To the Members
Your Directors take pleasure in presenting the 31st Annual Report on the business andoperations of your Company for the year ended 31st March 2016 together with the auditedaccounts for the year ended 31st March 2016.
The financial results of the Company are summarized as under:
(Amount in Rs.)
|Particulars ||March 31 2016 ||March 31 2015 |
|Income: || || |
|Revenue from Operations ||- ||7723007 |
|Other Income ||4191645 ||5427062 |
|Total Revenue (A) ||4191645 ||13150069 |
|Expenditure: || || |
|Cost of Materials Consumed ||- ||7395924 |
|Changes in Inventories of Finished goods ||- ||- |
|Employee Benefits Expenses ||1085625 ||894420 |
|Finance Costs ||39452 ||16 |
|Depreciation and Amortization Expenses ||572482 ||606781 |
|Operating & Other Expenses ||1673618 ||1990776 |
|Total Expenses (B) ||3371177 ||10887917 |
|Profit Before Tax (A-B) ||820468 ||2262152 |
|Tax Expenses: || || |
|(1) Current Tax ||197626 ||430813 |
|(2) Deferred Tax ||(123501) ||(124770) |
|Profit for the year ||746344 ||1956109 |
|Appropriated as under: || || |
|Dividend proposed ||- ||- |
|Tax on Proposed Dividend ||- ||- |
|General Reserve ||- ||- |
|Balance carried to Balance sheet ||746344 ||1956109 |
|Earnings per Equity Share || || |
|(1) Basic ||0.37 ||0.98 |
|(2) Diluted ||0.37 ||0.98 |
The Directors have decided not to recommend any dividend for the year so as to createsufficient reserves for future expansion of the Company.
The Company has not created any specific reserve for the year under review.
During the year under review the company has not carried any business and the totalincome was Rs.41.92 lakh. After accounting for expenses the Company has earned a netprofit of Rs.7.46 lakh during the year under review as against a profit of Rs.19.56 lakhin previous year. Your Directors hope to do better and starts its operations in thecurrent year.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
The Company is engaged in the business of ship breaking activities for several years.However there has been no change in the business of the Company during the financial yearended 31st March 2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Pratap Singh Bohra (DIN:00122472) retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for reappointment. The Board of Directors recommends hisappointment.
There has been no change in the constitution of Board during the year under review i.e.the structure of the Board remains the same.
However Subhash J. Purohit the Company Secretary & Compliance officer of theCompany has resigned on w.e.f. 14th February 2016 and in place of him Ms. Mamta Mishrahas been appointed w.e.f 28th May 2016.
During the financial year Six (6) Board Meeting were convened i.e. 28.05.201523.07.2015 14.08.2015 13.10.2015 13.11.2015 and 12.02.2016. The intervening gap betweenthe Meeting was within the period prescribed under the Companies Act 2013 and Regulation17 of the Securities and Exchange Board of India (listing Obligation and DisclosureRequirements) Regulation 2015.
The Board carried out an annual performance evaluation of its own performance theIndependent Directors individually as well as the evaluation of the working of theCommittees of the Board. The performance evaluation of all the Directors was carried outby the Nomination and Remuneration Committee. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors.
CONSOLIDATED FINANCIAL STATEMENTS
Your Company doesn't have any subsidiaries. Therefore compliance of preparingConsolidated financial statement for the F. Y. 2015-16 does not arise.
The paid up equity share capital as on March 31 2016 was Rs. 20000000/- (Rupees TwoCrores Only) comprising 2000000 equity share of Rs. 10 each. The Company has not issuedshares with differential voting rights nor granted stock options nor sweat equity hencethere was no change in the Company's share capital during the year under review.
During the financial year your Company has not accepted any deposits within the meaningof Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are annexed herewith as Annexure "A". However the Companyhas not given any guarantees during the year under review.
INTERNAL FINANCIAL CONTROL:
The Company has a proper and adequate system of internal control commensurate with thesize and nature of its business. Internal control systems are integral to company'scorporate governance framework. Some significant features of internal control system are:
Adequate documentation of policies guidelines authorities and approvalprocedures covering all the important functions of the company.
Ensuring complete compliance with laws regulations standards and internalprocedures and systems.
Ensuring the integrity of the accounting system; proper and authorised recordingand reporting of all transactions.
Ensuring reliability of all financial and operational information.
As per Section 134(5)(e) of the Companies Act 2013 the Directors have an overallresponsibility for ensuring that the Company has implemented robust system and frameworkof Internal Financial Controls. This framework provides the Directors with reasonableassurance regarding the adequacy and operating effectiveness of controls with regards toreporting operational and compliance risks. The framework ensures that the Company haspolicies and procedures for ensuing orderly and efficient conduct of the businesssafeguarding of assets of the Company prevention and detection offrauds accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation. The Company has also developed and implemented a framework for ensuringinternal controls over financial reporting. There have been no significant changes in theCompany's internal financial controls during the year.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provision of section 135 is not applicable to the company. Hence the compliance ofthe same does not arise.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of Section134(3)(m) of the Companies Act2013 read with Rule8 of the Companies (Accounts) Rules 2014 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo are as follows:
a) Conservation of Energy-NOT APPLICABLE
(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment's
b) Technology absorption NOT APPLICABLE
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof
(iv) the expenditure incurred on Research and Development
c) Foreign exchange earnings and Outgo:
Foreign exchange Earnings NIL
Foreign exchange Outgo Rs. 359722 (Pervious year: Nil)
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134 sub section3(c) and sub-section 5 of theCompanies Act 2013your Directors hereby would like to state that: i) In the preparationof the annual accounts the applicable accounting standards have been followed.
ii) Such accounting policies have been selected and applied consistently and judgementsand estimates have been made that are reasonable and prudent to give a true and fair viewof the Company's state of affairs as at March 31 2016 and of the Company's profit or lossfor the year ended on that date.
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
iv) The annual financial statements have been prepared on a going concern basis.
v) That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.
vi) Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
There were no material Related Party Transactions entered during the FY 2015-16.Thepolicy on dealing with Related Party Transactions as approved by the Board is uploaded onthe Company's website www.gmlmumbai.com. There are no materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.
SUBSIDIARY//JOINT VENTURES AND ASSOCIATE :
The Company does not have any Subsidiary Joint Venture or Associate Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Matching the needs of the Company and enhancing the competencies of the Board are thebasis for the Nomination and Remuneration Committee to select a candidate for appointmentto the Board. The current policy is to have a balanced mix of executive and non-executiveIndependent Directors to maintain the independence of the Board and separate itsfunctions of governance and management. The Board of Directors comprises of 6 Directorsincluding 1 woman director as on 31st March 2016. The number of Independent Directors is3 which is one half of the total number of Directors. The policy of the Company ondirectors' appointment including criteria for determining qualifications positiveattributes independence of a director and other matters as required under sub-section(3) of Section 178 of the Companies Act 2013 is governed by the Nomination Policy readwith Company's policy on appointment/reappointmentof Independent Directors.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received the necessary declaration from all Independent Directors inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013as well as under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and other Rules Regulations or amendments made there under respectively.
INDIAN ACCOUNTING STANDARDS (IND AS)
As per the roadmap announced by the Ministry of Corporate affairs the Company willcomply with the new Accounting Standards IND AS in preparation of its financialstatements for accounting periods beginning on April 1 2016 along with the comparativesfor the period ending March 31 2016. Hence the Company would prepare and report results/financial statements under IND AS from April 1 2016
In pursuant to Regulation 15 (2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance with the corporate governance provisionsas specified in regulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to(i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall notapply in respect of - (a) the listed entity having paid up equity share capital notexceeding rupees ten crore and net worth not exceeding rupees twenty five crore as on thelast day of the previous financial year. Therefore a report on the Corporate Governancepractices the Auditors' Certificate on compliance of mandatory requirements thereof arenot given as an annexure to this report.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197(12) read with Rules 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 there is no such employees drawingsalary of Rs. 500000/- or more per month.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employee sare covered under this policy. Nocomplaints pertaining to sexual harassment were received during FY 2015-16.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to dealwith instance off raud and mismanagement if any. Vigil Mechanism Policy ensures thatstrict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern. Details ofthe same is available on the company's website: www.gmlmumbai.com
RISK MANAGEMENT POLICY
The Company's robust risk management framework identifies and evaluates business risksand opportunities. The Company recognises that these risks need to be managed andmitigated to protect its shareholders and other stakeholders interest to achieve itsbusiness objectives and enable sustainable growth. The Company has laid down acomprehensive Risk Assessment and Minimization Strategy which is reviewed by the Boardfrom time to time. These Strategies are reviewed to ensure that executive managementcontrols risk through means of a properly defined framework. The major risks have beenidentified by the Company and its mitigation process/measures have been formulated in theareas such as business project execution event financial human environment andstatutory compliance. The Policy is available on the company's website: www.gmlmumbai.com
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
The Board of Directors and the designated employees have confirmed compliance with theCode.
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 significant or material orders passed by the Regulators/ Courts/ Tribunalswhich could impact the going concern status of the Company and its future operations.
AUDITORS AND AUDITOR'S REPORT
1. STATUTORY AUDITORS
At the Company's 29th Annual General Meeting(AGM) held on September 30 2014 M/s. G.P. Agrawal & Co. Chartered Accountants (Firm Registration No. 302082E) Mumbai wereappointed as the Company's Statutory Auditors from the conclusion of the 29th AGM till theconclusion of the 34th AGM of the Company to be held in the year 2019.In terms of Section139 (1) of the Companies Act2013 the appointment of the statutory auditors to holdoffice from the conclusion of this AGM until the conclusion of next AGM is placed foryour ratification. The Auditors Report to the shareholders for the year under review doesnot contain any qualification. No frauds have been reported by the Auditors under Section143(12) of the Companies Act 2013 requiring disclosure in the Board's Report. Theobservation made in the Auditors' Report read together with relevant notes thereon areself-explanatory and hence do not call for any further comments under Section 134 of theCompanies Act 2013.
2. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and TheCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. M.K Saraswat & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit carried out is annexed herewith as Annexure "B".
The following qualifications were observed by the Secretarial Auditor in their Reportto which the Board has shared the following explanations:
Qualification 1:Non appointment of CFO as at 31st March 2016.
Response: In complying with the provisions of Section 203 of the Companies Act 2013regarding appointment of CFO your company is in the process of identifying a suitableperson.
Qualification 2: The Company had not paid Sitting Fees to Directors as per AOA of theCompany.
Response: Due to inadvertence sitting fees was not paid to the Directors for attendingBoard Meetings and Committee Meeting. There has been no malafide intention in not payingthe sitting fees to the Directors. However the Company has taken steps to pay the sittingfees to all the Directors in toto.
EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of Section 134(3) (a) of the Companies Act 2013 theextract of the annual return in Form No. MGT9 is annexed (Annexure "C")hereto and forms a part of this report.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the Management Discussion & Analysis is provided as a separatesection in the Annual Report
OTHER DISCLOSURES / REPORTING
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
Your Directors take this opportunity to express their appreciation for the cooperationand assistance received from the Government the financial institutions banks and theshareholders during the year under review. The Directors also wish to place on recordtheir appreciation of the devoted and dedicated services rendered by all employees of theCompany
For and on behalf of the Board of Directors
|Place: Mumbai || |
|Date: 28th May 2016 ||Pratap Singh Bohra |
| ||Chairman |
| ||DIN: 00122472 |
| ||4 Devpark Smt Manikbai Patil Marg |
| ||Juhu Mumbai - 400049 |