A-PDF MERGER DEMO GILBARCO VEEDER ROOT INDIA PRIVATE LIMITED

Notice of Annual General Meeting To The Members, Gilbarco Veeder Root India Private Limited Mumbai Notice is hereby given that the First Annual General Meeting of the Members of Gilbarco Veeder Root India Private Limited will be held on Friday, the 17th day of December 2010 at the Registered Office of the Company at 10, Thakur Niwas, Level 2,173, J Tata Road, Churchgate, Mumbai 400020 at 4.00 p.m. to transact the following as ordinary business: Ordinary Business 1. To receive, consider and adopt the Audited Balance sheet as at 31st March 2010 and Profit and Loss Account and Secretarial Compliance Certificate for the period ended 31st March 2010 and the reports of the Directors and Auditors report thereon. 2. To appoint Auditors of the Company who shall hold office from the conclusion of this Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration. SPECIAL BUSINESS 3. To consider and if thought fit to pass with or without modifications the following resolution as an Ordinary Resolution : "RESOLVED THAT Mr.Russy N Master be and is hereby appointed as Director of the Company not liable to retire by rotation." 4. To consider and if thought fit to pass with or without modifications the following resolution as an Ordinary Resolution : "RESOLVED THAT Mr. Jason Morehead, be and is hereby appointed as Director of the Company not liable to retire by rotation."

By Order of the Board of Directors Gilbarco Veeder Root India Private Limited Date: 15.12.2010 Place: Mumbai Sd/Sudhanshu Chhabra Director

A MEMBER IS ENTITLED TO ATTEND AND VOTE AT THE MEETING, IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED BE A MEMBER.

Registered Office: 10, Thakur Niwas, Level 2, 173, J Tata Road, Churchgate, Mumbai - 400020

GILBARCO VEEDER ROOT INDIA PRIVATE LIMITED

DIRECTORS REPORT
To The Members, Gilbarco Veeder Root India Private Limited Mumbai Your Directors have pleasure in presenting the First Annual Report of the Company together with the audited Financial Statements for the year ended March 31, 2010. 1. Financial Results: Particulars Total Income Total Expenditure Profit/(Loss) before Tax Less: Provision for Deferred tax Profit after Tax Surplus brought forward form earlier year Balance Profit/Loss carried forward March 31, 2010 14,746,466 (156,736,067) (141,989,601) 49,534,092 (9,24,55,509) 00 (9,24,55,509)

The Company during the period had acquired the L&Ts Petrol dispensing pumps unit for a consideration of USD 30 Million and entered into a Business Transfer Agreement.

2. Dividend: In view of the losses your directors do not recommend any dividend for the period due to losses. 3. Fixed Deposit: Your Company has not accepted any deposits under the provisions of Section 58 A of the Companies Act, 1956 and the Rules made there under, thus there are no unclaimed deposits. It has accepted deposit in the nature of unsecured loan from Bankers and as intercorporate deposits from other companies.

Registered Office: 10, Thakur Niwas, Level 2, 173, J Tata Road, Churchgate, Mumbai - 400020

4. Directors Responsibilities Statement: Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of your Company hereby state and confirm that:i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. ii) Your Directors had 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 Affairs of your Company as at the end if the financial period. iii) Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities. iv) Your Directors has prepared the Annual Accounts on a Going Concern basis. 5. Auditors: M/s. Bilimoria Mehta & Co, Chartered Accountants, First Auditors will retire at the forthcoming Annual General Meeting, they have expressed their unwillingness to continue for the reasons stated in the letter, it is therefore propose to appoint any other Chartered Accountants as a Statutory Auditors to hold office from the conclusion of the forthcoming Annual General Meeting till the conclusion of next Annual General Meeting. S.R.Batliboi & Co, Chartered Accountants, Mumbai have expressed their willingness and has confirmed that appointment if made will be within the meaning of provisions of section 224 (1B) of the Companies Act, 1956., therefore it is proposed to appoint S.R.Batliboi & Co, Chartered Accountants, Mumbai, as the Auditors of the Company to hold the office from conclusion of forthcoming Annual General Meeting till the conclusion of next Annual General Meeting. 6. Audit Committee The Company has not constituted any Audit Committee, as the same is not mandatory by law.

Registered Office: 10, Thakur Niwas, Level 2, 173, J Tata Road, Churchgate, Mumbai - 400020

7. Employees Stock Option The Company has not offered any shares under the Stock Option Plans to any of its employees.

8. Buy Back of Shares The Company has not offered for buy back any its shares from the shareholders during the period. 9. Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo: (a) Conservation of energy, Technology Absorption The Company has not commenced any major activity, and hence no energy efficient materials and processes are used /adopted. (b) Foreign Exchange earnings/outgo during the year under review: The foreign exchange earnings and out go were more elaborately dealt in Financial Statements. 10. Directors The Company proposes to appoint Mr.Russy N Master and Mr.Jason Morehead as Directors of the Company in the ensuing Annual General meeting. During the period Mr.Jai Shankar Krishnan resigned from the Board and the Board wishes to place on records its appreciation for the support extended by him during his tenure as Director of the Company. 11. Managements response to point 7 of Annexure to Audit report The explanation provided by the Company in point 7 is self explanatory and the Company shall comply with statutory requirements in due course of time. 12. Particulars of Employees: In terms of the provisions of section 217 (2A) of the Companies Act, 1956 as

amended, read with the Companies (Particulars of Employees) Rules 1975, there are

Registered Office: 10, Thakur Niwas, Level 2, 173, J Tata Road, Churchgate, Mumbai - 400020

no employees drawing salary of Rs.24 lacs or more for the year or Rs. 2,00,000/- or more per month if employed for the part of the year. 13. Appreciation Your Directors would like to place on record their sincere appreciation for the support provided by the Employees, Customers, manufacturers, Government Authorities, Auditors, and Consultants. By order of the Board Date: 14-10-2010 Place: Mumbai For GILBARCO VEEDER ROOT INDIA PRIVATE LIMITED Sd/Anil Chindani Director Sd/Sudhanshu Chhabra Director

Registered Office: 10, Thakur Niwas, Level 2, 173, J Tata Road, Churchgate, Mumbai - 400020

GILBARCO VEEDER ROOT INDIA PRIVATE LIMITED

10, Thakur Niwas, Level 2, 173, J Tata Road, Churchgate, Mumbai - 400020

Additional Information as required Under Part IV of Schedule VI to The Companies Act, 1956 Balance Sheet Abstract and Companys General Business Profile:

1. Registration Details Registration Number State Code Balance Sheet Date

: : 194033 : 11 : 31.12.2010

2. Capital Raised during the year Public Issue : Nil Rights Issue : Nil Bonus Issue : Nil Private Placements : Nil 3. Position of Mobilisation and Deployment of Funds Total Liabilities : Rs. 1618119933.00 Total Assets : Rs. 1618119933.00
Sources of Funds Paid-up Capital Reserves & Surplus Secured Loans Unsecured Loans Deferred Tax Liability Application of Funds Net Fixed Assets Investments Net Current Assets Miscellaneous Expenditure Accumulated Losses : : Rs. 1069062494.00 : Nil : Rs. 397689861.00 : Rs. 7193662.00 : Rs. 92455509.00 : : Rs. 11345740 .00 : Nil : Nil : Rs. 1606774193 : Nil

4. Performance of Company Total Income Total Expenditure Profit/(Loss) Before Tax Profit/(Loss) After Tax Earning Per Share Dividend Rate %

: Rs. 14746466.00 : Rs. 156736067.00 : Rs. (141989601.00) : Rs. (92455509.00) : Rs. (81 .00) : Nil

5. Generic Name of Three Principle Products/ Services of Company Item Code No. :Product Description :- /SD/Director Date: 14.10.2006 - /SD/Director