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Gemmia Oiltech (India) Ltd.

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Gemmia Oiltech (India) Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE MANDATORY REQUIREMENTS

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNENCE

Corporate Governance essentially is a set of processes and practices to ensure that the Company's affairs are being managed in the best interest of all stakeholders. Your Company believes on building long lasting and mutually beneficial relationship based on integrity, ethics and trust in all respect of our business. Your Company has been committed to adhere of corporate governance practices and ensure optimum utilization of social resources.

Your Company is committed to achieving the highest standards of corporate governance.

Your Company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholder value, over a sustained period of time.

The Board supervises the functioning of the management and protects the long-term interests of all stakeholders of the Company.

2. BOARD OF DIRECTORS

The Company in its commitment to uphold good corporate governance has further strengthened independence of the Board, by inducting an Additional Director in the Board. Total strength of the board on the date of this report is Six.

During the year under review, 6 Meetings were held on May 30, 2013, June 24 , 2013, August 14, 2013, September 30, 2013, November 14, 2013, and February 14, 2014.

The names and date of appointment / resignation of the Directors on the board, their attendance at the Board Meetings held during the year and number of directorship and Committee Chairmanship / Memberships held by them in other companies as on March 31, 2014 is given below. Other directorships mentioned below do not include alternate directorships, directorships of private limited companies, directorships of foreign companies and directorships in Section 25 Companies. Chairmanship / Membership of Board Committees include only Audit and Shareholders' / Investors' Grievance committees.

3. AUDIT COMMITTEE

(i) Brief description of terms of reference

The Audit Committee reviews, acts and reports to the Board of Directors with respect:

> Overseeing the Company's financial reporting process and Discloser of its financial information to ensure that the financial statements are correct, sufficient and creditable;

> Recommending the appointment / removal of Statutory Auditor(s) & Internal Auditor(s), Fix the Audit fee also approve the payment for any other services;

> Reviewing with the Management, the quarterly financial statement before submission to the board;

> Reviewing the adequacy of internal audit function, reporting structure, coverage and frequency of internal audit;

> Reviewing the findings of any internal investigations by the internal auditors into matters where is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

> Discussion with Statutory Auditors, before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;

> Reviewing the Company's financial and risk management policies;

> Reviewing the functioning of the Whistle Blower mechanism

(iii) Meetings and attendance during the year

Four Audit committee meetings held during the year 2013-14. The dates on which the meetings were held are as follows:

May 30, 2013; August 14, 2013; November 14, 2013 and February 14, 2014.

REMUNERATION COMMITTEE

(i) Brief description of terms of reference

The remuneration committee shall have the responsibility of determination of Remuneration packages for the executive Directors and non-Executive Directors of the Company.

(iii) Meetings and attendance during the year

Two Remuneration Committee meeting was held during the year 2013-14 on June 27, 2013 and

February 27, 2014.

5. SHAREHOLDER / INVESTOR GRIEVANCE COMMITTEE

(i) Brief description of terms of reference

> Allot to the applicants, shares and other securities issued by the Company from time including allotment under Employer Stock Option Scheme;

> Approve registration of transfer of shares and other securities issued and that may be issued from time to time; and approve or reject application for transfer of shares certified to the shareholders;

> Approve / reject applications for re-materialization, subdivision, consolidation, transposition and thereupon issue share certificates to the shareholders;

> Lay down suitable procedures and approve issue of duplicate certificates of shares and other securities;

> Decide the stock exchange(s) / depository(ies) in India or abroad, on which shares or other securities issued by the Company are to be listed or delisted including offering/issuing such shares / securities through depositories;

> Fix record date and determine closure of Register of Members and Transfer Books for the purpose of payment of dividend, interest, issue of rights / bonus shares or for such other purpose as Committee might deem fit;

> Redressal of shareholders and investors complaints such as transfer of shares, non-receipt of Annual Reports, non-receipt of dividend declared etc.;

> Report to the Board about important developments in the area of servicing of shareholders and

> Take initiatives for better servicing of the shareholder.

(iii) Meetings and attendance during the year

Four Shareholder / Investor grievance committee meetings held during the year 2013-2014. The dates on which the meetings were held are as follows:

May 12, 2013; August 29, 2013; October 10, 2013 and March 14, 2014.

6. DISCLOSURE

> There are no materially significant related party transactions having potential conflict with the interests of the Company at large.

> There has not been any non-compliance by the Company and there are no penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years.

> A Whistle Blower Policy is in force and it is affirmed that no personnel has been denied access to the Audit Committee

> The Company has complied with all the mandatory requirements of Corporate Governance, as required under the Listing Agreement and Company's status of Compliance with the non-mandatory requirements is given below:

a) The Board:

As our Chairman is an Executive Director, the Company maintains an office for him at the Corporate Office.

b) Remuneration Committee:

The details of the same are given elsewhere in the report.

c) Shareholder Rights:

The quarterly and half yearly and yearly declaration of the financial performance are posted on the website of the Company and are also sent to the stock exchanges, where the shares of the Company are listed.

d) Training of Board Members:

New Directors, on being inducted to the Board, are familiarized with the Company's Corporate Profile, the Corporate Governance Code, and Code of Conduct for Directors and Senior Management, Insider Trading Code and the Company's policy for Unfair Trading Practices in Securities.

e) Whistle Blower Policy:

The Company has laid down a Whistle Blower Policy, the details of which are given elsewhere in the report.

f) Secretarial Audit:

A qualified Practicing Company Secretary carried out a secretarial audit to reconcile the total admitted capital with National Securities Depository limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed Capital. The audit confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

7. MEANS OF COMMUNICATION:

The Quarterly Audited or Un-audited Financial results are normally published in the Trinity Mirror and Makkal Kural. All material information about the Company is promptly sent through fax to the concerned stock exchanges wherein the Company's Shares are listed. Besides, these are all given to press for information of the Public at large. The above results are also hosted on the Company website www.ramkaashyap.com .

9. GENERAL SHAREHOLDER INFORMATION:

1. Financial Year

April 1, 2013 - March 31, 2014

Wednesday

December 31, 2014

11 A.M.

South Indian National Association, 'Shastri Hall', I Floor, No. 40 Luz Church Road, Mylapore, Chennai - 600 004

3. Book closure date

December 27, 2014 to December 31, 2014

4. Listed Stock Exchanges

Madras Stock Exchange Limited, Chennai Bombay Stock Exchange Limited, Mumbai

5. Registrar and Transfer Agents

Systems Support Services

Unit: Gemmia Oiltech (India) Limited

89, Andheri - Kurla Road, (Next to Logitech Park, Above McDonalds), Sakinaka, Andheri (E), Mumbai,Maharashtra - 400 072

Telephone : 022-28500835, Fax : 022-2850438 Email: sysss72@yahoo.com

6. Share Transfer System

Presently, the share transfers which are received in physical form are processed and the share certificates returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects.

7. Dividend Payment Date

No dividend declared.

8. Scrip ID (BSE)

GEMOIL

9. Stock Code(BSE)

511652

10. Market Price Data

Annexed

11. Address for Correspondence

33/8, B. R. Complex, II Floor C. P. Ramasamy Road Alwarpet, Chennai - 600 018.

12. ISIN

INE736I01014

13. AGM

21st Annual General Meeting

14. Quarterly Results (Tentative)

For the First Quarter ending June 30, 2014. :August 14, 2014

For the Second Quarter ending September 30, 2014.: On or before November 14, 2014

For the Third Quarter ending December 31, 2014. :On or before February 14, 2015

For the Fourth Quarter ending March31, 2015. : On or before May 30, 2015

15. Dematerialization of Shares

About 99.48% of the outstanding shares have been dematerialized as on March 31, 2013.

16. Any query on Annual Report

Gemmia Oiltech (India) Limited Secretarial Department

No. 33/8, B. R. Complex, II Floor C. P. Ramasamy Road Alwarpet, Chennai - 600 018.

Tel : 044-43442000, Fax No. 044-43442016

Email: cs@ramkaashyap.com

17. Investor Correspondence

System Support Services

Unit : Gemmia Oiltech (India) Limited

89, Andheri - Kurla Road, (Next to Logitech Park, Above McDonalds), Sakinaka, Andheri (E),

Mumbai, Maharashtra - 400 072

Telephone : 022-28500835, Fax : 022-2850438 Email: sysss72@yahoo.com

10. DEMATERIALISATION OF SHARES:

As on March 31, 2014, out of total 34,62,90,000 equity shares of the company, 34,44,85,610 equity shares representing 99.47% of total shares have been dematerialized.