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Gokul Solutions Ltd.

BSE: 780012 Sector: Others
NSE: N.A. ISIN Code: INE909Q01010
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Gokul Solutions Ltd. (GOKULSOLUTIONS) - Director Report

Company director report

Your Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March2017.

BACKGROUND:

Gokul Solution Limited was established under the Companies Act 1956 on July 25 2008having its registered office in the state of West Bengal. Currently the registered officehas been shifted from 30 Bentick Street Kolkata-700001 to 6 Lyons Range FortuneChambers Mezzanine Floor Kolkata- 700001. The Company is prominently engaged in theembroidery & sale of clothes. The Company currently operates only in the State of WestBengal.

FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended 31st March2017 are as follows:

(In Rs.)
Particulars Current Year ended 31.03.2017 Previous Year Ended 31.03.2016
Profit/(Loss) Before Tax (351556.52) 1329925.14
Less: Provisions for Income Tax 137800.00 470459.00
Less: Provisions for Deferred Tax 741.90 49131.00
Profit/(Loss) after Tax (488614.62) 908597.47
Balance of Profit brought forward 1904773.20 1437447.47
Depreciation Adjustment pursuant to Schedule II of the Companies Act2013 - 441271.74
Balance Carried to Balance Sheet 1416158.58 1904773.20

PERFORMANCE:

During the financial year 2016-17 your Company achieved a turnover of Rs.59494859.93. Net Loss (Post tax) for the year 2016-17 stood at Rs. 488614.62. TheEarning per share (EPS) is Rs. (0.05).

DIVIDEND:

Your Directors feel that Company should re- invest the funds in the business and totarget growth in the existing business areas. In order to meet its growing fundrequirement and to conserve its resources for expansion the Directors have decided not torecommend the dividend for the current year.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2013-14 the Company was a Private limited Company. Subsequently ourCompany was converted into a Public limited Company under the Companies Act 1956 and thename of the Company was changed to "Gokul Solution Limited" pursuant to issue offresh Certificate of Incorporation consequent upon change of name on conversion to publiclimited Company dated August 12 2014.

DIRECTORS:

The Companies Act 2013 provides for appointment of independent directors. Sub-section(10) of Section 149 of the Companies Act 2013 provides that Independent Director shallhold office for a term of up to five consecutive years on the Board of a company and shallbe eligible for re-appointment on passing a special resolution by the shareholders of thecompany. Sub-section 11 states that no independent director shall be eligible for morethan two consecutive terms of up to five years each. Sub- section (13) states that theprovision in respect of retirement of directors by rotation as defined in sub- sections(6) and (7) of Section 152 of the Act shall not apply to such independent directors.Further appointment of existing Independent Directors as required by the Companies Act2013 also needs to be made as per Sections 149150 and 152 read with schedule IV theretoand rules made thereunder.

Accordingly Mr. Abhinandan Sharma(holding DIN - 03133763) Mrs. Rinku Sharma (holdingDIN – 06703545) existing Directors of the company are proposed to be appointed asIndependent Director of the Company not liable to retires by rotation for a term up to31st March2019.

Further Mr. Krishna Kumar Mishra (DIN: 05312830) has been appointed as AdditionalDirector of the Company with effect from 13th May 2016. He is holding officeas an Managing Director of the Company in accordance with Section 196 of the CompaniesAct 2013 and is entitled to hold office till 13th May 2021.

Further Mr. Prakash Singh (DIN: 07579040) has been appointed as Additional Director ofthe Company with effect from 13Th July 2016. He is holding office as WholeTime Director of the Company in accordance with Section 196 of the Companies Act 2013 andis entitled to hold office till 13th July 2021.

KMP CHANGES

During the year there was no change in the Key Managerial Personnel of the Company.

AUDITORS:

M/s N. Agarwala & Associates Chartered Accountant Statutory Auditor of theCompany retire at the conclusion of the ensuing Annual General Meeting of the Company.They have offered themselves for re-appointment as Statutory Auditors and have provided acertificate that their re-appointment if it is made will be in conformity with theprovisions of the Act and they are not disqualified for appointment. The Board ofDirectors and the Audit Committee recommend their appointment for the ensuing year.

The Notes on financial statement referred to in the Auditor's Report are selfexplanatory and do not call for any further comments. The Auditor's Report does notcontain qualification reservation or adverse remark.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause of Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March2017the applicable accounting standards read with requirements set out under Schedule III tothe Companies Act 2013 have been followed and there are no material departures from thesame;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities ;and

(iv) the Directors have prepared the annual accounts of the Company on a ‘goingconcern' basis.

(v) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the Listing Agreement entered into with the Bombay Stock ExchangeLimited Management Discussion and Analysis Report is presented in a separate section andforms an integral part of the Board's Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down inListing Agreement. A detailed report on the Corporate Governance in compliance withListing Agreement is presented as a part of the Annual Report. A Certificate from theAuditor on the compliance with Corporate Governance requirements by your Company isattached to the Report on Corporate Governance.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is not applicable to the Company. Thereforethe information related to those aspects is not given. Further there has been no foreignexchange earnings and outgo during the year under Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure-B andforms an integral part of the Report.

NUMBER OF BOARD MEETINGS

The total number of Board Meetings held during the year 2016-17 stands at 7.

CSR POLICY

The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.

LOANS GUARANTEES & INVESTMENTS

The Company has given loan to other party. The Company has made investment of its fundwith other parties.

INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial controls withrespect to the financial statements and commensurate with its size and nature of businesswhich helps in ensuring the orderly and efficient conduct of business. No reportablematerial weakness in operation was observed.

RISK MANAGEMENT POLICY

We Gokul Solutions Limited believe that an effective Risk Management policy is core tothe diversified operations especially protecting Stakeholder value improving governanceprocesses achieving strategic objectives and also for preparing to deal with adversesituations or unforeseen circumstances should they have occurred in time.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed S.A & Associates Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is Included in Annexure- A and forms anintegral part of this report.

HUMAN RESOURCES:

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under the provisions of Section 197(12) of the Actread with Rules 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.

During the year under review strong employer-employee relationship developed whichhelped the Company grow.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company's securities have now beenlisted on the ITP Platform of BSE Limited on December 9 2014 and the Company has paidlisting fee to the Exchange for the year 2014-15.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary associates or joint ventures of the Company at presenthence no consolidated financial statements have been prepared.

PUBLIC DEPOSITS

During the year under review the Company has not accepted or renewed any fixeddeposits from the public.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support extended by itsEmployees Bankers Customers and various Government Agencies. The Board also wishes tothank the shareholders for their unstinted support.

By order of the Board of Directors
For Gokul Solution Limited
Mr. Krishna Kumar Mishra Mr. Abhinandan Sharma
Date: 29.05.2017 (Director) (Director)
Place: Kolkata DIN: 05312830 DIN: 03133763