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Gorani Industries Ltd.

BSE: 531608 Sector: Consumer
NSE: N.A. ISIN Code: INE792J01015
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OPEN 11.18
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VOLUME 4
52-Week high 16.75
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P/E 13.31
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.18
Sell Qty 22.00
OPEN 11.18
CLOSE 10.65
VOLUME 4
52-Week high 16.75
52-Week low 8.45
P/E 13.31
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.18
Sell Qty 22.00

Gorani Industries Ltd. (GORANIINDS) - Director Report

Company director report

To

The Members

Gorani Industries Limited

Your Directors have great pleasure in presenting herewith the Twenty first AnnualReport of your Company together with the audited financial statement for the financialyear ended 31st March 2016.

1. FINANCIAL RESULTS: (Amount in Lacs)
Particulars 2015-16 2014-15
Total Revenue 580.81 622.37
Profit before Finance - 36.98 - 43.62
Cost Depreciation & Amortization Expense
Less:
Finance Costs 1.15 2.69
Depreciation &
Amortization expense 15.96 15.33
17.11 18.02
Net Profit/(Loss) before extra ordinary & exceptional items & tax - -
19.87 25.60
Tax Expense
Current Tax - -
- -
Deferred Tax - -
- -
Net Profit/ (Loss) after tax 19.87 25.60
Transfer to Reserve 0.00 0.00

The profit for the year is adjusted against the previous year’s losses. During theyear there was no change in the nature of business of the Company.

2. PERFORMANCE AND THE STATE OF COMPANY AFFAIRS:

During the financial year under review your Company has achieved a Gross Turnover ofRs. 580.81 Lakhs as against that of Rs. 622.37 Lakhs during the previous year decline of6.68%. The company has earned net profit of Rs.19.87 Lakhs during the financial yearagainst net profit of Rs. 25.60 Lakhs in the previous year.

The company is in the business of production and sales of kitchen and home appliancessince 1996. Its main products are LPG stoves induction cooker gas geyser etc. carryingthe brand name of Blowhot and Online. It does its business through a strong network ofdealer and distributors all over central south and north India. The legendary products ofthe Company like NUTAN reflect the sophistication of the products and the reliability aswell as exquisite look. The company is in the process of implementing strategies tocapitalize available opportunities. The long term growth of home appliances is securegiven India’s low ownership of appliances even in urban markets.

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

3. DIVIDEND:

Looking to the financial position of the company directors is not recommending anydividend for the year.

4. DIRECTORS AND KEY MANAGERIAL PERSONAL

Mr. Anil Gorani (Holding DIN: 00055540) is liable to retire by rotation and beingeligible offers himself for reappointment.

During the year appointment of Ms. Komal Motwani (Holding DIN-07302550) as anAdditional Director designated as Independent Woman Director and resignation of Ms. RashiJoshi (Holding DIN- 06920858) from the post of Independent Women Director took place w.e.f1st October 2015.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

During the year there was no re-appointment of Independent Directors took place in theCompany.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

The Nomination and Remuneration Policy are attached herewith as Annexure I.

The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link: http://www.goraniindustries.com/investors/

5. AUDITORS:

M/s. B.D. Sharda & Co. Chartered Accountants bearing Firm Registration No.00161C statutory auditor’s appointment ratified by the members of the company forthe financial year 2016-2017. They have furnished a written consent and certificateconfirming their eligibility pursuant to the provisions of section 141 of the CompaniesAct 2013 and rules made thereunder for the financial year 2016-2017.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

6. INTERNAL AUDITOR

M/s Navin Sapna & Co. Chartered Accountants (bearing firm registration no.010507C) have been appointed as internal auditor of the company for the financial year2016-17 in the Board Meeting held on 30th May 2016.

7. SECRETARIAL AUDITOR:

M/s. Manish Jain & Co. Practicing Company Secretaries has been appointed forissuance of Secretarial Audit Report for the financial year 2016-17 in the Board Meetingheld on 30th May 2016. The Secretarial Audit Report for the financial year ended March31 2016 is annexed herewith marked as Annexure II to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

8. 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 Act. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors 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 and the nomination and remuneration committee reviewedthe performance 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.

9. RELATED PARTY TRANSACTIONS

The Contracts or arrangements entered into by the company in accordance with provisionsof section 188 of the Companies Act 2013 during the year under review and were inOrdinary Course of Business and on arm length basis.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board may be accessed onCompany’s website at the link: http://www.goraniindustries.com/ investors/

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.

10. CORPORATE GOVERNANCE

*This Clause is not applicable to the Company.

Regulation 27 and Para C of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to the Company as Paid up equity sharecapital is not exceeding Rs.10 crore and Net worth not exceeding Rs.25 crore as on 31stMarch 2016.

11. MEETINGS

BOARD MEETING

During the year 2015-2016 7 (seven) Board Meetings were held on 14th May 2015 30thMay 2015 31st July 2015 1st October 2015 2nd November 2015 1st December 2015 and2nd February 2016.

Name of Director

No. of Board Meeting held

No. of Board Meeting attended

Attendance at last Annual General Meeting

Shri Sanjay Gorani 7 6 No
Shri Anil Gorani 7 7 Yes
Shri Nakul Gorani 7 2 Yes
Shri Shayam Sunder Jhawar 7 7 Yes
Shri Sandeep Kumar Jain 7 7 Yes
*Ms. Rashi Joshi 3 3 Yes
*Ms. Komal Motwani 4 4 N.A.

* Ms. Komal Motwani has been appointed as an Additional Director Designated asIndependent Women Director of the Company on 1st October 2015 and Ms. Rashi Joshi hasresigned from the post of Independent Women Director w.e.f. 1st October 2015.

AUDIT COMMITTEE MEETING

During the financial year 2015-2016 4 (Four) Audit Committee Meetings were held on29th May 2015 30th July 2015 31st October 2015 and 1st February 2016.

Name of Director No. of committee Meetings held No. of committee Meetings attended
Shri Shayam Sunder Jhawar 4 4
* Ms. Rashi Joshi 2 2
Shri Sandeep Kumar Jain 4 4
*Ms. Komal Motwani 2 2

* Ms. Komal Motwani has been appointed as an Additional Director Designated asIndependent Women Director of the Company on 1st October 2015 and Ms. Rashi Joshi hasresigned from the post of Independent Women Director w.e.f. 1st October 2015.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2015-2016 meeting of the Nomination and RemunerationCommittee was held on 8th July 2015 1st October 2015 30th November 2015 and 30thMarch 2016 which is attended by all the members of the committee. During the year Rs.9000.00 was paid as sitting fee to Directors.

Name of Director No. of committee Meetings held No. of committee Meetings attended
Shri Shayam Sunder Jhawar 4 4
Shri Sandeep Kumar Jain 4 4
*Ms. Rashi Joshi 1 1
*Ms. Komal Motwani 3 3

* Ms. Komal Motwani has been appointed as an Additional Director Designated asIndependent Women Director of the Company on 1st October 2015 and Ms. Rashi Joshi hasresigned from the post of Independent Women Director w.e.f. 1st October 2015.

STAKEHOLDER RELATIONSHIP COMMITTEE

During the financial year 2015-2016 4 (Four) Stakeholder Relationship CommitteeMeetings were held on 28th April 2015 28th July 2015 17th October 2015 and 12thJanuary 2016.

Name of Director No. of committee Meetings held No. of committee Meetings attended
Shri Sandeep Kumar Jain 4 4
Shri Shayam Sunder Jhawar 4 4
*Ms Rashi Joshi 2 2
*Ms Komal Motwani 2 2

* Ms. Komal Motwani has been appointed as an Additional Director Designated asIndependent Women Director of the Company on 1st October 2015 and Ms. Rashi Joshi hasresigned from the post of Independent Women Director w.e.f. 1st October 2015.

12. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year no company have become or ceased to be its subsidiaries joint venturesor associate companies.

13. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 for the Financial Year 2015-16 has beenannexed with this report as Annexure IV.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY:

The information relating to conservation of Energy Technology absorption and ForeignExchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with the with Rule 8 of The Companies (Accounts) Rules 2014 is given in Annexure Vforming part of this report.

15. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of Directors/ KMP of the Company arefurnished in Annexure VI:

No employees in the Company have been paid remuneration in excess of the limitsprescribed under section 197 of The Companies Act 2013 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

16. DISCLOSURES:

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Shri Sandeep Kumar Jain(Chairman) Shri Shayam Sunder Jhawar and Ms. Komal Motwani as other members. All therecommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement to deal with instance of fraud and mismanagement if any.Protected disclosures can be made by a whistle blower either personally or over telephoneto the Chairman of the Audit Committee which should be followed by a writtencommunication. The Policy on vigil mechanism and whistle blower policy may be accessed onthe Company’s website at the link http://www.goraniindustries.com/investors/.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

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 have prepared the annual accounts on a ‘going concern’basis;

e) the Directors have 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 have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

18. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming partof the Annual Report.

19. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The company has framed the Risk Management Policy which highlights the Company’spractices and risk management framework for the identification and management ofuncertainty The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management andoversight of material risks and internal control. The Risk Management Framework isdesigned to address risks that have been identified to have a material impact on theCompany’s business and to ensure that the Board regularly reviews the risk managementand oversight policies.

20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate system of management-supervised internal control which isaimed at achieving efficiency in operations optimum utilization of resources effectivemonitoring and compliance with all applicable laws. These ensure that all corporatepolicies are strictly adhered to an absolute transparency is followed in accounting andall its business dealings.

The Company’s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. The company ensures adherence toall internal control policies and procedures. A qualified and independent audit committeeof the Board comprising the independent directors reviews the adequacy of internalcontrol.

The report on Internal Financial Control has also been annexed with the financialstatements of the Company as provided by the Statutory Auditor of the Company.

21. Equity shares in the suspense account:

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBIListing Regulations the Company reports the following details in respect of equity shareslying in the suspense account which were issued in dematerialized form pursuant to thepublic issue of the Company:

Particulars Number of shareholders Number of equity shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1 2015 NIL NIL
Shareholders who approached the Company for transfer of shares from suspense account during the year NIL NIL
Shareholders to whom shares were transferred from the suspense account during the year NIL NIL
Shareholders of CMC Limited to whom shares were allotted pursuant to the scheme of amalgamation NIL NIL
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31 2016 NIL NIL

22. GENERAL

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 under review:

1. Details of particulars of loans guarantees or investments under section 186.

2. Details relating to deposits covered under Chapter V of the Act.

3. Details about the policy developed and implanted by the company on corporate socialresponsibility initiatives.

4. Issue of equity shares with differential rights as to dividend voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company underany Employee Stock Option scheme.

6. Neither the Managing Director nor the Whole-time Directors of the Company receiveany commission.

7. Separate Section containing a Report on performance and Financial Position of eachof Subsidiaries Associated & Joint Ventures included in the Consolidated FinancialStatement of the Company.

8. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being receivedfrom the Banks Share Transfer Agent Stock Exchanges and Share Holders customers staffand workers of the company and thank them for their continued support.

By Order of the Board
Anil Gorani
(Holding DIN 00055540)
Chairman
Place: Indore
Date: August 1 2016
Regd. Office :
Plot No. 32-33 Sector F
Sanwer Road Industrial Area
Indore-452015 (M.P.)

ANNEXURE I

NOMINATION AND REMUNERATION POLICY

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The KeyObjectives of the Committee would be: i. To guide the Board in relation to appointment andremoval of Directors Key Managerial Personnel and Senior Management. ii. To evaluate theperformance of the members of the Board and provide necessary report to the Board forfurther evaluation of the Board. iii. To recommend to the Board on Remuneration payable tothe Directors Key Managerial Personnel and Senior Management. iv. To provide to KeyManagerial Personnel and Senior Management reward linked directly to their effortperformance dedication and achievement relating to the Company’s operations. v. Toretain motivate and promote talent and to ensure long term sustainability of talentedmanagerial persons and create competitive advantage. vi. To develop a succession plan forthe Board and to regularly review the plan;

2. DEFINATIONS

i. Act means the Companies Act 2013 and Rules framed thereunder as amendedfrom time to time.

ii. Board means Board of Directors of the Company.

iii. Directors mean Directors of the Company.

iv. Key Managerial Personnel as per the Act.

v. Senior Management means Senior Management means personnel of the company whoare members of its core management team excluding the Board of Directors includingFunctional Heads.

3. ROLE OF COMMITTEE i. Matters to be dealt with perused and recommended to the Boardby the Nomination and Remuneration Committee

The Committee shall:

Formulate the criteria for determining qualifications positive attributes andindependence of a director.

Identify persons who are qualified to become Director and persons who may be appointedin Key Managerial and Senior Management positions in accordance with the criteria laiddown in this policy.

Recommend to the Board appointment and removal of Director KMP and Senior ManagementPersonnel.

ii. Policy for appointment and removal of Director KMP and Senior Management

1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

2. Term / Tenure

a) Managing Director/Whole-time Director : The Company shall appoint or re-appoint anyperson as its Executive Chairman Managing Director or Executive Director for a term notexceeding five years at a time. No reappointment shall be made earlier than one yearbefore the expiry of term.

b) Independent Director :

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on October1 2014 or such other date as may be determined by the Committee as per regulatoryrequirement; he/ she shall be eligible for appointment for one more term of 5 years only.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

3. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

4. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

5. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

iii. Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement Personnel

1. General :

a) The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.

b) The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions as per the provisions of the Act.

Increments to the existing remuneration/ compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin the case of Whole-time Director.

2. Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel :

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites includingemployer’s contribution to P.F pension scheme medical expenses club fees etc.shall be decided and approved by the Board/ the Person authorized by the Board on therecommendation of the Committee and approved by the shareholders and Central Governmentwherever required.

b) Minimum Remuneration :

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Act and if it is not able to comply with such provisionswith the previous approval of the Central Government.

c) Provisions for excess remuneration: If any Whole-time Director draws orreceives directly or indirectly by way of remuneration any such sums in excess of thelimits prescribed under the Act or without the prior sanction of the Central Governmentwhere required he / she shall refund such sums to the Company and until such sum isrefunded hold it in trust for the Company. The Company shall not waive recovery of suchsum refundable to it unless permitted by the Central Government.

3. Remuneration to Non- Executive / Independent Director :

a) Remuneration / Commission :

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Act.

b) Sitting Fees :

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rs. One Lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

4. COMMITTEE MEMBERS’ INTERESTS

A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

The Committee may invite such executives as it considers appropriate to be present atthe meetings of the Committee.

5. VOTING

Matters arising for determination at Committee meetings shall be decided by a majorityof votes of Members present and voting and any such decision shall for all purposes bedeemed a decision of the Committee.

In the case of equality of votes the Chairman of the meeting will have a casting vote.

6. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

Ensuring that there is an appropriate induction in place for new Directors and membersof Senior Management and reviewing its effectiveness;

Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act;

Identifying and recommending Directors who are to be put forward for retirement byrotation.

Determining the appropriate size diversity and composition of the Board; Setting aformal and transparent procedure for selecting new Directors for appointment to the Board;

Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

Evaluating the performance of the Board members and Senior Management in the context ofthe Company’s performance from business and compliance perspective;

Making recommendations to the Board concerning any matters relating to the continuationin office of any Director at any time including the suspension or termination of serviceof an Executive Director as an employee of the Company subject to the provision of the lawand their service contract.

Delegating any of its powers to one or more of its members of the Committee;

Recommend any necessary changes to the Board; and

Considering any other matters as may be requested by the Board.

7. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include: to considerand determine the Remuneration Policy based on the performance and also bearing in mindthat the remuneration is reasonable and sufficient to attract retain and motivate membersof the Board and such other factors as the Committee shall deem appropriate all elementsof the remuneration of the members of the Board. to approve the remuneration of the SeniorManagement including key managerial personnel of the Company maintaining a balance betweenfixed and incentive pay reflecting short and long term performance objectives appropriateto the working of the Company. to delegate any of its powers to one or more of its membersof the Committee. to consider any other matters as may be requested by the Board.

ANNEXURE II

Form MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED on 31st March 2016 [Pursuant to section 204(1) of theCompanies Act 2013 and rule No. 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014]

To

The Members

Gorani Industries Limited

32-33 Sector-F Sanwer Road Indore M.P. - 452015

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Gorani Industries Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Company Gorani Industries Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company Gorani Industries Limited for the financial year endedon 31st March 2016 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii. The Depositories Act 1996 and the Regulations and

Bye-laws framed thereunder; iv. The following Regulations and Guidelines prescribedunder the Securities and Exchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; Ihave also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that having regard to the adequate systems and processes are in placeto monitor and ensure compliance with general laws like labour laws environment laws onexamination of the relevant documents and records in pursuance thereof on test checkbasis the company has complied with the following general laws applicable to the Company:i. Labour Laws

• Payment of Bonus Act 1965

• Payment of Gratuity Act 1972

• Minimum Wages Act 1948

• Factories Act 1948

• Payment of Wages Act 1936 and other applicable labour laws

• Environmental Laws

• Environment Protection Act 1986 and other environmental laws

I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda weresent at least seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Regarding financial direct/indirect taxation Statutory Audit matter which have beendealt by other professionals hence these matters are not in the scope of our audit and nocomments have been made on these matters.

I further report that during the audit period there were no instances of:

i. Public / Rights / Preferential issue of shares / debentures / sweat equity.

ii. Redemption / buy-back of securities.

iii. Merger / amalgamation / reconstruction etc.

iv. Foreign technical collaborations FDI etc.

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008.

Place: Indore Sd/-
Date: 01/08/2016 CS Manish Jain
For Manish Jain & Co.
Company Secretaries
FCS No.4651
C P No.:3049

To

The Members

Gorani Industries Limited

32-33 Sector-F

Sanwer Road Indore

M.P. - 452015

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.

Place: Indore Sd/-
Date: 01/08/2016 CS Manish Jain
For Manish Jain & Co.
Company Secretaries
FCS No.4651
C P No.:3049

ANNEXURE III

Form No. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014]

1. Details of contracts or arrangements or transactions not at arm’s length basis

a) Name(s) of the related party and nature of relationship: NIL

b) Nature of contracts/arrangements/transactions :NIL

c) Duration of contracts/arrangements/transactions: NIL

d) Salient terms of the contracts or arrangements or transactions including the valueif any: NIL

e) Justification for entering into contracts or arrangements or transactions: NIL

f) Date(s) of approval by the board :NIL

g) Amount paid as advances if any: NIL

h) Date on which the special resolution was passed in general meeting as required underfirst proviso to section 188:NIL

2. Details of material contracts or arrangements or transactions at arm’s lengthbasis

Name(s) of the related party and nature of relationship Nil
Nature of contracts / arrangements / transactions Nil
Duration of contracts / arrangements/ transactions Nil
Salient terms of the contracts or arrangements or transactions including the value if any Nil
Date(s) of approval by the board Nil
Amount paid as advances if any Nil

ANNEXURE V

Information on Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required to be disclosed under section 134 of the Companies Act 2013 read withrules the Companies (Accounts) Rules 2014 are provided hereunder:

1. CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy:

Our focus on the impact of our operations on climate change leads to our energyconservation strategy where we can best evaluate our performance through measurement ofemission to the atmosphere.

a. Additional power capacitors and power factor control equipments are installed tolimit down demand.

b. Changeover switch system has been employed to avoid electricity wastage.

Additional investments and proposal if any being implemented for reduction ofconsumption of energy:

Due to effective steps already taken to conserve energy there is no immediate scope.

Impact of above measures:

Efficient utilization of power and consumption of electricity per unit of productionhas decreased.

Total energy consumption and energy consumption per unit of production as per Form A ofthe Annexure in respect of Industries specified in the schedule thereto.

Particulars Unit 2015-16 2014-15
a. Electricity
Purchased unit KWH 340640 332166
Total amount Rs. 2963460.00 2835152.00
Rate per unit Rs./KWH 8.70 8.54
b. Own generation
Units KWH 2980 1760
Units/ Ltr. of Diesel KWH 2.02 1.50
Cost per Unit Rs./KWH 26.23 40.19
Electricity consumed KWH 0.99 0.99

(ii) Steps taken by the company for utilising alternate sources of energy;

As there has been satisfactory power supply from the Electricity Board there appearsno scenario for such situation.

(iii) Capital investment on energy conservation equipments;

Due to adequate arrangement existing there is no further requirement of suchinvestment considering the estimated production in near future.

2. TECHNOLOGY ABSORPTION REASERCH & DEVELOPMENT (R&D) (i) Efforts madetowards technology absorption

Company is manufacturing ISI-Certified Gas Geysers which have thermal efficiency of 82%plus thereby reducing the carbon footprint compared to electric geyser by 40% resultinginto environmental energy conservation and emission of carbon-di-oxide andcarbon-mom-oxide like harmful gases.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution.

The team of Whole time director as supported by Managing Director have a vastexperience of 30 years in the field of Kitchen wears has helped practically to understandthe requirement of modified improvised and more beautified user friendly product forwhich main customers are ladies housewives students. The continuous leaning anddevelopment process in last 10 years has helped to become safer easy to handle products.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof

No technology as such is imported. The practical experience gained in travelling to andfro China by the directors while their frequent trips to the country for understanding theneeds of the customers has resulted into improvised technical durability of the product.

(iv) Expenditure on R&D:

So far as the current products namely LPG Stoves Kitchen Chimney & Gas Geysers areconcerned the minor technology specifications and beautifying modification have beenobtained through the continuous manufacturing experience during last 10 years under thecontrol of technical team headed by whole time technical director of the company. Theultimate object has been to make the above products more user (housewives) friendly fromsafety and handling point of view. Therefore relevant expenses have been absorbed by theyearly Income & Expenditure accounts.

3. FOREING EXCHANGE EARNINGS AND OUTGO:

Particulars 2015-16 2014-15
a. Earnings
FOB value of exports Nil Nil
Freight Charges
b. Outgo
Import Expenses 12597597 20937958

 

By Order of the Board
Anil Gorani
Place: Indore (Holding DIN 00055540)
Date: 1st August 2016 Chairman cum Whole Time Director
Regd. Office:
Plot No. 32-33 Sector F
Sanwer Road Industrial Area
Indore-452015 (M.P.)

ANNEXURE VI

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

1) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Name of Director Designation Remuneration for F.Y. 2015-16 (Amount in Rs.) Remuneration for F.Y. 2014-15 (Amount in Rs.) Increase in remuneration from previous year Ratio
Sanjay Gorani Managing Director 850000.00 600000.00 250000.00 9:1
Anil Gorani Whole Time Director 600000.00 600000.00 0.00 9:1
Arpita Jain Company Secretary 128000.00 (8 Months) 80000.00 (8 Months) 0.00 -
Shivangi Gupta Company Secretary 64000.00 (4 Months) 0.00 -
Chandrasekhar Sharma CFO 132000.00 132000.00 0.00 -

2) The median remuneration of employees of the Company during the financial year wasRs. 7156/-.

3) In the financial year there was no increase of in the median remuneration ofemployees;

4) There were 120 permanent employees on the rolls of Company as on March 31 2016;

5) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2015-16: No such increase hence noexplanation required.

6) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theHuman Resources Nomination and Remuneration Committee as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees: No such components availed by theDirectors .

7) It is hereby affirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.

8) Details of top ten employees of the Company:

Sr. No. Name of the Employee Designation of the Employee Remun- eration Received (Rs.) Nature of employ- ment whether contra- ctual or otherwise

Qualifi- cations and experience of the employee

Date of commen- cement of emplo- yment

The age of such employee

The last employ- ment held by such employee before joining the Company

The per- centage of equity shares held by the empl- oyee in the Company within the meaning of clause (iii) of sub-rule (2) above and

Whether any such employee is a relative of any director or manager of the Company and if so name of such director or manager

1. Chandrashekhar Sharma C.F.O. 132000.00 Contractual M. Com 1-Aug-99 55 yrs Jayant Vitamins Ltd Nil NA
2. Arpita Jain (8 months) CS and Compliance Officer 128000.00 Contractual CS 31-Jul-2014 30 yrs - Nil NA
Shivangi Gupta (4 months) CS and Compliance Officer 64000.00 Contractual CS 1-Dec-15 22 yrs - Nil NA
3. Vinod Sharma Production Incharge 117000.00 Contractual Bsc 15-Sep-00 53 yrs Nevo Control Nil NA
4. Antony P. J Tool Room Incharge 117000.00 Contractual Diploma in Mechanical Engineering 13-Jul-05 56 yrs Super Steel Mfg Co Nil NA
5. Premnarayan Nagar Paint Section Incharge 117000.00 Contractual B.Com 11-Oct-09 48 yrs Super Steel Mfg Co Nil NA
6. Neelkanth Badve Labour Officer 132000.00 Contractual M. Com 24 yr experience 2-Sep-96 51 yrs None Nil NA
7. Mohammed Ahmed Khan Dispatch Incharge 117000.00 Contractual M. Com LLB 2-Sep-96 58 yrs Madala Steel Nil NA
8. D. Sushila Rao Back Office Assistant 120000.00 Contractual B.Com 2-Sep-96 43 yrs None Nil NA
9. Subodh Laad Purchase Manager 117000.00 Contractual M. Com 2-Sep-97 48 yrs None Nil NA
10. Shailendra Yadav Store Keeper 117000.00 Contractual B. Com 16-Jul-97 41 yrs None Nil NA