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Gangotri Cement Ltd.

BSE: 518093 Sector: Industrials
NSE: N.A. ISIN Code: INE831P01018
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Gangotri Cement Ltd. (GANGOTRICEMENT) - Director Report

Company director report

To the Members

Gangotri Cement Limited

Raipur (C. G.) 492001

Your Directors have pleasure in presenting the 26th Annual Report on thebusiness and operation of the Company together with audited statement of accounts for theyear ended on 31st Mar'17.

1. FINANCIAL RESULTS:

Particulars 31st March 2017 31st March 2016
Operating Income 0.00 12033235.00
Other Income 1419934.00 134540.00
Total Receipts: 1419934.00 12167775.00
Total Expenses 8696528.00 13209479.00
Profit Before Tax and Exceptional Items: (7276593.00) (1041704.00)
Prior Period Expenses Items 749503.00 -
Profit Before Tax (8026097.00) (1041704.00)
Tax Expenses
Current Tax
Deferred Tax - 176726.00
Profit for the period : (8026097.00) (1218430.00)
Earnings Per Share (in Rs.) (2.44) (0.37)

2. PERFORMANCE REVIEW & PROSPECTS FOR CURRENT YEAR.

During the year under review the plant remained under shut down due to economicrecession and your company could not generate any revenue as compared to Rs. 1.20 croresduring the previous financial year. During the year activity has been generated thoughtat a slow pace. Your directors are exploring marketing avenues and creating new clientalbase and hope to commence operations during the next few months. If the plant goes in tooperation the Company will restore back a good market position and show comparativelybetter results.

3. TRANSFER TO RESERVES

The loss is proposed to be transferred to Profit & Loss Account.

4. DIVIDEND

On account of losses. your directors are not in a position to recommend any dividendfor the period under report.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the financial position of the Companyhave occurred during the current year.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no such orders passed by the regulators or courts or tribunals impacting thegoing concern status and company's operations in future.

8. INDUSTRIAL RELATIONS:

Industrial relations in the company during the year were peaceful cordial and healthy.Company had been able to maintain peaceful industrial atmosphere and mutual trust betweenthe management and the employees. The management & employer relations continue to becordial.

9. LISTING

The Company continues to be listed on Bombay Stock Exchange (BSE). The company is dulycomplying with Listing Agreement and SEBI (LODR) Regulations 2015 from time to time.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has adequate Internal Control System commensurate with its size scale andoperations. The Internal Audit Department monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

During the year no reportable material weakness in the design or operation wasobserved.

11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company. TheCompany is also not a subsidiary of any other company.

12. DEPOSITS:

The Company did not accept any deposit within the meaning of Section 73 of theCompanies Act 2013 and the Rules made there under. As such there are no small depositorsin the company.

13. STATUTORY AUDITORS

The Companies Act 2013 (the Act) was notified effective April 1 2014 Section 139 ofthe Act lays down the criteria for appointment and mandatory rotation of statutoryauditors. Pursuant to Section 139 of the Act and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of two terms of five consecutiveyears. The Rules also lay down the transitional period that can be served by the existingauditors depending on the number of consecutive years for which an audit firm has beenfunctioning as auditor in the same company. The present auditors M/s Sunil Johri &Associates have served the Company for over 10 years before the Act was notified and willbe completing the maximum number of transitional period (three years) at the ensuing AGM.

The audit committee of the Company had proposed on 4th September 2017 in their meetingand subsequently the Board has recommended the appointment of M/s. Agrawal Shukla &Co Chartered Accountants (Firm registration number: 326151E) as the statutory auditors ofthe Company in their meeting held on 29th September 2017. They will hold office for aperiod of five consecutive years from the conclusion of the 26th Annual GeneralMeeting of the Company till the conclusion of the 31st Annual General Meetingto be held in 2021-22. The first year of audit will be of the financial statements for theyear ending on 31st March 2018 which will include the audit of the quarterly financialstatements for the year.

M/s. Agrawal Shukla & Co Chartered Accountants has given their consent andeligibility certificate to act as Statutory Auditors of the Company if their appointmentis approved by the members of the company.

Your Directors recommend their appointment on a remuneration to be decided by the Boardof Director and the Auditor mutually.

14. AUDITORS OBSERVATION:

Remarks made by the auditors in their report on the accounts stand explained in thenotes to accounts which are self explanatory.

15. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI.

The Company has implemented several best corporate governance practices as prevalentglobally. The report on Corporate Governance (Annexure-1) as stipulated under the ListingAgreement forms an integral part of the Report.

The requisite certificate from the auditors of the Company confirming compliance withthe conditions of corporate governance is attached to the report on Corporate Governance(Annexure-2).

16. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT2013

Extract of Annual return of the Company is annexed herewith as an Annexure-7 to thisreport.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions made with related parties are duly approved by Audit committee intheir meetings and in normal course of business. Form AOC-2 as required under theCompanies (Accounts) Rules 2014 is attached as Annexure-3.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of SEBI (LODR) Regulations 2015 is presented in Annexure-4.

19. Directors

a) Changes in Directors and Key Managerial Personnel

Mr. Dipesh Mahendra Sheth retires by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment. Your Directors recommend hisappointment at the ensuing Annual General Meeting.

Your Directors recommend his appointment as Director.

Mr. Ghanshyam Soni Company Secretary and Compliance Officer of the Company hasresigned from the company with effect from 11th January 2017.

b) Declaration by Directors under Section 164

Directors declare that no directors are disqualified from being appointed as Directorof the Company under Section 164 of the Companies Act 2013.

c) Declaration by Independent Director(s) and re- appointment

The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Clause 49 of theListing Agreement.

d) Declaration by Directors under Section 184

Directors declare that no directors are disqualified from being appointed as Directorof the Company under Section 184 of the Companies Act 2013.

20. SHARE CAPITAL

a. There is no change in share capital of the Company.

b. The Company has not issued any equity shares with differential rights during theyear.

c. The Company has not issued any sweat equity shares during the year

d. The Company has not issued employee stock options during the year.

e. The Company has not made any provision for purchase of its own shares during theyear.

21. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:

The Company is a manufacturing Company and In accordance with the requirements ofsection Conservation of Energy Technology Absorption under Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are attracted please referAnnexure-5

R&D efforts were not made towards technology absorption and no foreign exchangeoutgo and inflow included during the year.

There is no foreign exchange expenses and foreign income during the financial year.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under Section 135(2) of the Companies Act 2013. Hence nopolicy or disclosures are required to be made under the said section or applicable rules.

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met six (6) times during the year under review. Proper noticesof the meeting were given to all the Directors and intimation were duly made to StickExchange regarding the conducting of the Board Meeting and its outcome.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note to the Financial Statements.

25. DISCLOSURE OF DIRECTORS' REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 no remuneration has been paid to any of theDirectors of the Company.

26. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every listed Company is required toconduct a Secretarial Audit and obtain a report from a Practising Company Secretary. Inview of this the Board of Directors has appointed Satish Batra & Associates aPracticing Company Secretary firm for conducting secretarial audit of the Company for thefinancial year 2016-2017. His report is annexed herewith as Annexure-6.

27. RISK MANAGEMENT POLICY

Risk Management is a very important part of business. Your directors keep a close watchon the risk prone areas and take actions from time to time. The policy of the company isto comply with statutory requirements and try to overcome the risk of penalties andprosecutions.

The Company does not have any insurable assets. However the policy of the Company isto keep insured all insurable assets to keep them adequately insured against risks anduncertainties like fire riot earthquake terrorism loss of profit etc.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:-

i. In the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

ii. The directors have ensured that all applicable accounting policies are applied themconsistently and directors have made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company as at 31stMarch 2017 and of the profit and loss of the company for that period;

iii. The directors had taken and continue to take proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

iv. The directors had prepared and continue to prepare the annual accounts on a goingconcern basis;

v. The directors had laid and continue to lay down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

vi. The directors had devised and continue to devise proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

29. PERSONNEL:

There was no employee receiving remuneration attracting provisions of section 134(3)(q) of the Companies Act 2013 read with Rule 5(2) & (3) of rules the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.

30. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Directors further state that during the year under review there were no reportedinstances pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

31. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for contributionsmade by employees of the company and cooperation extended by the bankers and all personswho have directly and indirectly contributed to the success of the company.

Your directors also acknowledge the trust and confidence you have reposed in thecompany.

BY AND ON BEHALF OF THE BOARD.
(PARAG SHAH) (DIPESH SHETH)
DATED: 30TH MAY 17 MANAGING DIRECTOR DIRECTOR
PLACE: RAIPUR (C.G.) DIN 02619924 DIN 01563498