Good Value Marketing Company Ltd Directors Report.

TO,

THE SHAREHOLDERS

Your Directors hereby present the Thirty Ninth Annual Report on the business of the Company, together with the Audited Statements of Accounts for the Financial year ended on 31st March, 2017.

1. FINANCIAL HIGHLIGHTS :

CURRENT YEAR (01/04/2016 TO 31/03/2017) PREVIOUS YEAR (01/04/2015 TO 31/03/2016)
Rupees Rupees
Income 7,480 13,065
Gross Profit/(Loss) Before Depreciation (51,39,73) (6,51,121)
Depreciation/ Impairment - 6,64,797
Gross Profit/ (Loss) After Depreciation (51,39,73) (13,15,918)
Provision for Taxation - -
Net profit / (Loss) After Tax (51,39,73) (13,15,918)

2. CURRENT YEARS & FUTURE REVIEW

The Company operated at a low level and is making a revival plan for rehabilitating the Company.

3. DIVIDEND :

No Dividend is recommended by the Board of Directors for the year 2016-2017.

4. DIRECTORS:

Shri Nilesh M Sawant is retiring by rotation and offers himself for re-appointment.

5. ENVIRONMENT:

The Company is environment friendly as the Companys Products are organic and free from Toxic- residues and based on Natural substances and no pollution is caused to the environment. Production Center: There is no Pollution from the Factories of the Company and the environment is kept clean.

Farm Sources: Since the company is encouraging pesticide-free farming, it is helping in keeping the environment clean on the farms.

6. DIRECTORS RESPONSIBILITY STATEMENT: *

Pursuant to the requirement clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, your Directors confirm that:

In the preparation of the Annual Accounts:

i) The applicable accounting standards have been followed and wherever required, proper explanations relating to the material departures have been given.

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 the Company at the end of the financial year and of the profit or loss of the Company for the period.

iii) Proper and sufficient care has been taken 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.

iv) The accounts have been prepared on a going concern basis.

7. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the year 5 Board Meeting, 5 Audit Committee Meetings, 1 Nomination and Remuneration committee Meetings, 1 Risk Management committee Meeting and 1 Stakeholder Relationship Committee Meeting were convened and held. 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.

9. PUBLIC DEPOSITS:

The Company does not have nor not invited, any Public Deposits.

10. AUDIT COMMITTEE:

The composition of the Audit committee is provided in Corporate Governance Report and forms a part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit committee by the Board during the financial year under review.

11. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance and Management Discussion and analysis Report annexed to this report for part of this annual Report

12. NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration policy is not applicable to the Company since there are no applicable employees in the Company and no Director gets any remuneration from the Company.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Further there is no material related party transaction during the year under review the Promoters, Directors of Key Managerial personnel. Hence, no particulars are being provided in Form AOC-2. All related Party Transactions are placed before the Audit committee as also the Board of Directors for approval.

14. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report. >

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no orders have been passed by the Regulator or courts or Tribunals against the Company.

16. STAFF AND LABOUR :

Your Directors are pleased to record appreciation of Team work and efforts put by the employees of the Company at all levels. There are no employees of the Company drawing Rs. 25000/- or more per month at any time during the year.

17. AUDITORS:

a. Statutory Auditor

The Auditors are to be appointed from the date of YEAR 2015 Annual General Meeting till the conclusion of the next Annual General Meeting and their Remuneration is to be fixed. However appointment of the statutory auditor is to be ratified every Annual General Meeting till conclusion of 2020 Annual General Meeting. The retiring Auditors M/s. BATLIBOI & PUROHIT, CHARTERED ACCOUNTANTS, Mumbai are eligible for re-appointment,

b- Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial personnel) rules 2014, the Company has aDDointed M/s. GMS & Co.. ComDanv Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure B" and forms an integral part of this Report.

18. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as required under section 92 of the Companies Act, 2013 in included in this Report as "Annexure C" and forms and integral part of this Report.

19. CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The energy consumed in the production process is negligible and does not offer scope for any significant conservation of energy.

TOTAL FOREIGN EXCHANGE USED AND EARNED:

Foreign Exchange used : Nil Foreign Exchange earned : Nil

20. RESEARCH AND DEVELOPMENT:

No research has been conducted this year.

21. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments during the year.

22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/ broachers, reports and internal policies to enable them to familiarize with the Companys procedures and practices.

23. The Company has put in place an adequate system of internal financial control with respect to the financial statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and Clause 49 of the Listing Agreement.

25. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the listing Agreement, the Board of Directors has carried out an annual performance evaluation of its own performance and that of the Directors and Committees.

FOR AND ON BEHALF OF THE BOARD
Sd/-
Place: Mumbai DILIP. S. DAHANUKAR
Date: 30/05/2017 (DIN No 00353297)
(Chairman)

ANNEXUREA

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION THE NOMINATION AND REMUNERATION POLICY

I. PHILOSOPHY

The Company strongly believes that the system of Corporate Governance protects the interest of all the stakeholders by inculcating transparent business operation and accountability from management towards fulfilling the consistently high standard of Corporate Governance in all facets of the Companys operations.

II. The Company has adhared to prudential norms in the Composition and appointment of Director and fix their remuneration.

III. The Company will seek advice and services of competent professionals as an when required by the Company.