Gopal Iron & Steels Co.(Gujarat) Ltd.
|BSE: 531913||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE641H01018|
|BSE 13:17 | 11 Jan||Gopal Iron & Steels Co.(Gujarat) Ltd|
|NSE 05:30 | 01 Jan||Gopal Iron & Steels Co.(Gujarat) Ltd|
Gopal Iron & Steels Co.(Gujarat) Ltd. (GOPALIRONSTL) - Director Report
Company director report
GOPAL IRON & STEEL CO. (GUJARAT) LIMITED
Your Directors have pleasure in presenting their Twenty Second Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
1. PERFORMANCE OF THE COMPANY: (Standalone)
The Boards Report is to prepared based on the stand alone financial statements ofthe company.
(Rs. in lacs)
The companys approach to achieve growth has been slowed down due to lossesincurred on account of some unavoidable circumstances. Your company achieved the net salesof Rs. 573.18 lakhs which has been decreased by 30.66% as compared to last year. Despitethe difficult external environment the company will strive to improve its performance inlong term prospects based on actual pace of global economy and is hopeful to achievegrowth in upcoming years.
Due to loss making situation of the Company the directors did not recommend anyDividend for the Year under review.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Bhavesh Patel Director of the Company retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section 6 of Section 149 of the Companies Act 2013 and under Regulation 16 (b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
During the year Four Board Meetings and Four Audit Committee Meetings were convened andheld. The dates on which the said Board meetings were held:
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
The 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 statues.
The Board has constituted following Committees.
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders Relationship Committee
The details with respect to the compositions powers roles terms of reference etc. ofrelevant committees are given in detail in the Report on Corporate Governanceof the company which forms part of this Annual Report.
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2017 forms part of thisreport as "Annexure I".
7. STATUTORY AUDITORS & AUDIT REPORT:
M/s. Mehul Kanani & Co (Firm Registration No. 133039W) Chartered Accountantshave been appointed as statutory auditors of the company at the Annual General Meetingheld on September 30 2014 to hold office from the conclusion of 20th Annual GeneralMeeting (AGM) till the conclusion of the 25th Annual General Meeting of the Companysubject to ratification by the shareholders annually. Accordingly ratification ofappointment of Statutory Auditors is being sought from the members of the company at theensuing AGM. In this regard the Company has received a certificate from the auditors tothe effect that if their appointment is ratified it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
Auditors comments on your companys accounts for year ended March 31 2016 areself explanatory in nature and do not require any explanation as per provisions of Section134(3) (f) of the Companies Act 2013.
There following qualification reservation or adverse remark or disclaimer made byStatutory Auditor in its report:
1. The company is not regular in payment of Provident Fund amounting to Rs. 3398634/-.
2. No provision has been made for disputed tax demand made against company by GujaratCommercial Tax Department Central Excise Authorities.
The Board of directors of the Company undertakes to take the corrective steps withregard to above mentioned qualification in the current financial year 2017-18.
8. INTERNAL FINANCIAL CONTROLS:
Your company had laid down set of standards processes and structure which enables toimplement internal financial control across the organization and ensure that the same areadequate and operating effectively. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.
9. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 your company had appointed M/s. A.Shah & Associates Practicing Company Secretaries Ahmedabad as its SecretarialAuditors to conduct the Secretarial Audit of the company for FY 2016-17. The Report of theSecretarial Auditor for the FY 2016-17 is annexed to this report as "AnnexureII".
The Board of Directors of the Company has discussed the same at arms length andundertaken to take the corrective steps on Qualifications raised by Secretarial Auditor inSecretarial Audit Report.
10. 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 Securities and ExchangeBoard of India ("SEBI) under Regulation 17 18 19 20 21 22 23 24 25 2627 and clauses (b) to (i) of subregulation (2) of regulation 46 and para C D and E ofSchedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
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 after seeking inputs from the committee members on the basis ofthe criteria such as the composition of committees effectiveness of committee meetingsetc.
The Board and the Nomination and Remuneration Committee ("NRC) 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 of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
Your company has not accepted any fixed deposits from the public within the provisionsof Section 73 to 76 of the Companies Act 2013. However during the year 2016-17 thecompany has accepted unsecured loan from director and relatives which falls in theexempted category as per Section 73 of Companies Act 2013. Also the company has acceptedunsecured loan from promoter as a stipulation provided by bank at the time of borrowingfunds which is also exempt from the purview of Section 73 of Companies Act 2013. Hencethe disclosures required as per Rule
8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 read with Section 73 to 76 ofthe Companies Act 2013 are not applicable to your Company.
12. CORPORATE GOVERNANCE:
The Company believes that good Corporate Governance is a continuous process and it isour continuous endeavor to achieve good governance by way of a conscious andconscientious effort whereby ensuring the truth transparency accountability andresponsibility in all our dealings with all our stakeholders.
A separate section on Corporate Governance Standards followed by your Company asstipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Reporton Corporate Governance also contains certain disclosures required under Companies Act2013.
A Certificate from M/s. Mehul Kanani & Co Chartered Accountants conformingcompliance to the conditions of Corporate Governance as stipulated under Regulations 1718 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 is annexed to this Report.
13. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.gopaliron.in under investors/policydocuments/Whistle Blower Policy link.
14. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
(a) Conservation of energy:
(b) Technology absorption:
The efforts are being made for energy conservation to the new & Innovative means.The company always ready to keep itself updated with all latest technological innovationby way of constant communication and consulting expert. Efforts are being made to reducethe cost and to improve performance etc.
15. FOREIGN EXCHANGE EARNINGS / OUTGO:
As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year.
16. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of Nomination and Remuneration / CompensationCommittee framed a policy on directors appointment and remuneration of Directorsincluding criteria for determining qualification positive attributes independence ofdirectors and remuneration for Directors Key Managerial Personnel and other employees.The policy is annexed to this report as "Annexure III.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial year were inordinary course of the business of the company and were on arms length basis. Allsuch Related Party Transactions are placed before the Audit Committee for approval.
The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorsis has been uploaded on the website of the Company at www.gopaliron.inunder investors/policy documents/ Related Party Transaction Policy
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013is disclosed in Form No. AOC-2. "Annexure IV".
18. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3)(g) the Particulars of Loans Guarantees orInvestments under Section 186 is annexed hereto as "Annexure V" and forms partof this Report.
19. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median employeesremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as "Annexure VI".
B. The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not provided as no employees is paidremuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.2 crorePer Annum if employed for the whole year.
20. CORPORATE SOCIAL RESPONSIBILITY fCSR!
The company does not fall under the purview of the section 135 of the Companies Act2013 which requires formulating a Corporate Social Responsibility Committee and adoptingany activities as specified in Schedule VII.
21. HUMAN RESOURCES:
Your Company treats its human resources as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
22. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITION AND REDRESSAL)ACT. 2013:
1. Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace(Prevention Prohibition and Redressal) Act 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 every company having women employees engaged in thecompany during the financial year is required to set up an Internal Complaints Committeeto look into complaints relating to sexual harassment at work place received from anywomen employee.
There is one woman employee working in the Organization. The motive of the company isto provide the protection against the Sexual Harassment of woman employee at the workplace therefore the company has setup the Internal complaints committee and the saidcommittee has framed policy for prevention of sexual harassment at work place inaccordance with the section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. However during the year no complaints were receivedby the Internal Complaints committee for sexual harassment from any of the women employeesof the company.
23. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year underreview.
24. MANAGEMENT DISCUSSION AND ANALYSIS:
As per the corporate governance norms a separate section on Management Discussion andAnalysis outlining the business of the Company is set out in Annexure forming part of thisReport.
25. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Companys operation in future.
26. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER THE BALANCESHEET DATE:
No Event has occurred after the balance sheet date that representing the materialchanges and commitment that affecting the Financial position of the company.
27. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act 2013(Act) Directors confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st March 2017the applicable accounting standards read with requirement set out under Schedule III tothe Act have been followed and there are no material departures from the same;
(b) 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 March 31 2017 and of the profit ofthe company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively and
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review.