Gokul Refoils and Solvent Ltd Directors Report.

To, The members,

Your Directors are pleased to present the 25th Annual Report of the Company along with the Audited Financial Statements for year ended 31st March, 2018.

1. FINANCIAL RESULTS

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:

(Amount in Lakhs)

Standalone

Consolidated

31.03.2018

31.03.2017

31.03.2018

31.03.2017

1 Revenue from operations

18627.08

23174.32

198775.07

185748.99

2 Other Income

1948.77

1160.97

2904.84

1616.23

3 Total Revenue

20575.85

24335.30

201679.91

187365.23

4 Profit / (Loss) before interest,

(309.51)

147.85

838.90

989.63

Depreciation , Exceptional items and
Taxes (PBIDTA)
5 Interest and Financial Cost

292.22

375.63

3281.85

3237.85

6 Depreciation and Amortisation

15.96

11.75

456.02

434.22

7 Exceptional Items

(2798.83)

-

(2478.27)

-

8 Profit/(Loss) before Taxation (PBT)

(3108.34)

147.85

(1639.37)

989.63

9 Provision of Taxation including Deferred

(127.53)

84.83

330.47

519.09

Tax liability/(Assets)
10 Profit/ (Loss) from ordinary activities after tax

(2980.81)

63.02

(1969.85)

470.55

11 Net Profit/(Loss) from discontinued operations after tax

2809.03

(390.27)

2874.65

(228.36)

12 Net Profit/(Loss)

(171.78)

(327.25)

904.80

242.18

13 Total Comprehensive Income/(Loss)

(167.81)

(340.24)

896.11

222.49

2. INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from 1 st April, 2017 with a transition date of 1st April, 2016. The financial statements of the Company for the financial year 2017-18 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 the other recognized accounting practices and policies to the extent applicable.

3. DIVIDEND

In view of losses, your Directors do not recommend any dividend for the financial year 2017-18.

4. BUSINESS PERFORMANCE

Standalone Basis

During the year under review, total revenue from operation was Rs. 18,627.08 Lakhs against Rs. 23,174.32 Lakhs in the previous year. There has been decrease by 19.62 % in total income.

Net loss from continued operations is Rs. (2980.81) Lakhs for year ended 31.03.2018 against Net Profit of Rs. 63.02 lakhs in previous year. Net profit from dis-continued operations is Rs. 2809.03 Lakhs for year ended 31.03.2018 against net loss of Rs. (390.27) lakhs in previous year. Net Loss for the year ended 31.03.2018 is Rs. (171.78) Lakhs from operations (continued and dis-continued) against net loss of Rs. (327.25) lakhs in previous year. The performance for year under review was primarily impacted due to divestment of Haldia undertaking and loss due to foreign subsidiary. After divestment of Haldia undertaking, the company continued with its trading activity.

Consolidated Basis

During the year under review total revenue from operation was Rs. 198775.07 lakh against Rs. 185749 lakhs in the previous year, There has been increase by 7.01 % in total income.

Net loss from continued operations is Rs. (1969.85) Lakhs for year ended 31.03.2018 against Net Profit of Rs. 470.55 lakhs in previous year. Net profit from dis-continued operations is Rs. 2874.65 Lakhs for year ended 31.03.2018 against net loss of Rs. (228.37) lakhs in previous year. Net Profit for the year ended 31.03.2018 is Rs. 904.80 Lakhs from operations (continued and dis-continued) against net profit of Rs. 242.18 lakhs in previous year.

There has been no change in the nature of business of the Company during the financial

5. Business performance of Subsidiaries: (i) Domestic Subsidiary

Gokul Agri International Limited

Gokul Agri International Limited (GAIL), wholly-owned subsidiary of the Company has its production facility at Sidhpur, District- Patan, Guarat, India and is engaged in the business of seed processing, solvent extraction, refining of edible oils and industrial oil such castor oil. The Sidhpur Plant currently processes various types of oils including KachiGhani oil, Mustard oil, Refined Cottonseed oil, Soyaben Refined oil, Palmolein and Castor oil. It is also trading in agro commodities including spices in domestic and international market. During the year under review, total revenue from operation was Rs. 1,86,916.82 Lakhs against Rs. 1,83,431.90 Lakhs in the previous year. There has been increase by 1.90 % in total income.

Net profit from operation is Rs.788.72 Lakhs for year ended 31.03.2018 against Net Profit of Rs. 820.15 lakhs in previous year.

(ii) Overseas Subsidiary

Gokul Refoils Pte Ltd, wholly-owned subsidiary of the Company incorporated in Singapore which has not yet started any significant activity. Net loss of the Company is $ (6,182) for year ended 31.03.2018 against Net loss of $ (22,662) in previous year.

Maurigo International Ltd-(MIL) Mauritius (wholly owned foreign subsidiary), of the company has been carrying on business in commodity and commodity derivatives in international market which was complementing to the business of Haldia undertaking.

Due to divestment of Haldia undertaking the Company, the MIL was voluntarily wound- up in accordance with the provisions of the Mauritius Companies Act, 2001. Due to losses suffered by the MIL the Company incurred a net loss of Rs. 2798.83 lakhs on investment made in MIL which is included under exceptional item in the statement of profit and loss.

6. DIVESTMENT OF HALDIA UNDERTAKING

The Haldia undertaking of the company comprising edible oil refinery in the state of west Bengal was set up in the year 2009. Since last few years due to lower capacity utilization,unfavourable duty structure and other operational difficulties, the cost of and control of Haldia undertaking had been increasing. After obtaining all the required approvals, the, divestment process of Haldia Undertaking was completed on October 13, 2017 and the Company received Rs. 253.55 Crores as full and final consideration

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.

8. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 2637.90 Lakhs. There has been no change in capital structure of the Company during the year under review.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

During the year, M/s Maurigo International Limited Mauritius (Wholly Owned Foreign Subsidiary of our Company) has been voluntary wound up under the provision of Mauritius Companies Act, 2001 and therefore it ceased as a subsidiary of the Company.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiaries, associates and joint venture companies is attached as Annexure in Form AOC-1 prepared under Section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company which forms part of this report. The Company has kept the separate audited financial statements in respect of each of subsidiaries at the Registered Office of the Company and available upon the request by any shareholder of Company. The said financial statements are also available on the website of your Company at www.gokulgroup.com. The Policy for determining material subsidiaries as approved may be accessed on the Companys website at the link: http://www.gokulgroup.com/investor.php 10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Consolidated Financial Statements for the financial year ended 31st March, 2018 are the Companys first IND-AS compliant annual consolidated financial statements with comparative figures for the year ended 31st March, 2017.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Retire by Rotation

Mr. Balvantsinh Rajput is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommend for his re-appointment.

As required under regulation 36(3) of the Listing Regulations, particulars of Director seeking re-appointment at the ensuing AGM are annexed to the notice convening Twenty Fifth AGM.

Appointment / Resignation

During the year under review, there is no change in the constitution of Board of Directors.

Criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013

The Independent Directors of your Companyhavegiventhecertificateof independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013. The details of familiarization programme for Independent Directors, conducted during the year, have been provided under the Corporate Governance Report.

Evaluation of Board Performance

In compliance with the Companies Act, 2013 and SEBI (LODR), Regulations, 2015, the performance evaluation of the Board and its Committees was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

Nomination and Remuneration Policy

The policy on Directors appointment and remuneration including criteria for determining qualifications, independence of Director, and also remuneration for Key Managerial Personnel and other employees can be viewed at the Companys website at weblink http://www.gokulgroup.com/investor.php 12. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of women at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules and no complaint has been received on sexual harassment during the financial year 2017-18.

13. WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The details of the said Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

14. AUDIT COMMITTEE

The Audit Committee comprises Directors namely Mr. Piyushchandra Vyas (Chairman), Mr. Karansinhji Mahida, Prof. (Dr). Dipooba Devada and Mr. Bipinkumar Thakkar.

All the recommendations made by the Audit Committee were accepted by the Board. The details of term of reference of the Audit Committee, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

15. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

Further, the Company identifiesrisks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. The Board provides oversight and reviews the Risk Management Policy periodically. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

16. MEETINGS OF BOARD

The Board of Director met seven times during the year 2017-18. The Details of the Board Meetings and the attendance of the Directors are given in the Corporate Governance Report.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions Section 134(3)(c) of Companies Act, 2013, the Directors state that:-a) In the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable Indian accounting standards have been followed and that there are no material departures; 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, 2018 and the profit and loss 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 Companies Act, 2013, 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) That proper internal financial controls are in place and that the financial control are f) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such a systems are adequate and operating effectively.

18. AUDITORS i) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. M. M. Thakkar & Co. Chartered Accountants, Rajkot having Firm Registration No. 110905W were appointed as Statutory Auditors of the Company from conclusion of the 24th Annual General Meeting (AGM) till the conclusion of the 29th AGM to be held in the year 2022. M M Thakkar & Co, Chartered Accountants have furnished a declaration confirming their independence as well as their arms length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the company. The Auditors Report to the shareholders for the year under review does not contain any qualification.

Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government:-

During the year under consideration, there were no such instances. ii) SECRETARIAL AUDITOR

M/s. Mohan B. Vaishnav, Practicing Company Secretaries were appointed to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as ANNEXURE-I to this Report.

The Secretarial Auditor has made observation for not spending the CSR obligation by the Company for FY 2017-18 under Section 135 of the Companies Act, 2013. The explanation on the said observation has been given under Point no. 19: Corporate Social Responsibility in this report. iii) COST AUDITORS

M/s. Ashish Bhavsar & Associates, Cost Accountants (Firm Reg. No. 000387), were reappointed as Cost Auditors for the financial year 2017-18 to conduct cost audit of the accounts maintained by the Company in respect of the products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2017-18, in respect of the products prescribed under relevant Cost Audit Rules shall be filed as per the requirements of applicable laws.

The Company doesnt fall under the purview and requirement to get the cost audit done for FY 2018-19 pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, hence the Company has not appointed Cost Auditors for FY 2018-19.

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 0.40 Lakhs to the Investor Education and Protection fund established by the Central Government during the financial year 2017-18, in compliance with Section 125 (3) of the Companies Act, 2013. The said amount represents unpaid and unclaimed dividend amount for the financial year 2009-2010 (Final Dividend) and 2010-2011 (Interim Dividend), which were lying with the Company for a period of 7 years from their due dates of payment. Prior to transferring the aforesaid sum, the Company has send reminders to the shareholders for submitting their claims for unpaid and unclaimed dividend amount for the financial year 2009-2010 and 2010-2011.

20. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprises Mr. Balvantsinh Rajput as the Chairman, Mr. Piyushchandra Vyas and Prof.(Dr.) Dipooba Devada as the members.

Reason for not spending the CSR Amount:

The Company has been carrying out the CSR activities through a Registered Trust engaged in the sector of Promoting Education and Health Care. However, during the Financial Year 2017-18, the Company could not spent the CSR obligation as despite best efforts, a viable project could not be identified by the Registered Trust through which amount was committed and approved by the Board. The Board has proposed to spend such unspent amount in the next financial year.

The Report on CSR activities is given in ANNEXURE-II forming part of this Report.

21. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report.

22. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015 a separate section on Corporate Governance forms part of this report and Certificate from a CompanysAuditorregarding compliance ofANNEXURE-III.

23. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ANNEXURE-IV which forms part of this report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE-V which forms part of this report.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked ANNEXURE-VI and forming part of this Report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the company had not entered into any contract or arrangement or transactions with related parties which could be considered ‘material (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

However, you may refer to Related Party transactions, as per the Ind AS, in Note No.41. of the Standalone Financial Statements. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link:- http://www.gokulgroup.com/investor.php 27. EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in ANNEXURE-VII.

28. INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to section 134(5)(e) of the Act. For the year ended on March 31, 2018, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Companys operations. Managing the Risks of fraud and corruption.

29. 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 relating to deposits covered under Chapter V of the Act.

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 scheme.

4) Neither the Managing Director nor the Whole-time Director of the Company receives any commission from the Company and they are not disqualifiedfrom receiving any remuneration or commission from any of subsidiaries of the Company.

5) No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys future operations.

30. APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companys employees at all levels.

For, Gokul Refoils and Solvent Limited

Balvantsinh Rajput

Chairman & Managing Director (DIN:00315565)

Date : May 21, 2018 Place: Ahmedabad