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 2016.
1. PERFORMANCE OF THE COMPANY: (Standalone)
The Boards Report is to prepared based on the stand alone financial statements ofthe company.
(Rs. in lacs)
|Particulars ||2015-2016 ||2014-15 |
|Sales ||826.70 ||1481.21 |
|Other income ||10.54 ||6.36 |
|Depreciation ||144.35 ||122.72 |
|Other expenses ||176.06 ||265.04 |
|Profit/ Loss before Tax ||-393.62 ||-238.65 |
|Profit/Loss after Tax ||-382.19 ||-249.71 |
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. 826.70 lakhs which has been decreased by 44.19% since last year. Despite thedifficult external environment the company will strive to improve its performance in longterm prospects based on actual pace of global economy and is hopeful to achieve growth inupcoming years.
With a view to enlarge the business operations of the Company the directors did notrecommend any Dividend for the Year under review.
3. LISTING AGREEMENT:
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from September 2 2015. The Company entered into ListingAgreement with BSE Limited during January 2016.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
MS. JAINAL PATEL Director of the Company retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer themselves 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) of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015.
During the year Four Board Meetings and Five Audit Committee Meetings were convened andheld. The dates on which the said Board meetings were held:
May 30 2015 August 14 2015 November 09 2015 & February 04 2016.
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.
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.
7. EXTRACTS OF ANNUAL RETURN:
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 2016 forms part of thisreport as "Annexure I".
8. STATUTORY AUDITORS & AUDIT REPORT:
M/s Mehul Kanani & Co (Firm Registration No. 133039W) Chartered Accountants havebeen appointed as statutory auditors of the company at the Annual General Meeting held onSeptember 30 2014 to hold office from the conclusion of 20th Annual GeneralMeeting (AGM) till the conclusion of the 25th Annual General Meeting of theCompany subject to ratification by the shareholders annually. Accordingly ratificationof appointment of Statutory Auditors is being sought from the members of the company atthe ensuing AGM. In this regard the Company has received a certificate from the auditorsto the 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 yourcompanys accounts for year ended March 31 2016 are self explanatory in nature anddo not require any explanation as per provisions of Section 134(3)(f) of the CompaniesAct 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. 2727526.
2. No provision has been made for disputed tax demand made against company by GujaratCommercial Tax Department Central Excise Authorities.
9. 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.
10. 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 2015-16. The Report of theSecretarial Auditor for the FY 2015-16 is annexed to this report as "AnnexureII".
Secretarial Auditors have qualified their report to the Members of the Company & inthis connection; the Board of Directors of the Company has discussed the same atarms length and agreed to take the corrective steps on following Qualifications incurrent financial year:
1. The Company is yet to comply with Regulation 33 (d) of The Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulation 2015 and Clause41 (1) (h) of erstwhile Listing Agreement regarding submission of quarterly/yearly basisfinancial results by auditor who holds valid peer review certificate issued by Instituteof Chartered Accountants in India.
2. The Company is not in compliance with Pursuant to Section 203 (1) (ii) forappointment of Company Secretary as Key Managerial Personnel for the financial year2015-16 and as per Regulation 6 (2) of The Securities and Exchange Board of India (ListingObligation and Disclosure Requirement) Regulation 2015 and Clause 47(a) of erstwhileListing Agreement for appointment of Company Secretary as compliance officer for thefinancial year 2015-16.
3. Company is yet to comply with the section 138 of the Companies Act 2013 i.e.Internal Auditor needs to be appointed to conduct the internal audit of the functions andactivities of the company.
4. The Company is yet to comply with Regulation 31 (2) of The Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulation 2015 formaintaining hundred percent of shareholding of promoter(s) and promoter group indematerialized form.
5. The company has partially complied with clause 41(III) of erstwhile ListingAgreement i.e. no compliance of the said clause done for the quarter ended June 2015 andSeptember 2015.
6. Company has not made contribution of provident fund to Employees Provident FundOrganization during the year 2015-16.
7. The Company has not complied with provisions of payment of Wages Act 1936 withregards to payment of wages during the year 2015-16.
8. The Company isyet to comply with the provisions of Payment of Bonus Act 1965.
9. The Company has partially complied with Payment of Gratuity Act 1972.
10. With regards to compliance with provisions of Income tax Act and other statutoryAct as applicable to the company the auditor notes are self explanatory.
11. The Company has not complied with Section 136 and Section 101 of the Companies ActRegulation 36 of The Securities and Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulation 2015 and Clause 32 of erstwhile Listing Agreementregarding sending the annual report of 2015-16 to every member of the company.
Secretarial Auditor report (MR-3) is self explanatory and therefore do not call for anyfurther comments.
11. 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 sub-regulation (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.
12. FIXED DEPOSITS:
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 2015-16 thecompany has accepted unsecured loan from director and inter corporate loan from M/sHarigopal Steel and Metal Pvt. Ltd which falls in the exempted category as per Section 73of Companies Act 2013. Also the company has accepted unsecured loan from promoter as astipulation provided by bank at the time of borrowing funds which is also exempt from thepurview of Section 73 of Companies Act 2013. Hence the disclosures required as per Rule8(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.
13. 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
17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2)regulation 46 and para C D and E of Schedule V of SEBI (Listing Obligation ar DisclosureRequirement) Regulation 2015 is annexed to this Report.
14. 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/policy documents/Whistle Blower Policy link.
15. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
(a) Conservation of energy:
|(i) the steps taken or impact on conservation of energy ||N.A |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||N.A |
|(iii) the capital investment on energy conservation equipment's ||N.A |
(b) Technology absorption:
|(i) the efforts made towards technology absorption ||N.A |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||N.A |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||N.A |
|(a) the details of technology imported ||N.A |
|(b) the year of import; ||N.A |
|(c) whether the technology been fully absorbed ||N.A |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||N.A |
|(iv) the expenditure incurred on Research and Development ||N.A |
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.
16. 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.
17. 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".
18. 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. Therewere no materially significant related party transactions entered by the Company withPromoters Directors Key Managerial Personnel or other persons which may have a potentialconflict with the interest of the company.
All such 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.in underinvestors/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".
19. 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.
20. 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. 5 Lac Per month if employed for part of the year and Rs. 60 Lacs PerAnnum if employed for the whole year.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
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. However as per Section 135 the disclosure ofReport on CSR activity is annexed as Annexure VII
22. 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.
23. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. 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 is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
24. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year underreview.
25. 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.
26. 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.
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 31stMarch 2016 the applicable accounting standards read with requirement set out underSchedule III to the Act have been followed and there are no material departures from thesame;
(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 2016 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.
Your Directors would like to express a profound sense of appreciation for thecommitment shown by the employees in supporting the Company in its continued robustperformance on all fronts.
|PLACE: AHMEDABAD ||BY ORDER OF THE BOARD OF DIRECTORS |
|DATE: 11/08/2016 ||FOR GOPAL IRON & STEEL CO. (GUJARAT) LTD |
| ||MR. BHAVESHBHAI PATEL |
| ||MANAGING DIRECTOR |
| ||(DIN:00287559) |