Gujarat Investa Ltd.
|BSE: 531341||Sector: Financials|
|NSE: N.A.||ISIN Code: INE373D01017|
|BSE LIVE 13:15 | 30 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531341||Sector: Financials|
|NSE: N.A.||ISIN Code: INE373D01017|
|BSE LIVE 13:15 | 30 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors are pleased to present the 23rd Annual Report together withthe Audited Financial Statements for the year ended March 31 2015.
Financial Results :
(Rupees in Lacs)
PRESENT OPERATIONS & FUTURE PROSPECTS :
During the year under review the revenue from operations of company was Rs. 1132.83Lacs compared to the previous years of Rs. 680.23 Lacs. The Company has made profit of Rs.1.74 Lacs as compared to Profit of Rs. 5.56 Lacs in previous year.
Your Directors are hopeful to exploit the present resources in efficient manner andachieve better results in the future.
Duringtheyearunderthereviewthetotalincomeincreasedby 66.53 0/?incomparisontothepreviousyear.
The Company has transferred 20% of Current Year Profit amounting to Rs. 0.29 Lacs toSpecial Reserve pursuant to section 45-IC of Reserve Bank of India Act 1934.
In view of inadequate profits during the year your Directors do not recommend dividendon equity shares for the financial year ending on 31st March 2015.
DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED :
i. Retirement by Rotation :
Pursuant to the provisions of Section 152(6) of the Companies Act 2013 Mr.Purushottam R. Agarwal retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Directors recommended hisre-appointment.
ii. Cessation :
There was no cessation of director during the year.
iii. Appointment of Additional / Independent Women Director :
Mr. Sumant Laxminarayan Periwal (DIN:02561862) who was appointed as an additionaldirector holds the office till the conclusion of the ensuing Annual General Meeting. Thenecessary resolution proposing his appointment as an Independent Director has beenproposed in the notice convening the said Annual General Meeting.
Smt. Somna Purshottam Agarwal (DIN:01670948) who was appointed as an additionaldirector holds the office till the conclusion of the ensuing Annual General Meeting. Theboard recommends her appointment as Director of the Company.
iv. Appointment of CEO & CFO :
During the Year under review in compliance with the provisions of Sections 197 and 203and all other applicable provisions if any of the Companies Act 2013 Smt. Somna P.Agarwal was appointed as Chief Executive OITicer and Mr. Shrikant Y. Solanki as ChiefFinance Officer w.e.f. 6th February 2015.
v. Key Managerial Personnel :
The following persons were designated as Key Managerial Personnel :
1. Mr. Shrikant Y. Solanki Chief Financial Officer
2. Smt. Somna P. Agarwal Chief Executive Officer
DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES :
Your Company has two associate Companies i.e. Global Aman Infratech Private Limited andAnunay Fab Limited.
The Companys results are prepared on Standalone basis. However the details interms of the provisions contained in Section 129 (3) of the Companies Act 2013 Read withrule 5 of the Companies (Accounts) Rules 2014 a report on the performance and thefinancial of each of the subsidiaries is provided as Annexure A i.e. AOC-I tothis Report.
The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany's operation in future.
INTERNAL FINANCIAL CONTROLS :
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Companys policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Rule 8 (3) of Companies (Accounts) Rules 2014 the Board of Directorshereby declares that there are no particulars to report for the Conservation of Energy& Technology Absorption. There is no foreign exchange earnings and outgo during theyear under the review.
There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5? OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
There was no employee drawing remuneration requiring disclosure under section 197(12)and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Required details are annexed to this Report as Annexure B
AUDIT COMMITTEE :
The Audit Committee of the Board of Directors of the Company consisted of threeDirectors viz. Mr. Anandkumar P. Agarwal Mr. Sumant Laxminarayan Periwal and Smt. SomnaP. Agarwal. Majority members of the Audit Committee are Independent and non-executiveDirectors. Mr. Anandkumar P. Agarwal is the Chairman of the Audit Committee.
During the Year under review total four Meetings of the Board of Directors of theCompany were held.
The Composition and the Terms of Reference of the Audit Committee is as mentioned inthe provisions of Section 177 of the Companies Act 2013 and clause 49 of the ListingAgreement with the Stock exchanges as amended from time to time.
i) Statutory Auditor and their Report :
In the last Annual General Meeting held on 30th September 2014 M/s. Lunia& Company (Firm Registration No.
116436W) Chartered Accountants have been appointed Statutory Auditors of the Companyfor a period of 3 (Three) years. Ratification of appointment of Statutory Auditors isbeing sought from the members of the Company at the ensuing Annual General Meeting. Theyhave confirmed their eligibility and willingness to accept office if re-appointed.
The observations made in their report are dealt with in the notes forming part of theAccounts at appropriate places which are self-explanatory.
ii) INTERNAL AUDITOR :
The Company has not appointed internal auditor during the Financial Year 2014-15.
iii) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT :
The Board of Directors of the Company has in compliance with the provisions of Section304(1) of the Companies Act 2013 and rules made in this behalf appointed M/S. Umesh Ved& Associates Company Secretaries to carry out Secretarial Audit of the Company forthe financial year 2014-15. The Report of the Secretarial Auditor is annexed to thisReport as Annexure C which is self explanatory and give complete information.
EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT :
There are no qualifications or adverse remarks in the Auditors Report.Explanation on qualification adverse remark made in Secretarial Audit Report is as under.
The shares of the company are listed at BSE Limited and the Company has paid thelisting fees for the year 2015 -2016.
DIRECTORS RESPONSIBITLY STATEMENT :
As required under the provisions of Section 134 of the Act your Directors report 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 at the end of the financial year and of the profits of the Company for thatperiod.
(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 as required by Explanationto Section 134(5)(e) of the
Act) to be followed by the Company and such internal financial controls are adequateand are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws and such systems are adequate and operating effectively.
CORPORATE GOVERNANCE :
The Clause 49 of the Listing Agreement regarding Corporate Governance is not applicableto the Company the paid- up capital of the company being less than Rs.10 corers andnetworth is less than 25 crores the threshold limit as prescribed therein.
RELATED PARTY TRANSACTIONS :
During the year under review the Company has entered into the transactions with therelated parties the details of each are provided in Note No. 19 (B)(6) under the headStatement of Significant Accounting Policies.
PARTICULARS OF LOANS / GUARANTEES / INVESTMENT :
The Particulars of loans guarantee or investment made under Section 186 of theCompanies Act 2013 are furnished in the Notes to the Financial Statements for the yearended 31st March 2015.
INVESTMENT IN UNQUOTED SHARES :
The Company has made investment in unquoted shares.
RISK MANAGEMENT POLICY :
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organisation from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventorised and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.
STATEMENT OF INDEPENDENT DIRECTORS :
The following Directors are independent in terms of Section 149(6) of the Act :
? Mr. Anandkumar P. Agarwal
(b) Ms. Sumant L. Periwal
The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
EXTRACT OF THE ANNUAL RETURN :
Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31stMarch 2015 is annexed as Annexure D to this Report.
NUMBER OF BOARD MEETINGS :
The calendar of meetings to be held in a year is decided in advance by the Board andcirculated to the Directors. During the year Six Board meetings were convened and held.The gap between two consecutive meetings was not more than one hundred and twenty days asprovided in section 173 of the Act.
CORPORATE SOCIAL RESPONSIBILITY :
The Provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the company.
ANNUAL PERFORMANCE EVALUATION :
In compliance with the provisions of the Act and voluntarily under Clause 49 of theListing Agreement the performance evaluation was carried out as under:
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board :
The performance of the Audit Committee the Nomination and Remuneration Committee TheStakeholder Relationship Committee was evaluated by the Board having regard to variouscriteria such as committee composition committee processes committee dynamics etc. TheBoard was of the unanimous view that all the committees were performing their functionssatisfactorily and according to the mandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act the Rules framed thereunder and theListing Agreement.
Individual Directors :
(a) Independent Directors: In accordance with the criteria suggested by The Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.
(b) Non-Independent Directors: The performance of each of the non-independent directors(including the chair person) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the nonindependent directors was providing good business and people leadership.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE :
There ware no material changes after the balance - sheet date.
Your Directors wish to convey their thanks to all the bankers suppliers customers andall other Stakeholders for their continued support to the company.
FORM AOC- 1
(Pursuant to first proviso to sub- section (3) of Section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies / joint ventures
Notes : There were no subsidiaries liquidated during the financial year 2014-15.
Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) rules 2014
(i) the ratio of remuneration of each director to the median remuneration of theemployees of the company for the financial year 2014-15:
During the period no remuneration was paid to any Director hence ratio of remunerationstands at 0 (zero)
(ii) the percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year 2014-15:
# Appointed during the financial year 2014-15 and hence there is no comparison.
(iii) Market Capitalisation :
The company came out with the IPO at a price of Rs.10/- per share. The market price ofthe share as on 31st March 2015 was Rs.7.46/- on BSE Limited.
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANICAL YEAR ENDED ON 31ST MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
Gujarat Investa Limited.
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Gujarat Investa Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according 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) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (Not Applicable to the Company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange 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; (Not Applicable to the Company during the Audit Period)
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not Applicable to the Company duringthe Audit Period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not Applicable to the Company during the Audit Period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not Applicable to the Company during the Audit Period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not Applicable to the Company during the Audit Period)
(vi) We have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations to the Company. The list of major head / groups of Acts Laws andRegulations as applicable to the Company is as under:
1. Income-Tax Act 1961 and Indirect Tax Laws;
2. Labour Laws & other incidental laws related to labour and employees appointed bythe Company;
3. Other laws including the laws relating to Non Banking Financial Companies to theextent applicable to the Company as per the representation made by the Company.
We have also examined compliance with the applicable clauses of the following :
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (NotApplicable to the Company during the Audit Period)
(ii) The Listing Agreements entered into by the Company with Stock Exchanges.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
The Company is yet to appoint the Company Secretary as specified under the provisionsof Section 203 under the Companies Act 2013.
The requisite Form MR-1are yet to be filed by the Company with the Registrar of Companyas specified under the provisions of Section 203 under the Companies Act 2013 in respectof the return of appointment of a Chief Financial Officer and Chief Executive Officer.
The Form DIR-12 is yet to be filed by the Company with the Registrar of Company asspecified under the provisions of Section 170 under the Companies Act 2013 in respect ofthe return of appointment of a Chief Financial Officer and Chief Executive Officer.
The Form MGT-14 is yet to be filed by the Company with the Registrar of Company asspecified under the provisions of Section 179 under the Companies Act 2013 in respect ofappointment of Secretarial Auditor Internal Auditor Chief Financial Officer ChiefExecutive Officer approval of Quarterly Results of Financial Year 2014-15 and AnnualFinancial Statements and the Boards Report of Financial Year 2013-14.
The Form ADT-1 is yet to be filed by the Company with the Registrar of Company asspecified under provision of Section 139 under the Companies Act 2013 and rules madethereof in respect of Appointment of Auditor for the financial year 2014-15.
The dispatch proofs of notice of Annual General Meeting to the shareholders are notavailable with the Company as specified under the provisions of Section 101 under theCompanies Act 2013 and rules made thereof.
The Company has not complied with any requirement at Ahmedabad Stock Exchange asspecified under the provisions of Listing Agreement.
The Company had submitted Annual Report under clause 31 of Listing Agreement (for yearended March 2014) after the prescribed time limit. However the Company had paid thepenalty for late submission of the same.
The Company has made Intercorporate loans and advances in the contravention of Section185 of the Companies Act 2013 and rules made thereof.
The Company had submitted Unaudited Quarterly Results after the prescribed time limitas specified under clause 41 of Listing Agreement for the Quarter ended 30.09.2014.
The Company does not maintain a functional website containing basic information of theCompany pursuant to Clause 54 of the Listing Agreement.
The Company has not appointed internal auditor for the financial year 2014-15 asspecified under provisions of Section 138 under the Companies Act 2013 and rules madethereof.
BSE Limited has imposed penalty of Rs. 21348/- for late submission of Annual Report forthe Year ended on 31st March 2014 under clause 31 of Listing Agreement.
We further report that :
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
We 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.
Gujarat Investa Limited
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. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happenings 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 the future viability ofthe company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the company.