To The members
Your Directors are pleased to present the 23rd Annual Report of the Company along withthe Audited Financial Statements for year ended 31st March 2016.
1. FINANCIAL RESULTS
The summarized standalone and consolidated results of your Company and its subsidiariesare given in the table below:-
(Amount in Lakhs)
|Sr.No. Particulars ||Standalone ||Consolidated |
| ||*31.03.2016 ||31.03.2015 ||31.03.2016 ||31.03.2015 |
|1 Revenue from operations ||164268.28 ||586948.17 ||340496.93 ||587403.59 |
|2 Other Income ||1134.27 ||5259.73 ||1964.54 ||5086.60 |
|3 Total Revenue ||165402.55 ||592207.90 ||342461.47 ||592490.19 |
|4 Profit before interest Depreciation ||3647.31 ||15597.13 ||7877.96 ||15276.38 |
|Exceptional items and Taxes (EBIDTA) || || || || |
|5 Interest and Financial Cost ||1331.16 ||10759.69 ||4187.10 ||10763.18 |
|6 Depreciation and Amortisation ||1462.26 ||3261.89 ||1988.86 ||3262.72 |
|7 Exceptional Items ||4.06 ||41.59 ||4.06 ||41.59 |
|8 Profit/(Loss) before Taxation (PBT) ||849.83 ||1533.96 ||1697.94 ||1208.89 |
|9 Provision of Taxation including Deferred Tax ||279.80 ||291.37 ||580.84 ||292.13 |
|liability/(Assets) || || || || |
|10 Profit/ (Loss) after Taxation (PAT) ||570.03 ||1242.59 ||1117.10 ||916.76 |
|11 Share of Loss from associate company ||0.00 ||0.00 ||(1.78) ||0.44 |
|12 Net Profit/(Loss) ||570.03 ||1242.59 ||1115.32 ||917.20 |
*Note: The figures of the current financial years are not comparable with correspondingfigure of the previous financial year due to the demerger / transfer event during the yearunder review.
In order to conserve the resources and to strengthen the financial position of thecompany and to meet long term fund requirement your Directors do not recommend a dividendfor the year under review.
During the year under review total revenue from operation was Rs.164268.28 lakhsagainst Rs. 586948.17 lakhs in the previous year operating profit (PBIDT) was Rs.3647.31lakhs against Rs. 15597.12 lakhs in the previous year and net profit was Rs. 570.03 lakhsagainst Rs.1242.59 lakhs in the previous year. Consolidated Basis During the year underreview total revenue from operation was Rs. 340496.93 lakh against Rs. 587403.59 lakhs inthe previous year operating profit (PBIDT) was Rs. 7877.97 lakhs against Rs. 15276.38lakhs in the previous year and net profit for the year was Rs. 1115.32 lakhs against Rs.917.20 lakhs in the previous year. The figures of the current financial years are notcomparable with corresponding figure of the previous financial year due to the demerger /transfer event during the year under review.
There has been no change in the nature of business of the Company during the financialyear under review.
4. COMPOSITE SCHEME OF ARRANGEMENT
In respect of the Composite Scheme of Arrangement in the nature of de-merger andtransfer of Gandhidham Undertakings (Gandhidham Undertaking and Gandhidham Wind-MillUndertaking) of the Company to Gokul Agro Resources Limited transfer of SidhpurUndertakings (Sidhpur Undertaking and Sidhpur Wind-Mill Undertaking) of the company toGokul Agri International Limited and Consequential restructure of the Share Capital theHonble High Court of Gujarat has passed an order on 12th June 2015 and thecertified copy of the same was received on 30th June 2015. The Company has filed the copyof the order with the Registrar of the Companies Ahmedabad on 1st July 2015 and thescheme became effective from that date.
Pursuant to the Scheme Gokul Agro Resources Ltd. (the resulting company) without anyfurther application or deed issued and allotted 131895000 equity shares of Rs. 2 each atpar to the Equity Share holder of the Company in the ratio of 1 (One) fully paid up equityshare of Rs. 2 each held in the company (demerged company) on the record date September19 2015.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OFTHE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting financial positionbetween end of the financial year and the date of the report.
6. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2016 was Rs. 2637.90 Lakhs. Therehas been no change in capital structure of the Company during the year under review.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
During the year Gokul Agro Resources Limited and Maurigo Pte Ltd (foreign company)have ceased as companys subsidiaries. Professional Commodity Services Pvt. Ltd. hasceased as companys direct subsidiary and became step down subsidiary company.Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial position of subsidiariesassociates and joint venture companies is attached as Annexure in Form AOC-1 preparedunder section 129(3) of the Companies Act 2013 to the consolidated Financial Statementsof the Company which forms part of this report.
The Company has kept the separate audited financial statements in respect of each ofsubsidiaries at the Registered Office of the Company and make them available upon therequest by any shareholder of Company. The said financial statements are also available onthe website of your Company at http://www.gokulgroup.com. The Policy fordetermining material subsidiaries as approved may be accessed on the Companyswebsite at the link: http://www.gokulgroup.com/Portals/0/Users/policy%20matereal%20subsidiary.pdf.
8. CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the applicable provisions of Companies Act 2013 including theAccounting Standard 21 on Consolidated Financial Statements this Annual Report alsoincludes Consolidated Financial Statements for the financial year 2015-16.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retire by Rotation:-
Mr. Bipinkumar Thakkar-Whole Time Director is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheDirectors recommend for his re-appointment.
The present terms of office of Mr. Balvantsinh Rajput as Managing Director is expiringon June 14 2016. As recommended by the Nomination and Remuneration Committee the Boardhas reappointed Mr. Balavantsinh Rajput as Managing Director (Key Managerial Personnel)with effect from June 14 2016 for a further period of 5 years subject to the approval ofthe shareholders. The Board seeks your approval for the re-appointment of Mr. BalavantsinhRajput as Managing Director in the ensuing Annual General Meeting. In terms of Section 203of Companies Act 2013 Mr. Praveen Khandelwal was appointed to hold the office of ChiefExecutive Officer of the Company w.e.f. 22.04.2016.
In terms of Section 203 of Companies Act 2013 Mr. Shaunak Mandalia was appointed tohold the office of Chief Financial Officer of the Company w.e.f. 22.04.2016.
In terms of Section 203 of Companies Act 2013 Mr. Vijay Kalyani has been appointed asCompany Secretary & Compliance Officer of the Company w.e.f. 01.06.2016.
Mr. Mahesh Agrawal Group CEO and CFO has resigned from his office from the close ofoffice hours on 31.03.2016. Mr. Kalpesh Desai Company Secretary&ComplianceOfficerofthe Company has resigned with effect from 31.05.2016.
The Independent Directors of your Companyhavegiventhecertificateof independence to yourCompany stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act 2013. The details of familiarization programme for IndependentDirectors conducted during the year have been provided under the Corporate GovernanceReport.
Evaluation of Board Performance
In compliance with the Companies Act 2013 and SEBI (LODR) Regulations 2015 theperformance evaluation of the Board and its Committees was carried out during the yearunder review. More details on the same are given in the Corporate Governance Report.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The said policy can be viewed at the Companys website at weblink http://www.gokulgroup.com/Portals/0/Users/POLICY%20FOR%20SELECTION%20AND%20APPOINTMENT%20OF%20DIRECTORS%20AND%20THEIR%20REMUNERATION.pdf.
10. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules and no complaint has been received onsexual harassment during the financial year 2015-16.
11. WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy for directors andemployees to report to the management instances of unethical behavior actual orsuspected fraud or violation of the Companys code of conduct or ethics policy. Thedetails of the said Policy is explained in the Corporate Governance Report and also postedon the website of the Company.
12. AUDIT COMMITTEE
The Audit Committee comprises Directors namely Mr. Piyushchandra Vyas (Chairman) Mr.Karansinhji Mahida Prof. (Dr). Dipooba Devada and Mr. Bipinkumar Thakkar. All therecommendations made by the Audit Committee were accepted by the Board. The details ofterm of reference of the Audit Committee member dates of meeting held and attendance ofthe Directors are given separately in the Corporate Governance Report.
13. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.
Further the Company identifiesrisks with its degree and control systems are institutedto ensure that the risks in business process are mitigated. The Board provides oversightand reviews the Risk Management Policy periodically. In the opinion of the Board there hasbeen no identification of elements of risk that may threaten the existence of the Company.
14. MEETINGS OF BOARD
The Board of Director met Seven times during the year 2015-16. The Details of the BoardMeetings and the attendance of the Directors are given in the Corporate Governance Report.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions Section 134(3) (c) of Companies Act 2013 theDirectors state that:-a) in the preparation of the Annual Accounts for the year endedMarch 31 2016 the applicable accounting standards have been followed and that there areno material departures; b) the directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2016 and the profit and loss of the Company for the year ended on that date; c) thedirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)the directors have prepared the annual accounts on a going concern basis; e) that properinternal financial controls were in place and that the financial control were adequate andwere operating effectively; and f) the directors had devised proper system to ensurecompliance with the provisions of all applicable laws and that such a systems are adequateand operating effectively.
The Companys Auditors M/s. M.R.Pandhi and Associates Chartered Accountants whoretire at the ensuing Annual General Meeting of the Company are eligible forreappointment. The Board of Directors of the Company on recommendation of Audit Committeehas considered the reappointment of M/s. M.R.Pandhi and Associates Chartered Accountantsfrom the conclusion of the ensuing Annual General Meeting till the conclusion of nextAnnual General Meeting. The Company has received the written consent from the auditor fortheir appointmentand certificateto the effect that the appointment if made shall bein accordance with the conditions prescribed under Rule 4 of the Companies (Audit andAuditors) Rules 2014 and they have also satisfied the criteria provided in section 141 ofCompanies Act 2013.
There are no qualifications reservations or adverse remarks made by Statutory Auditorsin their report for the Financial Year ended March 31 2016.
Details in respect of frauds reported by auditors under sub-section (12) of Section143 other than those which are reported to the central government:-
During the year under consideration there were no such instances.
M/s. Mohan B. Vaishnav Practicing Company Secretaries were appointed to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report is annexedherewith as ANNEXURE-I to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.
M/s. Ashish Bhavsar & Associates Cost Accountants (Firm Reg. No. 000387) werereappointed as Cost Auditors for the financial year 2015-16 to conduct cost audit of theaccounts maintained by the Company in respect of the products prescribed under theapplicable Cost Audit Rules.
The Cost Audit Report for the financial year 2015-16 in respect of the productsprescribed under relevant Cost Audit Rules shall be filed as per the requirements ofapplicable laws.
Further your Directors had on the recommendation of the Audit Committee re-appointedM/s. Ashish Bhavsar & Associates as Cost Auditors of the Company for the year 2016-17to conduct cost audit of the Company.
17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of Rs. 0.14 Lakhs to the Investor Education andProtection fund established by the Central Government during the financial year 2015-16in compliance with Section 205A(5) of the Companies Act 1956. The said amount representsunpaid application money of IPO for the financial year 2008-2009 which were lying with theCompany for a period of 7 years from their due dates of payment. Prior to transferring theaforesaid sum the Company has send reminders to the shareholders for submitting theirclaims for unpaid application money for the financial year 2008-2009.
18. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility Committee comprises of Mr. Balvantsinh Rajput as theChairman Mr. Piyushchandra Vyas and Prof.(Dr.) Dipooba Devada as the members.
During the year we focused on promoting education in and around Sidhpur Dist.PatanGujarat. The Report on CSR activities is given in ANNEXURE-II forming part of thisReport.
19. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015 a separate section onCorporate Governance along with reports on Management Discussion & Certificatefrom aCompanys Auditor regarding compliance of conditions of Corporate Analysis andGovernance are made part of this Report as ANNEXURE-III.
20. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isattached as ANNEXURE-IV which forms part of this report. Disclosures pertaining toremuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached as ANNEXURE-V which forms part of this report.
21. ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo are required to be given pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed heretomarked ANNEXURE-VI and forming part of this Report.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. During the year the company had not entered into any contract orarrangement or transactions with related parties which could be consideredmaterial (i.e. transactions exceeding ten percent of the annual consolidatedturnover as per the last audited financial statements entered into individually or takentogether with previous transactions during the financial year) according to the policy ofthe Company on materiality of Related Party Transactions. Accordingly there are notransactions that are required to be reported in form AOC-2.
However you may refer to Related Party transactions as per the Accounting Standardsin Note No.43 of the Standalone Financial Statements.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website at thelink:-http://www.gokulgroup.com/Portals/0/Users/related%20party%20policy%20 final.pdf
24. EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 as prescribed in FormNo. MGT-9 is given in ANNEXURE-VII.
25. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
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 underreview:-
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.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany commission from the Company and not disqualified from receiving any remuneration orcommission from any of subsidiaries of the Company.
5. No significant and material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Companys future operations.During the year under review the Company has received an order from the Honble HighCourt of Gujarat for the approval of Composite Scheme of Arrangement in the nature ofdemerger transfer.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Companys employees at all levels.
| ||For Gokul Refoils and Solvent Limited |
|Date : 25th May 2016 ||Balvantsinh Rajput |
|Place: Ahmedabad ||Chairman & Managing Director |
| ||(DIN:00315565) |