of 1.57 lacs in the previous year.

3. DIVIDEND:

Looking to the financial position and to conserve the resources of the company directors is not recommending any dividend for the year.

4. DIRECTORS:

Mr. Anil Gorani (Holding DIN 00055540) is liable to retire by rotation and being eligible offers himself for reappointment. Mr. Anil Gorani (Holding DIN 00055540) is a graduate in B.E. (electronics) and also has rich experience in the manufacturing, operation and working of the company and is being associated with the Company since its inception. Being technically well qualified, he has significantly contributed to its all round growth particularly from technical production point of view. He has specifically been instrumental in designing the new product layout and its approval from various standard approval agencies. Presently he is also involved in materialising the benefits to be accrued to the company through Carbon Credit Mechanism.

Mr. Shyam Sunder Jhawar (Holding DIN 02424283) and Mr. Sandeep Kumar Jain (Holding DIN 03534578) appointed as Independent Director of the Company pursuant to the provisions of Companies Act, 2013 and rules made thereunder and also as per proposed revised Clause 49 of the listing agreement and in respect of whom the Company has received a notice in writing from a member proposing their candidature for the office of Director for five consecutive years for a term up to 31st March, 2019.

During the year Mr. Dinesh Kumar Maheshwari (Holding DIN 02424245), Independent Non executive director of the company resigned from the directorship on 31st July, 2014.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and as per proposed revised Clause 49 of the listing agreement Ms. Rashi Joshi (Holding DIN- 06920858) was appointed as an Additional Director designated as an Independent Woman Director w.e.f. July 31, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her for appointment as an Independent Woman Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under proposed Clause 49 of the Listing Agreement with the Stock Exchange.

5. COMPANY SECRETARY:

Mrs. Arpita Jain bearing Membership No. 24898 appointed as Whole-time Secretary of the Company (Key Managerial Personnel) pursuant to the provisions of section 203 of the Companies Act, 2013 and rules made thereunder and also as per the Listing Agreement in the Board Meeting held on 31st July, 2014.

6. AUDITORS:

M/s. B.D. Sharda & Co., Chartered Accountants, bearing Firm Registration No. 00161C, statutory auditors holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment. They have furnished consent letter and a certificate to the effect that their appointment, if made, would be within the limits prescribed under the Section 139 of the Companies Act, 2013 and rules made thereunder.

7. INTERNAL AUDITOR

M/s Navin Sapna & Co., Chartered Accountants (bearing firm registration no. 010507C) has been appointed as internal auditor of the company for the financial year 2014-15 in the Board Meeting held on 30th May, 2014.

8. SECRETARIAL AUDITOR:

M/s. Manish Jain & Co., Practicing Company Secretaries has been appointed for issuance of Secretarial Audit Report for the financial year 2014-15 in the Board Meeting held on 30th May, 2014.

9. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58A of The Companies Act, 1956 and the Rules made there under.

10. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 217(2A) of The Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

11. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to purchase and sales.

b. 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 of the Company as at 31st March, 2014 and of profit and loss account of the profit for the year ended 31st March, 2014.

c. 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 deleting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanctioned letter of the bankers.

f. In cases of few delays in payments of statutory dues like PF, ESIC, TDS etc. applicable interest has also been paid which accrued to be nominal.

13. CORPORATE GOVERNANCE:

A Separate report on Corporate Governance along with Auditors'' Certificate on its compliance is attached to this report.

14. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By Order of the Board

Anil Gorani

(Holding DIN 00055540) Chairman

Place: Indore

Date: 31st July, 2014

Regd. Office:

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015 (M.P.)

---

Mar 31, 2013

To, The Members of Gorani Industries Limited

The Directors have great pleasure in presenting herewith the Eighteenth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL RESULTS:

Particulars (Rs. in Lacs) (Rs. in Lacs) 2012-2013 2011-2012

Gross Turnover 290.95 332.16

Profit Before Depreciation 22.35 0.45

Depreciation 23.92 25.35

Provisions For Taxation 0.00 0.00

Profit After Taxation (1.57) (24.90)

Add Profit/(Loss) Brought Forward (241.13) (216.23)

Surplus/(Deficiency) Carried (242.71) (241.13)

To Balance Sheet

2. PERFORMANCE:

During the financial year under review, your Company has achieved a Gross manufacturing Turnover of Rs. 290.45 Lacs as against that of Rs. 145.52 Lacs during the previous year. Hence the company has incurred a substantially reduced loss of Rs. 1.57 Lacs during the financial year against loss of 24.90 lacs in the previous year.

3. DIVIDEND:

Looking to the Financial Position of the Company Directors are not recommending any dividend for the year.

4. DIRECTORS:

Shri Dinesh Kumar Maheshwari and Shri Sandeep Kumar Jain are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. During the year the Company has appointed Shri Nakul Gorani as Director and Smt. Manju Gorani resigned from Directorship as on 20.03.2013.

5. AUDITORS:

M/s. B.D. Sharda & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. They have furnished a certificate to the effect that their appointment, if made, would be with in the prescribed limit under Section 224(1B) of the Companies Act, 1956.

6. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58A of The Companies Act, 1956 and the Rules made there under.

7. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 217(2A) of The Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to purchase and sales.

b. 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 of the Company as at 31st March, 2013 and of profit and loss account of the profitforthe year ended 31st March, 2013.

c. The Directors have taken proper and sufficient care forthe 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 deleting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanctioned letter of the bankers.

f. In cases of very few delays in payments of statutory dues like PF, ESIC, TDS etc. applicable interest has also been recognized as payable.

10. CORPORATE GOVERNANCE:

A Separate report on Corporate Governance along with Auditors'' Certificate on its compliance is attached to this report.

11. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By Order of the Board

San jay Gorani

Chairman & Managing Director

Place: Indore

Date: 30th May, 2013

Regd. Office:

Plot No. 32-33, Sector

F, Sanwer Road, Industrial Area,

Indore-452015 (M.P.)

---

Mar 31, 2012

To,The Members of Gorani Industries Limited

The Directors have great pleasure in presenting herewith the Seventeenth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS:

Particulars (Rs. in Lacs)

2011-2012 2010-2011

Gross Turnover 332.16 291.95

Profit Before Depreciation 0.45 32.18

Depreciation 25.35 20.68

Provisions For Taxation 0.00 0.00

Profit After Taxation (24.90) 11.50

Add Profit/(Loss) Brought Forward (216.23) (227.63)

Surplus/(Deficiency) Carried (241.13) (216.13)

To Balance Sheet .

2. PERFORMANCE:

During the financial year under review, your Company has achieved a Gross Turnover of Rs. 332.16 Lakhs as against that of Rs. 291.95 Lakhs during the previous year. The company has incurred a loss of Rs. 24.90 Lakhs during the financial year.

3. DIVIDEND:

Looking to the Financial Position of the Company your Directors are not recommending any dividend for the , year.

4. DIRECTOR:

Shri Shayam Sunder Jhawar and Smt Manju Gorani are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself/herself for re-appointment.

5. AUDITORS:

M/s. B.D. Sharda & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

They .have furnished a certificate to the effect that their appointment if made, would be with in the prescribed limit under Section 224(1B) of the Companies Act, 1956. . '

6. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58A.'of The Companies Act, 1956 and the Rules made there under.

7. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 217(2A) of "the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

9. DIRECTORS RESPONSIBILITYSTATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to purchase and sales.

b. 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 of the Company as at 31st March, 2012 and of profit and loss account of the profit for the year ended 31s' March, 2012.

c. 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 deleting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanctioned letter of the bankers.

f. In cases of few delays in payments of statutory dues like PF, ESIC, TDS etc. applicable interest has also been paid which accrued to be nominal.

10. CORPORATE GOVERNANCE:

A Separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached to this report.

11. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By Order of the Board



Sanjay Gorani

Chairman & Managing Director

Place: Indore

Date : 30'" May, 2012

Regd. Office:

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015 (M.P.)

---

Mar 31, 2011

To The Members of Gorani Industries Limited

The Directors-have great pleasure in presenting herewith the Sixteenth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS:

Particulars (Rs. in Lacs)

2010-11 2009-10

Gross Turnover 291.95 407.59

Profit Before Depreciation 32.18 29.46

Depreciation 20.68 23.17

Provisions For Taxation 0.00 0.00

Profit After Taxation 11.50 6.29

Add Profit/(Loss) Brought Forward (227.65) (233.90)

Surplus/(Deficiency) Carried (216.23) (227.65)

To Balance Sheet



2. PERFORMANCE:

During the financial year under review, your Company has achieved a Gross Turnover of Rs. 291.95 Lakhs as against that of Rs. 407.59 Lakhs during the previous year. The company has achieved net profit of Rs. 11.50 Lakhs during the financial year as against that of Rs. 6.29 Lakhs during the previous year.

3. DIVIDEND:

Looking to the Financial Portion of the Company your Directors are not recommending any dividend for the year.

4. DIRECTORS:

Shri Dinesh'Kumar Maheshwari is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

5. AUDITORS:

M/s. B.O. Sharda & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

They have furnished a certificate to the effect that their appointment, if made, would be with in the prescribed limit under Section 224(18)of the Companies Act, 1956.

6. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58A of The Companies Act, 1956 and the Rules made there under.

7. STATEMENT UNDER SECTION 217 DF THE COMPANIES ACT19S6:

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 217(2A) of The Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to purchase and sales.

b. 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 of the Company as at 31st March, 2011 and of profit and loss account of the profit for the year ended 31st March, 2011.

c. 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 deleting * fraud and of her-irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanctioned letter of the bankers.

f. In cases of very few delays in payments of statutory dues like PF, ESIC, TOS etc. applicable interest has also been paid which accrued to be nominal.

10. CORPORATE GOVERVANCE:

A Separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached to this report.

11. ACKNOWLEDGEMENT:

The Board wises to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By order of the Board

Sanjay Gorani

Chairman & Managing Director

Place: Indore

Date: 30th August, 2011

Regd. Office:

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015(M.P.)

---

Mar 31, 2010

The Directors have great pleasure in presenting here- with the Fifteenth Annual Report of your Company to- gether with the Audited Accounts for the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

2009-10 2008-09

Gross Turnover 407.59 428.72

Profit Before Depreciation 29.46 56.23

Depreciation 23.17 23.02

Provisions for Taxation 0.00 0.10

Net Profit After Taxation 6.29 33.11

Add Profit/Loss Brought forward (233.90) (267.01)

Surplus/(Deficiency) Carried (227.65) (233.90) to Balance Sheet

2. PERFORMANCE

During the financial year under review, your Com- pany has achieved a Gross Turnover of Rs. 407.59 Lakhs as against that of Rs.428.72 Lakhs during the previous year. The company has achieved net profit of Rs.6.29 Lakhs during the financial year.

3. DIVIDEND:

Looking to the Financial Position of the Company your Directors are not recommending any dividend for the year.

4. DIRECTORS:

Shri Anurag Nandecha is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

5. AUDITORS:

M/s. B.D. Sharda & Co., Chartered Accountants, holds office until the conclusion of the ensuing An- nual General Meeting and are eligible for re-appoint- ment. They have furnished a certificate to the ef- fect that their appointment, if made, would be with in the prescribed limit under Section 224(1 B) of the Companies Act, 1956.

6. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58Aof The Companies Act, 1956 and the Rules made there under.

7. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:

No employees in the Company have been paid re- muneration in excess of the limits prescribed under section 217(2 A) of The Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earn- ings and outgo as required under section 217(1 )(e) of the Companies Act, 1956 read with the Compa- nies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

9. DIRECTORS RESPONSIBILITY STATE- MENT:

Pursuant to sub-section (2 A A) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the ap- plicable accounting standards have been followed along with proper explanation re- lating to purchase and sales.

b. The Directors have selected such account- ing 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 as at 31st March, 2010 and of profit and loss account of the profit for the year ended 31st March, 2010.

c. The Directors have taken proper and suffi- cient 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 deleting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanction let- ter of the bankers.

8. CORPORATE GOVERNANCE:

A Separate report on Corporate Governance along with Auditors Certificate on its compliance is at- tached to this report.

9. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the com- pany and thank them for their continued support.

By order of the Board

SD/-

Sanjay Gorani

Chairman & Managing Director

Place : Indore

Date :30th July, 2010

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Mar 31, 2000

The Directors have pleasure in presenting the Fifth Annual Report together with the Audited Accounts of the Company for the financial year ended March 31st, 2000.

FINANCIAL RESULT

(Rs. in Lacs) Current Year Previous Year

Sales 750.56 914.92 Profit before Depreciation, Interest and Miscellaneous

expenses written off 74.23 88.11

Interest 37.41 47.11

Depreciation 26.20 25.60

Miscellaneous exps. written off 9.45 11.97

Profit/(Loss) for the year 1.17 03.43

Balance brought forward (26.11) (29.54) Net Profit/(Loss) carried to

Balance Sheet (24.94) (26.11)

PERFORMANCE

The year under review was an unprecedented challenging and competitive year for your company and other manufactures in the Kerosene Wick Stoves Industries. This was primarily due to sharp decline in real GDI3 growth of agriculture and allied activities to 0.8% in 1999-2000 from 7.2% in 1998-99, resulting into an adverse impact on rural spending and affected demand for sonsumer goods. In this context your company recorded sales of Rs. 750.56 lacs during the year as against Rs. 914.92 lacs in the previous year. The profit margin was also effected due to reduction in the selling price to maintain the market share and increase in raw materials cost in last quarter of the year. The low capacity utilisation is also one of the reason for decline in profit for the year. MARKET

The perf omance of the company in yet another difficult Year bears tetimony to the fact that the company is capable of orienting its activities to serve the dynamic needs of the ever changing market. This is clearly proved by the performance of the New Brand named products introduced in the beginning of the year, aggregating upto 13% total production and sales of the year. The sales of 98.84% of the total production of the year indicates the proper marketing strategy of the.company. Besides the product basket of the company was also widened to include a few more new brand names during the year.

With the perception of providing value added services to customers, the company has decided to use its spare capacity for the manufacture of L.P.G. GAS Stoves the demand of which is increased subtaintiaiy in urban and rural market in last year. The product development is on the verge of completion and your company has planned to launch the same in the market by middle of the year. The marketing of the product "Hurricane lantern" developed in previous year was postponed by the company due to competitive market in rural sector. But now the same will also be launched along with LPG Stoves. The Export performance of the company was adversiy affected during the year due to low demand in African Countries and high competition with other exporters like China. The demand is again built up for your company product and sincere efforts are made to export the Hurricane lantern to these countries. Your company expects good amount of export in next year for both the products.

The companys emphasis will continue to remain focussed towars cost reduction measures, brand building and targeted customers through out the country and improvement of productivity in the coming years. Export market of stoves and "Hurricane lantern" and productionof newproducts (L.P.G. Stoves) will increase the capacity utilisation which will result into increase in profit margin. Thus the company is well poised to retain its tempo of growth despite tough competition both at domestic and global level. DIVIDEND

To strengthen the financial position of the company and also due to marginal profit your Directors are unable to recommend any dividend for this year again.

PUBLIC DEPOSITS

There were no Deposits at the end of the year and the company did not accept any deposits from the Public during the year.

DIRECTORS

In accordance with the provisions of Companies act, 1956 and the Articles of Association of the Company Mr. Anil Gorani retire by rotation at this Annual General Meeting of the Company and being eligible, offer himself for reappointment.

AUDITORS REPORT

The observations of the Auditors are explained, wherever necessary, in appropriate notes to the accounts.

AUDITORS

The statutory Auditors of the Company M/s. A.P. Garg & Co., Chartered Accountants, Indore retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Auditors of the Company.

PERSONNEL

No employee has been paid remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

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

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure-1 forming part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by the Financial Institutions, Commercial Bank, Shareholders, Customers, Staff and Worker of the Company.

Place : Indore For and on Behalf of the Board

Date : June 21st 2000 Narendra Gorani

Managing Director