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Gujarat Natural Resources Ltd.

BSE: 513536 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE207H01018
BSE LIVE 15:16 | 23 Nov 30.00 -0.85
(-2.76%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 30.00
PREVIOUS CLOSE 30.85
VOLUME 28
52-Week high 43.55
52-Week low 22.35
P/E 300.00
Mkt Cap.(Rs cr) 116
Buy Price 30.00
Buy Qty 82.00
Sell Price 32.25
Sell Qty 125.00
OPEN 30.00
CLOSE 30.85
VOLUME 28
52-Week high 43.55
52-Week low 22.35
P/E 300.00
Mkt Cap.(Rs cr) 116
Buy Price 30.00
Buy Qty 82.00
Sell Price 32.25
Sell Qty 125.00

Gujarat Natural Resources Ltd. (GUJNATRESOUR) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 26th Annual Report onthe business and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2017.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Particulars

Standalone

Consolidated

Year ended 31/03/2017 Year ended 31/03/2016 Year ended 31/03/2017 Year ended 31/03/2016
Sales & Other Income 127.37 16.73 986.67 1279.94
Exceptional Items 0.00 0.00 0 0
Expenditure 50.59 45.69 673.54 893.04
Profit Before Depreciation and Tax 76.78 (28.96) 313.13 386.90
Depreciation 2.62 2.63 233.08 359.84
Taxation 32.82 2.57 37.91 (3.33)
Net Profit (Loss) for the year 41.34 (34.16) 42.13 30.40

2. PERFORMANCE & STATE OF AFFAIRS OF THE COMPANY:

The Company made profit of Rs. 41.34 lacs during the year compare to the loss of Rs.34.16 lacs of the previous year. The Board of Directors of the Company is continuouslymaking efforts to enhance the business for the growth and development of the Company.

3. DIVIDEND:

The Board of Directors of the Company have recommended a dividend of Rs. 0.10/- i.e. 1%per Equity Share on 38751645 fully paid up equity shares of Face Value of Rs 10/- each.

The total sum of the dividend if approved including Corporate Dividend Tax will be '46.64 Lacs.

4. SHARE CAPITAL:

At present the Company has only one class of shares - equity shares with face value of' 10/- each. The authorized share capital of the company is ' 400000000/- divided into40000000 equity shares of '10/- each. The paid up share capital of the company is '387516450/- divided into 38751645 equity shares of '10/- each.

5. RESERVES:

Reserves & Surplus at the end of the year stood at ' 437134599 as compared to '436875326 at the beginning of the year.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

7. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

During the period under review several energy conservation initiatives were adoptedand were taken by the Company and its subsidiaries. There are no plans to import any kindof technology for the project and hence information regarding its absorption is notapplicable. There was no research activities carried out during the year as well as noforeign exchange income or outgo during the year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2017.Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company's operation in future.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

With a view to market the Company across the globe your company has 5 Internationalsubsidiaries. Apart from International subsidiaries there is one wholly owned Indiansubsidiary. There are no associate companies or joint venture companies within the meaningof section 2 (6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiaries.

As required under Rule 8 (1) of the Companies (Accounts) Rules 2014 the Board'sReport has been prepared on standalone financial statements and a report on performanceand financial position of each of the subsidiaries included in the consolidated financialstatements is included in the financial statements in Form AOC - 1 and consolidatedperformance and financial position given here in above.

In accordance with third proviso of Section 136 (1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company www.gnrl.in.Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary companies may write to the Company Secretary at the Company's registeredoffice.

Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 read with Rule8 (1) of the Companies (Accounts) Rules 2014 a statement containing salient features ofthe Financial Statements of your Company's subsidiaries in Form AOC-1 is attached to theFinancial Statements.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.

12. MEETING OF BOARD OF DIRECTORS:

During the year under the review 4 (Four) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.

Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.

13. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

14. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Companywhich may have a potential conflict with the interest of the Company at large and thusdisclosure in Form AOC-2 is not required.

15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Ashok C. Shah (DIN: 02467830) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI ListingRegulations and there has been no change in the circumstances which may affect theirstatus as independent director during the year.

There is change in the constitution of Board of Directors during the year. Ms. Payal V.Makani was appointed as an Independent Additional Director of the Company w.e.f.14.02.2017.

Mr. Ilesh Shah Chairman and Director of the Company resigned from his office ofDirector on 16.06.2017 and Mr. Dhiren Bhatt independent Director of the Company resignedfrom his office of Director on 10.08.2016.

As required under Section 203 of the Companies Act 2013 the Company has Mr. Shalin A.Shah (Managing Director) and Ms. Sheetal G. Pandya (Company Secretary) as Key ManagerialPersonnel of the Company.

16. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") the Board hadcarried out performance evaluation of its own the Board Committees and of the Independentdirectors. Independent Directors at a separate meeting evaluated performance of theNonIndependent Directors Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management. The details of criteria laid down and the Remuneration Policy aregiven in the Corporate Governance Report.

18. MANAGERIAL REMUNERATION

The Company has paid Mr. Shalin A. Shah (Managing Director) remuneration during theyear. A detail of the remuneration paid is elaborated in extract of Annual Return (MGT-9)in Annexure II.

19. INDEPENDENT DIRECTORS' MEETING:

Independent Directors of the Company had met on 24.03.2017 during the year reviewdetails of which are given in the Corporate Governance Report.

20. COMMITTEES OF THE BOARD:

There are currently Three Committees of the Board as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" apart of this Annual Report.

21. AUDITORS:

A. Statutory Auditors

M/s. Pankaj K. Shah Associates Chartered Accountants (Firm Registration No.107352W)had tendered their resignation from the position of Statutory Auditors due topre-occupancy in other assignments resulting into a casual vacancy in the office ofStatutory Auditors of the company as envisaged by section 139 (8) of the Companies Act2013 ("Act"). Accordingly in compliance with provisions of the Companies (Auditand Auditors) Rules 2014 the Board of Directors of the Company at their Meeting held onAugust 8 2017 on the recommendation of the Audit Committee has appointed M/s. GMCA& Co. Chartered Accountants (Firm Registration No.109850W) as the Statutory Auditorsof the Company and recommended their appointment for a term of five years from theconclusion of conclusion of Annual General Meeting (AGM) held in 2017 till the conclusionof the Annual General Meeting to be held in 2022. M/s. GMCA & Co. CharteredAccountants (Firm Registration No.109850W) have conveyed their consent to be appointed asthe Statutory Auditors of the Company along with a confirmation that their appointmentif made by the members would be within the limits prescribed under the Companies Act2013.

The Report given by the Auditors M/s. Pankaj K. Shah Associates on the financialstatements of the Company is a part of the Annual Report. The notes to the accountsreferred to in the Auditors' Report are self-explanatory and therefore do not call for anyfurther comments.

There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Patel& Associates Practicing Company Secretaries Ahmedabad to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification reservation or adverse remark in the Secretarial AuditReport given by the Secretarial Auditors in their Report.

C. Internal Auditors:

The Board of Directors has appointed M/s. Naimish K. Shah & Co. CharteredAccountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2017-18.

22. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an internal financial Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Company has appointed M/s. Naimish K. Shah & Co. Chartered Accountant(FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultationwith the internal auditors formulates the scope functioning periodicity and methodologyfor conducting the internal audit. The internal auditors carry out audit covering interalia monitoring and evaluating the efficiency & adequacy of internal control systemsin the Company its compliance with operating systems accounting procedures and policiesat all locations and submit their periodical internal audit reports to the AuditCommittee. Based on the internal audit report and review by the Audit committee processowners undertake necessary actions in their respective areas. The internal auditors haveexpressed that the internal control system in the Company is robust and effective. TheBoard has also put in place requisite legal compliance framework to ensure compliance ofall the applicable laws and that such systems are adequate and operating effectively.

23. RISK MANAGEMENT:

Risk is an integral part of any business and therefore Risk Management is an importantfunction that the business management has to perform to ensure sustainable businessgrowth. Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on a regular basis to help ensure that there is arobust system of risk controls and mitigation in place. Senior management periodicallyreviews this risk management framework to keep updated and address emerging challenges.Major risks identified for the Company by the management are Compliances of variousapplicable Laws Regulatory changes Manufacturing & Supply Litigation andTechnological Changes. The management is however of the view that none of the above risksmay threaten the existence of the Company as robust Risk mitigation mechanism is put inplace to ensure that there is nil or minimum impact on the Company in case any of theserisks materialize.

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act 2013 and Regulation 22 of SEBIListing Regulations the Company has constituted a Whistle Blower Policy/ Vigil Mechanismto establish a vigil mechanism for the directors and employees to report genuine concernsin such manner as may be prescribed and to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct.

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder your Company hasassigned the responsibilities to Audit Committee. During the year no complaint withallegations of sexual harassment was filed with the Company.

26. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state that-

i. In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2017 and of the profit and loss of the company forthat period;

iii. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 andRules made thereunder for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

vi. The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

28. CORPORATE GOVERNANCE:

As required by the SEBI Listing Regulations a detailed report on Corporate Governanceis given as a part of the Annual Report. The Company is in full compliance with therequirements and disclosures that have to be made in this regard. The Practicing CompanySecretary's Certificate of the compliance with Corporate Governance requirements by theCompany is attached to the Report on Corporate Governance. Report on Corporate Governanceis attached as ANNEXURE V.

29. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute Corporate Social Responsibility Committee orspend on social responsibility pursuant to section 135 of the Companies Act 2013.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under SEBI ListingRegulations is included in this Report. Certain statements in the said report may beforward looking. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of the future performance and outlook.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure III.

33. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 513536 & security id: GNRL. The Company confirms that the annual listing fee tothe stock exchange for the financial year 2017-18 has been paid.

34. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the generouscommitment dedication hard work and significant contribution made by employees at alllevels in ensuring growth of the Company. Your Directors also sincerely thank to all thestakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.

Place: Ahmedabad For and on behalf of the Board
Date: 8th August 2017
Sd/- Sd/-
Ashok C. Shah Shalin A. Shah
Director Managing Director
DIN: 02467830 DIN: 00297447