Gemmia Oiltech (India) Ltd Directors Report.

DIRECTORS

The Board of Directors of Gemmia Oiltech (India) Limited are pleased to present the Twenty First Annual Report for the year ended March 31, 2014, together with the Auditors’ Report and Audited Accounts for the Financial year 2013-14.

FINANCIAL PERFORMANCE

The comparative pictures of the financials of the Company for the last two years are presented in the table below.

(In Rs.)

PARTICULARS 2013-14 2012-13
Net Income 1644 81,36,760
Expenditure 15427977 1,75,52,609
Profit before Depreciation, Interest and Tax 12575208 (47,13,9990)
Less: Interest and Finance Charges 2192954 39,23,956
Less: Depreciation 100658171 7,77,904
Profit /(Loss) Before Tax (115426333) (94,15,849)
Less: Provision for Tax 124690 1,75,923
Profit/(Loss) after Tax (115301643) (92,39,927)

OPERATIONS REVIEW

On a standalone basis your Company has reported net revenue of Rs. 1644 as against Rs. 81,36,760 of Revenues registered in the previous year. Total expenditure for the year was Rs. 11,54,27,977 as against Rs. 1,75,52,609 in the previous year.

BUSINESS REVIEW

A detailed business review is being given in the Management Discussion and Analysis Section of the Annual Report.

DIVIDEND

Your Directors have not recommended dividend in view of the losses incurred by the company during the year.

SUBSIDIARY COMPANY

1. Gemmia Worldwide S.A.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the CompanyMr. A. Srinivasan and Mr. K.Raman, Directors, retire by rotation and being eligible offer themselves for re-appointment.

Mr. M.Rajan, Mr. A. Roche and Mr. V. Arunagiri were appointed as an Additional Director on September 30, 2013, November 14, 2013 and February 14, 2014 respectively.

The Company has received notice under Section 160 of the Companies Act, 2013 proposing the appointment of Mr. M. Rajan, Mr. A. Roche and Mr. V. Arunagiri as Directors liable to determination through retirement by rotation at the ensuing Annual General Meeting.

AUDITOR

M/s. R. Ravindran & Associates (Registration No. 003222S) Chartered Accountants, Chennai, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and to hold office from the conclusion of this Twenty First Annual General Meeting to the conclusion of the Twenty Third Annual General Meeting.

The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section139 (1) and 141 of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has not received audited financials from its subsidiaries due to some unavoidable Circumstances. So Company has not attached the consolidated statement.

PARTICULARS OF EMPLOYEES

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable since, none of the employee of the Company is drawing in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Your Company does not carry on any manufacturing activities and hence the disclosure requirement in terms of Sections 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Conservation of Energy and Technology do not apply to your Company.

During the year under review, there was no Foreign Exchange earnings and outgo for your Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director’s and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) In the preparation of the annual accounts for the year ended 31stMarch2014,the applicable accounting standards issued by the Institute of Chartered Accountants of India read with the requirements set out under Schedule VI to the Companies Act,1956, the provisions of Companies Act, 2013 ( to the extent notified) have been followed and there are no material departures from the same;

(ii) 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 the Loss of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a ‘going concern’ basis.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. Further, the Directors wish to place on record their appreciation of Employees at all levels for their hard work, dedication and commitment.

By Order of the Board
For GEMMIA OILTECH (INDIA) LIMITED
Sd/- Sd/-
Jude Jeyaprakash T. V. Balachandran
Executive Director Director
Place : Chennai
Date : December, 4 2014