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Gokul Agro Resources Ltd.

BSE: 539725 Sector: Industrials
NSE: GOKULAGRO ISIN Code: INE314T01025
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OPEN 23.50
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VOLUME 600
52-Week high 34.40
52-Week low 12.00
P/E 14.42
Mkt Cap.(Rs cr) 310
Buy Price 23.25
Buy Qty 336.00
Sell Price 23.75
Sell Qty 50.00
OPEN 23.50
CLOSE 23.70
VOLUME 600
52-Week high 34.40
52-Week low 12.00
P/E 14.42
Mkt Cap.(Rs cr) 310
Buy Price 23.25
Buy Qty 336.00
Sell Price 23.75
Sell Qty 50.00

Gokul Agro Resources Ltd. (GOKULAGRO) - Director Report

Company director report

To

The Shareholders Gokul Agro Resources Ltd.

The Directors are pleased to present the Annual Report on the affairs of the Companyalong with the Audited Financial Statements and Auditor’s Report for the year endedon March 31 2016.

1. Financial Highlights

Highlights of Financial Results for the year are as under.

(Rs. In Lacs)

Sr. No. Particulars

Standalone

Consolidated
March 31 2016 March 31 2015 March 31 2016
1 Sales 363097.45 68715.13 363486.99
2 Operating & Other Income 2732.76 1817.42 2605.64
3 Total Revenue 365830.21 70532.55 366092.63
4 Profit Before Interest Depreciation 8362.90 1716.26 7881.82
Exceptional Items and Taxes (EBIDTA)
5 Interest and Financial Cost 4892.02 1586.09 4894.52
6 Depreciation and Amortization 1521.50 -40.72 1521.50
7 Profit / (Loss) Before Taxation (PBT) 1949.39 170.89 1465.80
8 Provision of Taxation including Deferred Tax Liability / (Assets) 529.22 (182.19) 525.22
9 Share of Loss from Associate Company _ _ _
10 Profit / (Loss) After Taxation (PAT) 1420.17 353.07 940.59

2. Issue of Equity Shares

In pursuance of the Scheme of Arrangement in nature of Demerger ("theScheme") sanctioned by the Hon’ble High Court of Gujarat vide its Order datedJune 12 2015 131895000 Equity Shares of the Company were issued and allotted to theshareholders of the Demerged Company i.e. Gokul Refoils and Solvent Limited("GRSL") on September 28 2015 in the ratio of one Equity Shares of Rs. 2 eachof Gokul Agro Resources Limited for every one equity shares of Rs. 2 each of GokulRefoils and Solvent Limited.

3. Material Changes between the end of Financial Year and the date of thisReport

Reconstitution of the Board of Directors of the Company took place between the end ofthe financial year and the date of this report which is considered to be a materialchange that may affect financial position of the Company. Mr. Balvantsinh Rajput Mr.Bipin Thakkar Mr. Piyushchandra Vyas Prof. Dr. Dipooba Devada and Mr. Karansinhji Mahida– Directors of the Company tendered their resignations from the Board of the Company;in whose place Mr. Jayesh Thakkar Mr. Ashutosh Bhambhani Mr. Keyoor Bakshi Mr.Mangharam Kotak and Ms. Pooja Yadav are appointed on the Board of the Company w.e.f. June9 2016.

4. Dividend

Your Directors wish to conserve resources for future expansion and growth of theCompany. Hence no Dividend has been declared by the Directors during the Financial Year2015-16.

5. Transfer to General Reserves

No sum was transferred to General Reserves during the financial year.

6. Website

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely "www.gokulagro.com"containing basic information about the Company. Eg. Details of business financialinformation shareholding pattern compliance with corporate governance contactinformation of the designated officials of the Company who are responsible for assistingand handling investor grievances for the benefit of all stakeholders of the Company. Thecontents of the said website are updated on regular basis.

7. Company’s Operations and Performance Sales

Company’s turnover for financial year 2015-16 is Rs. 363097.45 Lacs as comparedto Rs. 68715.13 Lacs in the previous year. On Consolidated basis the turnover forfinancial year 2015-16 is Rs. 363486.99 Lacs.

Profitability

Company’s Profit after Tax (PAT) for the year ended March 31 2016 was recorded atRs. 1420.16 Lacs as compared to Rs. 353.07 Lacs in the previous year. The PAT onconsolidated basis was Rs. 940.59 Lacs.

Earnings per share

EPS was at Rs. 1.08 as on March 31 2016 as against Rs. 0.27 as on March 31 2015 onstandalone basis. EPS on consolidated basis was Rs. 0.71.

Net Worth

The Company’s net worth on standalone basis as on March 31 2016 was at Rs.17149.05 Lacs as compared to Rs. 15733.87 Lacs as on March 31 2015 and on consolidatedbasis it was Rs. 18635.58 Lacs.

8. Board of Directors and Key Managerial Personnel Directors

During the year due to the reconstitution of Board dated on April 20 2015 Mr. JayeshThakkar Mr. Hitesh Thakkar and Mr. Deepak Thakkar resigned from post of Director and Mr.Balvantsinh Rajput Mr. Piyushchandra Vyas Prof. Dr. Dipooba Devada Mr. KaransinhjiMahida Mr. Bipinkumar Thakkar appointed as Additional Directors pursuant to Section 161of Companies Act 2013. Pursuant to the provisions of Section 203 of the Companies Act2013 Mr. Kanubhai Thakkar designated as a Managing Director w.e.f. June 30 2016.Pursuant to the provisions of Section 149 of the Act Mr. Piyushchandra Vyas Prof. Dr.Dipooba Devada Mr. Karansinhji Mahida appointed as an Independent Directors at the firstAnnual General Meeting of the Company held on September 8 2015. They have submitted adeclaration that each of them meets the criteria of independence as provided in section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as an Independent Director during the year.

The position of Board of Directors as on March 31 2016 is as follows:

Name DIN Designation
Mr. Balvantsinh Rajput 00315565 Chairman
Mr. Kanubhai Thakkar 00315616 Managing Director
Mr. Piyushchandra Vyas 01260934 Independent Director
Prof. Dr. Dipooba Devada 01849583 Independent Director
Mr. Karansinhji Mahida 02237323 Independent Director
Mr. Bipinkumar Thakkar 06782371 Director

Board Meetings

The Board consists of six members as on March 31 2016 one of whom is Promoter andNon-Independent Director two of them are Non-Executive and Non-Independent Directors andremaining three are Independent Directors.

The Board met 8 times during the Financial Year 2015-16 on

April 20 2015 May 27 2015 June 30 2015 August 12 2015
August 24 2015 September 28 2015 January 25 2016 February 10 2016

Notices of the meeting with the agenda along with necessary details were sent to theDirectors in time. The data of attendance record of the Directors at the Board Meetingsheld during the Financial Year ended on March 31 2016 and their directorships with anyother Company is given here below.

Name of Director No. of Board Meeting Held No. of Board Meeting Attended No. of Directorships in other Indian Public Companies
Mr. Balvantsinh Rajput 08 05 3
Mr. Kanubhai Thakkar 08 08 3
Mr. Piyushchandra Vyas 08 08 2
Prof. Dr. Dipooba Devada 08 08 2
Mr. Karansinhji Mahida 08 08 2
Mr. Bipinkumar Thakkar 08 08 2

Committees of Board

Your Company has several Committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

The Company has following Committees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Anti-Sexual Harassment Committee

A detailed note on the committees with respect to composition meeting powers andterms of reference is provided under the Corporate Governance Report section in thisReport.

9. Declaration by Independent Directors

The Company has obtained necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013. The terms and conditions of theIndependent Directors are incorporated on the website of the Company as per Regulation46(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 athttp://www.gokulagro.com/others/

10. Details of Key Managerial Personnel

Mr. Manish Kella and Ms. Chinar Jethwani were appointed as a CFO and Company Secretaryrespectively w.e.f. June 1 2015. Mr. Kanubhai Thakkar was designated as Managing Directorof the Company w.e.f. July 1 2015. Their appointments are in compliance to the provisionsof the Companies Act 2013 and are holding office after the commencement of the CompaniesAct 2013.

11. Human Resource Development

The Company continued to make significant progress on strengthening HR Processes andpractices to build organization for current as well as future sustainability during theyear. The Company focuses on providing individual development and growth in a professionalwork culture that ensures high performance. The Company has concentrated on enhancingcapability of employees that ultimately helps achieving better standards of operations.

12. Adequacy of Internal Control System

The Company has proper and adequate system of internal controls which ensures that allassets are safeguarded against loss from unauthorized use or disposition and all thetransaction are authorized recorded and reported correctly. Regular internal audits andchecks are carried out to provide assurance that the responsibilities at various levelsare discharged effectively and that adequate systems are in existence. The managementcontinuously reviews the internal control systems and procedure for efficient conduct ofbusiness.

13. Corporate Social Responsibility Committee Policy and Initiatives taken during theyear and reasons for not spending the money

The Company has constituted CSR Committee and CSR Policy is duly adopted by the Companyas per the regulatory norms as the Company has not completed a period of 3 consecutiveyears as prescribed in the provisions of the Companies Act 2013 with respect toallocation and spending of amount not less than 2% of last 3 years’ Average NetProfit. Hence the Company has not spent any amount for the CSR activities.

14. Subsidiary Joint-venture and Associate Companies

As on March 31 2016 Company has one Subsidiary Company namely Maurigo Pte. Ltd.Singapore. The audited financial statements of the Subsidiary Company will be availablefor inspection during business hours at the Registered Office of the Company. Further thefinancial highlights of Subsidiary Company are part of this Report as prescribed in FormAOC-1.

The Company will also make these documents available upon request by any Member of theCompany interested in obtaining the same. The separate audited financial statements inrespect of each of the subsidiary companies are also available on the website of theCompany at www.gokulagro.com 15. Deposits

Pursuant to Section 73 and 74 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 the Company has not accepted or renewed any publicdeposits during the year.

16. Auditors

Statutory Auditors

M/s. Surana Maloo& Co. Chartered Accountants (Firm Registration No. 112171W) arethe Statutory Auditors of the Company. Members of the Company at the First Annual GeneralMeeting held on September 8 2015 had approved the appointment of M/s. Surana Maloo &Co. Chartered Accountants (Firm Registration No. 112171W) as the Statutory Auditors for aperiod of 5 financial years i.e. upto the conclusion of 6th Annual GeneralMeeting to be held in the year 2020. As required by the provisions of the Companies Act2013 their appointment should be ratified by members each year at the AGM. Accordinglyrequisite resolution forms part of the notice convening the 2nd Annual GeneralMeeting of the Company.

Cost Auditors

As per Section 148(3) of the Companies Act 2013 and Rule 14 of the Companies (Audit& Auditors) Rules 2014 the Company is required to have the audit of its cost recordsconducted by a Cost Accountant in practice. In this connection the Board of Directors ofthe Company has on the recommendation of the Audit Committee approved the appointment ofM/s Priyank Patel & Associates Cost Accountants Ahmedabad (Firm Registration No.103676) as the Cost Auditors of the Company for the year ending March 31 2017 at aremuneration as may be decided by the Board of Directors. M/s Priyank Patel &Associates Cost Accountants Ahmedabad have vast experience in the field of cost auditand have conducted the audit of the cost records of the Company for the past several yearsunder the provisions of the Companies Act 2013.

Secretarial Auditors

The Board pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hasappointed M/s Samdani Shah & Associates Company Secretaries as the SecretarialAuditors of the Company to conduct the Secretarial Audit as per the provisions of the saidAct for the Financial Year 2015-16. The Secretarial Audit Report for the FY 2015-16 isannexed to this Directors’ Report.

Accordingly the Company has re-appointed M/s Samdani Shah & Associates CompanySecretaries as Secretarial Auditor of the Company in the Board Meeting dated June 102016 to conduct Secretarial Audit for Financial Year 2016-2017.

17. Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report instances of unethical behaviouractual or suspected fraud or violation of Company’s Code of Conduct to themanagement. Further the mechanism adopted by the Company encourages the Whistle Blower toreport genuine concerns or grievances and provide for adequate safeguards againstvictimization of the Whistle Blower who avails of such mechanism and also provides fordirect access to the Chairman of the Audit Committee in exceptional cases. The functioningof vigil mechanism is reviewed by the Audit Committee from time to time. No whistle blowerhas been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy/Vigil Mechanism is available on the website of the Company.

18. Sexual Harassment of Women at Workplace

There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

19. Management Discussion And Analysis Report

Your attention is drawn to the perception and business outlook of your management foryour Company for current year and for the industry in which it operates including itsposition and perceived trends in near future. The Management Discussion and AnalysisReport as required under Regulations 34 of the SEBI (LODR) Regulations 2015 with theStock Exchange is attached and forms part of this Directors’ Report.

20. Auditors’ Report and Secretarial Report

The Auditors’ Report and Secretarial Auditors’ Report do not contain anyqualifications reservations or adverse remarks. Report of the Secretarial Auditor isgiven as an Annexure which forms part of this report.

21. Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments by Company under the provisions of Section186 of the Companies Act 2013 during the year under review are provided in Note No. 14to the Standalone Financial Statements.

22. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm:

a) That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to departures if any;

b) That such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period;

c) That 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;

d) That the annual financial statements are prepared on a going concern basis;

e) That proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively;

f) That proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

23. Familiarization Program for Independent Directors

The Directors were introduced to all the Board members and the senior managementpersonnel as Chief Financial Officer Company Secretary and various Department headsindividually to know their roles in the organization and to understand the informationwhich they may seek from them while performing their duties as a Director.

24. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board Composition and StructureEffectiveness of Board Processes Information and Functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the Composition of Committees Effectiveness ofCommittee Meetings etc.

The Board in consultation with the Nomination and Remuneration Committee reviewed theperformance of the Individual Directors on the basis of the criteria such as thecontribution of the Individual Director to the Board and Committee Meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role. In a separate meeting of Independent Directors performance ofNon-independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of Executive Directors andNon-executive Directors. The same was discussed in the Board Meeting that followed theMeeting of the Independent Directors at which the performance of the Board itsCommittees and Individual Directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.

25. Related Party Disclosure

All the Related Party Transactions entered into during the Financial Year were onarms’ length basis and were in Ordinary Course of business. The Company has notentered into any transactions with Related Parties which could be considered material interms of Section 188 of the Companies Act 2013. Thus the disclosure of the related partytransactions as required under section 134(3)(h) of the Companies Act 2013 in Form AOC 2is not applicable.

26. Risk Management

The Company has formulated the Risk Management Policy which indicates Company’sstandards for risk taking while conducting business and to provide an easy-to-access guideany time you have a question. The Risk Management Committee will currently cover MarketRisk Credit Risk Process Risk and other risks as detailed in these documents. Each riskis covered within this Policy. This Policy will apply across all products throughout thefirm.

27. Corporate Governance

The Company is committed to the adoption of best Corporate Governance practices and themanagement is of the view that a good Corporate Governance policy is one which results inthe control of the Company in a regular manner which makes management transparentethical accountable and fair resulting in enhanced shareholders’ value. Themanagement is pleased to provide detailed disclosures of specific matters forming part ofguidelines for Corporate Governance. The said report forms part of this report.

28. Extracts of Annual Return

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 the extract of Annual Return in Form No. MGT 9 forms partof this report.

29. Disclosure Requirements

As per SEBI Listing Regulations Corporate Governance Report with Auditors’Certificate thereon and Management Discussion and Analysis are attached which forms partof this report.

30. Conservation of Energy Technology Absorption and Foreign Exchange Earning / Outgo

Information relating to Conservation of Energy Technology and Foreign Earning andOutgo as required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 forms part of this report.

31. Particular of Employees

The ratio of remuneration of each Director to the median employee’s remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this report.

The details as required under Section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 isnot applicable as there is no employee (except Managing Director CFO CEO and CS) in theCompany employed throughout the financial year with salary above Rs. 60 Lacs per annum oremployed in part of the financial year with average salary above Rs. 5 Lacs per month.

Further there is no employee employed throughout the financial year or part thereofwho was in receipt of remuneration of in aggregate is in excess of that drawn by theManaging Director or Whole-time Director or Manager and holds by himself or along withhis spouse and dependent children not less than two per cent (2%) of the Equity Shares ofthe Company.

33. Acknowledgements

The members of the Board of Directors wish to place on record their sincereappreciation for the devoted services rendered by all the employees and the continuedco-operation and confidence of shareholders. The Board expresses their sincere thanks tothe Bankers Government and Semi-Government Authorities Esteemed Customers SuppliersBusiness Associates and all other well wishers for their consistent contribution at alllevels to ensure that the Company continues to grow and excel.

For & By order of the Board
Gokul Agro Resources Ltd.
Kanubhai J. Thakkar Jayesh k. Thakkar
Date : August 12 2016 Managing Director Jt. Managing Director
Place : Ahmedabad DIN-00315616 DIN-03050068