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Good Value Marketing Company Ltd.

BSE: 500167 Sector: Agri and agri inputs
NSE: GOODVALUE ISIN Code: INE532A01014
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Good Value Marketing Company Ltd. (GOODVALUE) - Director Report

Company director report

TO.

THE SHAREHOLDERS

Your Directors hereby present the Thirty Eighth Annual Report on the business of theCompany together with the Audited Statements of Accounts for the Financial year ended onBl" March 2016.

1. FINANCIAL HIGHLIGHTS :

CURRENT YEAR PREVIOUS YEAR
(01/04/2015 TO 31/03/2016) (01/08/2014 TO 31/03/2015)
Rupees Rupees
Income 13065 7025
Gross Profit/(Loss) Before Depreciation (11.51.122) (46803)
Depreciation/ Impairment 664797 49791
Gross Profit/ (Loss) After Depreciation (1815919) (96.594)
Provision for Taxation - -
Net profit / (Loss) After Tax (1815919) (96594)

2. CURRENT YEAR'S & FUTURE REVIEW

The Company operated at a low level and Is making a revival plan for rehabilitating theCompany.

3. DIVIDEND :

No Dividend is recommended by the Board of Directors for the year 2015-2016.

4. DIRECTORS:

Shri Dilip S Dahanukar is retiring by rotation and offers himself for re-appointment.

5. ENVIRONMENT:

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

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

6. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

In the preparation of the Annual Accounts:

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

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of the Company at the end of the financial year and of the profitor loss of the Company for the period.

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

7. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act. 2013 and Clause 49 ofthe 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 andRemuneration committee Meetings 1 Risk Management committee Meeting and 1 StakeholderRelationship Committee Meeting were convened and held. The details of which are given inthe Corporate Governance Report. The Intervening gap between the Meetings was within theperiod 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 andforms a part of this Annual Report. There have been no Instances of non-acceptance of anyrecommendations of the Audit committee by the Board during the financial year underreview.

11. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Bombay Stock ExchangeLimited. Corporate Governance and Management Discussion and analysis Report annexed tothis report for part of this annual Report

12. NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration policy Is not applicable to the Company since thereare no applicable employees in the Company and no Director gets any remuneration from theCompany.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Further there is nomaterial related party transaction during the year under review the Promoters Directorsof Key Managerial personnel. Hence no particulars are being provided in Form AOC-2. Allrelated Party Transactions are placed before the Audit committee as also the Board ofDirectors for approval.

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

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich 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 orTribunals against the Company.

16. STAFF AND LABOUR :

Your Directors are pleased to record appreciation of Team work and efforts put by theemployees 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 2016 Annual General Meeting tillthe 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 GeneralMeeting 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 me Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial personnel) rules 2014 theCompany has appointed M/s. GMS & Co. Company Secretary In Practice to undertake theSecretarial 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 requiredunder section 92 of the Companies Act 2013 In Included in this Report as "AnnexureC" 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 scopefor 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 andinternal policies to enable them to familiarize with the Company's procedures andpractices.

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

24. VIGIL MECHANISM/ WHISTLE BLOWER POUCY

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

25. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the listingAgreement the Board of Directors has carried out an annual performance evaluation of itsown performance and that of the Directors and Committees.

FOR AND ON BEHALF OF THE BOARD
Sd/-
Place: Mumbai DILIP. S. DAHANUKAR
Date: 30/05/2016 (DIN No 00353297)
(Chairman)