DIRECTORS REPORT

To,

The Members,

G D TRADING AND AGENCIES LIMITED

Your Directors have pleasure in presenting their Thirty Fifth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015

OPERATIONAL REVIEW:

The Company has generated an Income amounting to Rs. 201,80/- in Financial Year 2014-2015, whereas the income in previous year 2013-2014 was 126,926/-.

The Company has incurred Loss for the current Financial Year 2014-2015 of Rs. 9,487/- as compared to Net Profit amounting to Rs. 2,512/- in the previous Financial Year.

DIVIDEND:

In view of accumulated losses, your Directors do not recommend any Dividend for the Financial Year ended on 31st March, 2015.

SHARE CAPITAL:

The Company has 1,00,000 (One Lakhs) Equity Shares of Rs. 10 (Rupees Ten Only) each amounting to Rs. 10,00,000 (Rupees Ten Lakhs Only) and 11% 50,000 (Fifty Thousand) Preference Shares of Rs. 100 (Rupees Hundred Only) each amounting to Rs. 50,00,000 (Rupees Fifty Lakhs Only).

During the year under review, the Company has not issued any shares or any convertible instruments.

MATERIAL DEVELOPMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date by or of this report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases against the company, sale or purchase of capital assets or destruction of any assets etc.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

FIXED DEPOSITS:

Your Company has/has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has given loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements which is annexed to this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under the provisions of Companies Act, 2013 and Rules made there under relating to the technology absorption and Research & Development are not applicable to the Company, since the Company is not engaged in any manufacturing activity. But the Company has taken necessary steps to conserve energy wherever possible.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the Financial Year 2014-2015, under review there were no Foreign Exchange Earnings or Outflows.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

Therefore, Company is not liable to contribute towards Corporate Social Responsibility.

EMPLOYEES RELATIONS:

During the year under review, your company enjoyed cordial relationship with employees at all levels.

DIRECTORS:

A) Changes in Directors and Key Managerial Personnel: I. Cessation:

None of the Director have ceased from their Office during the Year 2014-15.

Ii. Retirement by Rotation:

Pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shekhar Somani, Director (DIN: 01912848) of the Company, retire by rotation at this Annual General Meeting, and being eligible, offers himself for re-appointment.

III. Appointment:

During the year 2014-2015, Ms. Kavita Sandeep Pawar (DIN: 02717275) was appointed as an Additional Director on the Board of the Company. Further, as per Section 149 of Companies Act, 2013 and rules made there under and as per listing agreement, the Company is required to appoint a Woman Director on the Board of the Company. Hence, Ms. Kavita Sandeep Pawar is being appointed as a Director in order to comply with the regulations and also to use her expertise knowledge for the benefit and growth of the Company for period of 5 consecutive years.

B) Declaration by an Independent Director(s) and Re- appointment:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

C) Formal Annual Evaluation:

In terms of the provisions of the Act, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee (NRC) and CSR Committee.

D) Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors had laid down internal financial controls to be followed by Company and that such internal financial controls are adequate and were operating effectively.

V. The Director had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in the Form AOC - 2 attached to this report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any subsidiary/ Joint Venture/ Associate Companies. STATUTORY AUDITORS:

M/s. J. K. Lahoti & Co. Chartered Accountants (Registration No.105508W), are appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the thirty Sixth Annual General Meeting (subject to ratification in every Annual General Meeting of the Company) at such remuneration as shall be fixed by the Board of Directors of the Company."

The Company has obtained a Certificate from J. K. Lahoti & Co. Chartered Accountants, (Registration No. 105508W), to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any other comments.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

EXTRACT OF THE ANNUAL RETURN:

The Extract of Annual Return is attached to this Report as per Section 134 of Companies Act, 2013 as

MGT-9.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance Practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report

AUDIT COMMITTEE:

The Committee met 4 times during the year under review.

NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Remuneration Committee' has been re-designated as the 'Nomination and Remuneration Committee' with amended scope of powers as mandated by the Act

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Shareholders Grievance Committee' has been re-designated as the 'Stakeholders Relationship Committee' with amended scope of powers as mandated by the Act.

B) None of the employee of the Company was in receipt of the remuneration (throughout the financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial Personnel) 2014.

C) The Company do not have any Holding or Subsidiary Company and None of the Directors of the Company are the Managing Director or Whole Time Director in the Associate Company.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

BUSINESS RISK MANAGEMENT:

The company has framed a risk management policy and the same is available on the website of the Company. The Company believes that risk should be managed and monitored on a continuous basis. As a result, the Company has designed a dynamic risk management framework to allow to manage risks effectively and efficiently, enabling both short term and long term strategic and business objectives to be met.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon is self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act,  2013. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed S.G. and Associates, a firm of Company Secretaries in practice (Mumbai) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors

G D Trading and Agencies Limited

Sanjay Somani

Director DIN: 00629858

Shekhar Somani

Director

DIN: 01912848

Place: Mumbai

Date: 12th August 2015