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GBL Industries Ltd.

BSE: 539009 Sector: Industrials
NSE: N.A. ISIN Code: INE003Q01012
BSE LIVE 13:08 | 15 Sep 21.30 0.30
(1.43%)
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21.00

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21.30

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 21.00
PREVIOUS CLOSE 21.00
VOLUME 23000
52-Week high 37.20
52-Week low 21.00
P/E 68.71
Mkt Cap.(Rs cr) 11
Buy Price 21.30
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.00
CLOSE 21.00
VOLUME 23000
52-Week high 37.20
52-Week low 21.00
P/E 68.71
Mkt Cap.(Rs cr) 11
Buy Price 21.30
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00

GBL Industries Ltd. (GBLINDUSTRIES) - Director Report

Company director report

To

The Members

Gujarat Bitumen Limited

Ahmedabad

Your Directors have great pleasure in presenting the Annual Report on business andoperation of the Company together with the Audited Accounts for the financial year endedon 31st March 2017.

FINANCIAL RESULTS

Particulars 2016-17 2015-16
Revenue from Operations 15533578 52250
Other Income 2084766 1600992
Profit before Depreciation and Taxation 17618344 1653242
Depreciation 50573 7233
Provision for Taxation :
(i) Current Income Tax 525000 175000
(ii) Deferred Tax --
Profit after Income Tax 1076512 403549

OPERATIONS:

During the year under review the Company's total income was Rs.176.18/- Lac as againstthe previous year income of Rs.16.53/-lacs. The Company has made net profit ofRs.10.76/-Lacs as against the previous net profit of Rs. 4.03/- lacs.

SHARE CAPITAL & RESERVES

Authorised & Paid up capital

The authorised and paid up equity share capital of the Company as on March 31 2017 wasRs. 500.0 Lacs. During the year under review the Company has not issued shares withdifferential voting rights and sweat equity shares.

Reserves

The total Reserves position as on 31.3.2017 stood at Rs.14.84/- lacs against Rs. 4.07/-lacs in the previous year.

DIVIDEND:

Your Directors has not recommend any dividend during the year under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption

NIL

C. Foreign Exchange Earning & Out Go:
Total Foreign Exchange Used : NIL
Total Foreign Exchange Earned : NIL

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments if any affecting the financial positionof the Company subsequent to the date of the Balance sheet and up to the date of thereport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated underRegulation of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015with the Stock Exchange in India is presented in a separate section forming part of theAnnual Report.

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 theCompanyRs.s operation in future.

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

During the year under review there was no holding / Subsidary Company / Joint Ventures/ Associate Companies.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 ( 2 )of Companies (Appointment and Remuneration of Managerial Personnel ) Rules 2014.

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 2017 is annexed to this Report.

RELATED PARTY TRANSACTIONS:

During the year there were no related party transaction. Therefore requisite detailsin form AOC – 2 is not required to be provided herewith.

CODE OF CONDUCT:

Your Company has adopted a Code of Conduct for its Board Members and Senior Managementpersonnel. The code of conduct has also been posted on the official website of theCompany.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

As required under the section 203 of the Companies Act 2013 the Company has appointedMr. Mayank Agarwal Managing Director Mr. Vinay Jain Company Secretary were the keyManagerial Personnel of the Company year ended on 31st March 2017.

In terms of provision of Section 152 (6) of the Companies Act 2013 at the AnnualGeneral Meeting of the Company will be held on 7th July 2017 Mr. ParimalSuryakant Patwa (DIN : 00093852) retires by rotation and being eligible offers themselvesfor reappointment.

During the year under review Mr. Mayank Agarwal were appointed as Managing Director ofthe Company with effect from 18th March 2017 and Mr. Vinay Jain were appointedas Company Secretary with effect from 10th March 2017.

Further Mr. Dhiral Dave was appointed as Additional Director of the Company with effectfrom 8th May 2017 under section 161(1) of the Companies Act 2013. They willhold the office of Director upto the date of forthcoming Annual General Meeting and toregularised him as Independent Director of the Company.

Further Mr. Vinay Kumar Navlakha has resigned w.e.f 13th October 2016. Mr.Mohan Punjabi and Mr. Nirmal Kumar Ramnath has tendered the resignation from the Board ofDirectors of the Company w.e.f 8th May 2017.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of theirindependence to the Company as required under the section 149(6) of the Companies Act2013.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Nomination and RemunerationCommittee has laid down the criteria for evaluation of the performance of individualDirectors and the Board as a whole. Based on the criteria the exercise of evaluation wascarried out through a structured process covering various aspects of the Board functioningsuch as composition of the Board and committees experience & expertise performanceof specific duties & obligations attendance contribution at meetings etc. Theperformance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Director. The performance of the Independent Directors was carried outby the entire Board (excluding the Director being evaluated). The Directors expressedtheir satisfaction with the evaluation process.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company is not paying any Remuneration to Managing Director or any of the executivedirectors. Thus the requisite details as required by Section 134(3)(e) Section 178(3)& (4) and Regulation of SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 is not required to be provided. However the Company affirm that as andwhen the Remuneration will be payable to any of the Director the same would be as perRemuneration Policy.

COMMITTEES OF THE BOARD

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision of Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 and therefore it is not mandatory for the Company to have the CorporateSocial Responsibility.

AUDITORS AND AUDITORS REPORT:

The Board of Directors of the Company have on the recommendation of the Audit Committeeproposed that pursuant to the provisions of Sections 139 to 142 and other applicableprovisions if any of the Companies Act 2013 read with the underlying rules M/s. Loonia& Associates Chartered Accountants Ahmedabad [FRN.: 130883W] be reappointed asstatutory auditor the Company to hold office from the conclusion of this Meeting untilthe conclusion of the next Annual General Meeting (AGM) of the Company subject toratification by Members every year on a remuneration (including terms of payment) to befixed by the Board of Directors of the Company based on the recommendation of the AuditCommittee. M/s. Loonia & Associates

Chartered Accountants Ahmedabad have forwarded their certificates to the Companystating that their re-appointment if made will be within the limit specified in thatbehalf in section 141 of the Companies Act 2013.

The Notes on Financial Statements referred to in the Auditor's Report areSelf-explanatory and do not call for any further comments. There is no qualificationreservation or adverse remarks made in the statutory auditors report.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act the Secretarial Audit Report for the Financial Yearended 31st March 2017 given by Ms. Pooja Gwalani Practising Company Secretary isattached herewith which forms part of the Directors Report.

The comments and explanation are as under :

A. During the year under reviewed the Company has not appointed internal auditors asper the provision of the Companies Act 2013;

The Company is in process of appointment of internal auditor.

B. The Company has closed its register of members and given advertisement but copy ofthe same was not available with the Company for my verification.

Due to shifting of registered office documents have been misplaced therefore we werenot able to produce the proof before secretarial auditor.

C. As per explanation given by the management of the Company the Company had sent

Annual General Meeting Notice to the Members of the Company but the Company has notserved me proof for sending said Notice to Member.

Due to shifting of registered office documents have been misplaced therefore we werenot able to produce the proof before secretarial auditor.

D. As per information provided by the Company that the Company published advertisementfor the quarter result and/or financial result as per the Regulation 47 (1) (b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 but same is notavailable for my assessment.

Due to shifting of registered office documents have been misplaced therefore we werenot able to produce the proof before secretarial auditor.

E. During the year under review the Company has not filed certain forms withRegistrar of Companies.

Company has noted the observation and company will look into the matter.

RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business.

Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company. The Company's internalcontrol systems are commensurate with the nature of its business and the size andcomplexity.

VIGIL MECHANISM /WHISTLE-BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134(3) (c) of the Act your Directorsreport 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 ofthe profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 such internal financial controls are adequate and are operating effectively.

FINANCE:

During the year the Company had not availed any Term Loans and any other borrowings.

LISTING:

The Equity shares of the Company are listed on Bombay Stock Exchange Limited (ScripCode 539009). The Company is regular in payment of listing fees. The Company has paid thelisting fees for the Financial Year 2017-18.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES 2014 :

Change in Nature of Company Business:

During the year under review the Company has changed its business activities fromconstruction and trading of Bitumen to wholesale of textile products.

Deposit:

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.

Internal Financial Controls:

The Company has adequate internal financial controls to support the preparation of thefinancial statements.

BOARD MEETING

During the year under review the Board of Directors duly met 6(six) times.

Details of Board Meetings for the year under review are tabulated hereunder:

Sr No. Date of Board Meetings Mohan Punjabi * Parimal Patwa Naresh Chiplunkar Anjali Mehra Mayank Agarwal* Nirmalkumar Ramnath*
1. 30/05/2016 v v v v v
2. 13/08/2016 v v v v v
3. 14/11/2016 v v v v v
4. 14/02/2017 v v v v v
5. 10/03/2017 v v v v v
6. 15/03/2017 v v v v v
7. 18/03/2017 v -- v -- v v

Mr. Mohan Punjabi and Mr. Nirmal kumar Ramnath has resigned from the Board with effectfrom 8th May 2017.

DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE003Q01012. As on 31st March 2017 total4700000 equity shares of the Company have been dematerialized. Members of the Companyare requested to dematerialize their shares.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Company has not given any loan / guarantee or provided any Security or made anyinvestment to any person (except those required for business purpose).

REGISTERED OFFICE OF THE COMPANY:

During the year under review the Company Registered office is shifted from "501Akruti Complex Nr. Stadium Circle Navrangpura Ahmedabad-38009 to "F-901 TitaniumCity Centre Nr. Sachin Tower 100 Ft Road Satellite Ahmedabad-380015.

CHANGE IN NAME OF THE COMPANY

Company has taken the In principle approval from BSE for name change and approval fromthe ROC for reservation of name from "Gujarat Bitumen Limited to " GBLIndustries Limited."

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.

APPRECIATION:

Your Directors acknowledge their valuable contribution and appreciate the co-operationreceived from the bankers customers and financial institutions for their continuedassistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company fortheir sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued supportencouragement and the confidence reposed in the Management.

For and on Behalf of Board of Directors of
Gujarat Bitumen Limited
Mayank Agarwal
Place: Ahmedabad Managing Director
Date: 10.06.2017 (DIN: 07179292)