Wadala Commodities Ltd Merged Directors Report

To,

The Shareholders,

Your Directors have pleasure in submitting the Annual Report along with the Audited Accounts for the year ended on March 31, 2014.

REVIEW OF OPERATIONS:

Your Companys performance during the year as compared with that during the previous year is summarized below:

	For the Year ended 31-03-2014	For the Year ended 31-03-2013
	Rs. in 000	Rs. in 000
Income from Operations	29,309	33,388
Other Income	1,586	1,122
Total Income	30,895	34,510
Total Expenditure	30,019	32,135
Profit for the year before tax	876	2,375
Provisions for current tax	(284)	(560)
Profit after tax available for appropriation	592	1,815
Appropriations
Proposed Preference Dividend	4	2
Dividend Tax	1	1
Balance brought forward from previous year	(53,966)	(55,778)
Surplus/(Deficit)	(53,379)	(53,966)

DIVIDEND

The Board of Directors of your Company recommend a final dividend of Rs. 4,500/- on 50,00,000, 0.01%, Redeemable Non-Cumulative Preference Shares of Rs.10/- each (Rs. 9/- called and paid up) for the year 2013-2014.

Since the profits of the Company are marginal, Board of Directors of your Company do not recommend payment of dividend on equity shares of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

There is a separate section on Management Discussion and Analysis in this Annual Report which, inter alia covers the following:

1. Industry Structure and Development

2. Discussion on financial performance with respect to operational performance

3. Segment - wise performance

4. Human Resources, Industrial Relations

5. Opportunities and Threats

6. Control Systems and their adequacy

7. Risks and concerns

8. Outlook

The same is appended as Annexure A to the Directors Report.

FINANCIAL POSITION

The main area of operations of the Company is trading in vegetable oils. In view of the intense volatility of the market, as in the past few years, the management decided to engage in trading only where there was no risk of losses. As a result, the income from operations for the year was Rs. 293.09 lac. During the year, there was a profit after tax of Rs. 5.92 lac as against a profit of Rs. 18.15 lac in the previous year. The accumulated loss as on March 31, 2014 stood at Rs. 533.79 lac as compared to Rs. 539.66 lac as at March 31, 2013. The Company has no loan funds as at the end of the previous year.

INDUSTRIAL RELATIONS

Your Company maintained healthy and harmonious industrial relations at all levels.

FIXED DEPOSITS

Your Company is not accepting Fixed Deposits from the public.

DEPOSITORY SYSTEM

Your Companys equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2014, 99.18% of the equity shares of your Company were held in demat form.

DIRECTORS

The Board of Directors of your Company had appointed Mr. K.G. Mudaliar as Additional Director, designated as Independent Director of the Company with effect from October 15, 2013, vide resolution passed on October 15, 2013 to hold office as such upto the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013. Your Company had also appointed Mr. N. S. Nabar, Mr. A. B. Choudhury and Mr. Clement Pinto as Non- Executive Directors, liable to retire by rotation under the Companies Act, 1956. All these Directors are also the Independent Directors pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges.

As per section 149 of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. These Independent Directors are not liable to retire by rotation. Accordingly, it is proposed to appoint.

Mr. K.G. Mudaliar, Mr. N.S. Nabar, Mr. A.B. Choudhury and Mr. Clement Pinto, as Independent Directors, in accordance with the provisions of section 149 of the Act, to hold office as per their tenure of appointment mentioned in the Notice of the Annual General Meeting of the Company.

AUDITORS

You are requested to appoint Auditors and to authorise the Board to fix their remuneration. The retiring auditors, Kalyaniwalla & Mistry, Chartered Accountants [Firm Registration No.: 104607W], are eligible for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limit.

AUDIT COMMITTEE

The Audit Committee, which was constituted pursuant to the provisions of Companies Act and the listing agreement, has reviewed the accounts for the year ended March 31, 2014. The members of the Audit Committee are Mr. Clement Pinto, Mr. N.S. Nabar, Mr. A.B. Choudhury and Mr. K.G. Mudaliar, all are Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company confirm:

i. That in preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. That such accounting policies have been selected and applied 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 at the end of the financial year and of the profit or loss of the Company for that period;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

iv. That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certified the Companys compliance of the requirements of the Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the report on Corporate Governance.

ADDITIONAL INFORMATION

During the year under review, the Board of Directors of your Company had on February 7, 2014 approved the proposal of scheme of amalgamation of your Company with Godrej Industries Limited. BSE Limited had conveyed its No objection for the said scheme of amalgamation. Your Company had approached the Honble High Court of judicature at Madhya Pradesh, Indore Bench and the High Court had directed to seek the approval of the equity shareholders for the scheme of amalgamation. Accordingly, a court convened meeting of the equity shareholders of your Company has been called on July 4, 2014. Also pursuant to the terms of para 5.16 of Circular Number CIR/CFD/DIL/5/2013 dated February 4, 2013 issued by Securities and Exchange Board of India (SEBI) read with para 7 of Circular Number CIR/CFD/DIL/8/2013 dated May 21, 2013 issued by SEBI ("SEBI Circular") and pursuant to Section 110 of the Companies Act, 2013 and applicable rules thereunder, your Company is seeking the approval of the equity shareholders for the scheme by way of Postal Ballot. The results of the said postal ballot will be declared by the Chairman of the Company on July 25, 2014.

Information in respect of Conservation of Energy and Technology 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 not applicable to your Company. There are no persons employed throughout or part of the financial year for whom, information about the particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 needs to be given.

ACKNOWLEDGEMENT

Your Directors thank the Union Government, the Government of Madhya Pradesh and Maharashtra, as also all the Government agencies, banks, shareholders, customers, employees, vendors and other related organizations who, through their continued support and co-operation helped as partners in progress of your Company.

For and on behalf of the Board of Directors

N.S. Nabar

Chairman

Place: Mumbai

Date: April 30, 2014.