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Gaekwar Mills Ltd.

BSE: 502850 Sector: Infrastructure
NSE: N.A. ISIN Code: INE837X01027
BSE 00:00 | 11 Aug Gaekwar Mills Ltd
NSE 05:30 | 01 Jan Gaekwar Mills Ltd
OPEN 12.55
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52-Week low 12.55
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OPEN 12.55
CLOSE 12.55
VOLUME 10
52-Week high 17.00
52-Week low 12.55
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gaekwar Mills Ltd. (GAEKWARMILLS) - Director Report

Company director report

To

The Members

Your directors are pleased to present the Ninety Second Annual Report on the businessand operations of the Company and the audited accounts for the year ended on March 312021.

FINANCIAL HIGHLIGHTS:

Particulars For the Year ended on 31.03.2021 For the Year ended on 31.03.2020
Total Income 2193274 2213197
Total Expenditure 22017462 41171857
Profit/(Loss) before taxation (19824188) (38958660)
Provision for Tax - -
Profit / (Loss) after tax (A) (19824188) (38958660)
Other Comprehensive Income - -
Profit / (Loss) after Other Comprehensive Income (B) - -
Profit / (Loss) for the period (A+B) (19824188) (38958660)

TRANSFER TO RESERVES:

The Company has not transferred any amount in the General Reserves during the periodunder review.

YEAR IN REVIEW:

The Company incurred loss of Rs. 19824188/- during the year. This is essentially onaccount of pro-rata write off of premium on redemption of Secured Debentures of Rs. 30.00crores.

The company had to defend frivolous litigation at various levels all initiated byun-recognized association / trade union of workers which has delayed the implementation ofthe project.

FUTURE PROSPECTS:

The Company is ready with its plans for developing an ultra-modern township on 60% ofthe land at Bilimora. The Company has awarded contracts for reconstruction and repair ofcompound wall as per new boundaries which is being approved by Bilimora Nagarpalika.However the company is in process of taking all possible legal steps for removal ofencroachments from the land of the company and fighting the cases filed against thecompany by various persons.

COVID-19 PANDEMIC:

Due to outbreak of Covid-19 globally and in India the Company’s management hasmade initial assessment of likely adverse impact on business and financial risks onaccount of Covid-19. There is slow down in the completion of the project of the Company atBilimora due to covid-19 pandemic and lockdown which had impact on operations. Themanagement does not see any medium to long term risks in the Company’s ability tocontinue as a going concern and meeting its liabilities and compliance with the debtcovenants applicable if any.

CHANGE IN TERMS AND CONDITION OF DEBENTURES

The Series B Unlisted Secured Non-Convertible Debentures of Rs. 5 crores were maturingon 22.04.2020 and Series A Unlisted Secured Non-convertible Debentures of Rs. 30 croreswere maturing on 09.10.2020. However due to the Covid-19 pandemic and lock down thefurther prospect of its project has seriously affected and due to which the company wasunable to pay the debenture holders on the due dates. The Company has requested theDebenture-holders for extending the time limit for repayment of the same by one year andtwo years respectively i.e 22.04.2021 and 09.10.2022 to which the Debenture-holder hasresponded intimating that the same is under consideration however no confirmation isreceived yet from the Debenture Holders.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

The pending Litigation against the company are: a. Appeal No. 455 of 2015 before theHon. Division bench of Bombay High Court which has been admitted without any interim /ad-interim orders. Other than the above matters no significant or material orders havebeen passed by any regulators or courts or tribunals against the Company during the year20-21

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

No material changes and commitments have occurred subsequent to the close of FY 2020-21till date of this report.

DIVIDEND:

The Directors do not recommend any dividend for the financial year 2020-21 in view ofthe accumulated loss.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015 the regulations related to DividendDistribution Policy are not applicable to the Company.

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.

SHARE CAPITAL:

The Issued Subscribed and Paid up Share Capital of the Company was Rs. 20000000(Rupees Two Crores) divided into 2000000 (Two Lakh) Equity Shares of Rs. 10/- each.

CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicable for theListed Company having paid up equity share capital not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your Company’s paid up equity share capital is not exceeding Rs. 10 crores andnet worth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses (b) to (i) ofsub-regulation (2) of regulation 46 are not applicable and do not form a part of thisAnnual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms a part of this Annual Report and is annexed tothis as "Annexure I"

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Provision of Section 135 and Schedule VII of the Companies Act 2013 in respect toCorporate Social Responsibility (CSR) is not applicable on the Company.

SUBSIDIARY COMPANIES:

During the year under review no Company has become or ceased to be a Subsidiary/JointVenture/ Associate Company of your Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans and advances during the year under review. Thedetails of outstanding Loans and advances are provided in the notes to accounts of thefinancial statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

A. Conservation of Energy Technology Absorption

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct2013 in respect of Conservation of Energy and Technology Absorption have not beenfurnished as the same is not applicable to the Company during the year under review.

B. (a) Conservation of Energy measures taken: - N.A.

(b) Technology Absorption measures: - N.A.

C. Foreign Exchange Earnings And Outgo

There were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule

5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 regarding remuneration of Directors Key Managerial Personnel and other relateddisclosures are as below

1. The percentage increase in remuneration of each Director Chief Financial OfficerChief Operating Officer Company Secretary and ratio of the remuneration of each Directorto the Median remuneration of the employees of the Company for the financial year 2020-21:

Name of Director/KMP Percentage increase in remuneration Ratio of remuneration of each Director/KMP to Median remuneration of employees
Ratan Karanjia N.A. N.A.
Girish Shah N.A. N.A.
Shweta Dhruv Shah N.A. N.A.

2. The percentage increase in the median remuneration of employees in the financialyear ended March 31 2021: 0%

3. The number of permanent employees on the rolls of the Company:0

4. Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof:-NIL

Average percentage increase made in the salaries of employees other than the managerialpersonnel in the last financial year i.e. 2020-21 was 0% whereas the increase in themanagerial remuneration for the same financial year was Nil%.

5. Affirmation that the remuneration is as per the remuneration policy of the Company:

During the period under review the Company is not having any Executive Director andKey Managerial Personal. Further the Company has not paid remuneration to any of itsdirectors.. Thus The Company has not formed the Remuneration Policy.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz Details of Top Ten Employees of theCompany in terms of remuneration drawn during 2020-21 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 is not applicable to the Company.

The Company is committed to provide a safe & conducive work environment to itsemployees. Though the Company is not required to adopt the policy however it ensures thesafety of its women employees at workplace. During the year under review no case ofsexual harassment was reported.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review no related party transactions were entered pursuant tosection 188 (1) of the Companies Act 2013. There were no materially significant relatedparty transactions entered by the Company with Directors Key Managerial Personnel orother persons which may have a potential conflict with the interest of the Company.Suitable disclosures as required under AS-18 have been made in the Notes to the financialstatements.

Since there were no related party transaction during the year under review except inthe ordinary course of business and on arms’ length basis form AOC-2 as prescribedunder section 134(3)(h) of the Companies Act 2013 is not applicable to the Company.

RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls commensurate with the size andthe limited nature of its business activities.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 profit or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have 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.

vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:

DIRECTORS:

In accordance with the provisions of the Companies Act 2013 Mrs. Shweta Dhruv Shah(DIN: 03287393) retires by rotation at the ensuing AGM and being eligible offers herselffor reappointment.

KEY MANAGERIAL PERSONNEL (KMP) OF THE COMPANY:

As on 31st March 2021 the Board of Directors comprises of Non-Executive andIndependent Directors only.

Further to comply with the provisions of the Companies Act and LODR Guidelines theboard has appointed

(a) Mrs. Shweta Dhruv Shah as Whole time Director designated as Executive Director andChief Executive Officer in Board Meeting held on 20th October 2021.

(b) Mr. Dhruv Nikunj Shah as Chief Financial Officer and Mr. Mipan Navinchandra Shah asNon-Executive Independent Director in Board Meeting held on 05th December 2021.

Further on the recommendation of Nomination and Remuneration Committee and Board ofDirectors of the Company there appointment is proposed to be confirmed in the ensuingAnnual General Meeting.

Ms. Nidhi Vinodkumar Darak was appointed as the Company Secretary and ComplianceOfficer w.e.f. 1st November 2021.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under Section149(6) of the Act and under Listing Regulations.

In the opinion of the Board the Independent Directors of the Company fulfill theconditions specified in the Act and Listing Regulations and are independent of themanagement.

MEETINGS:

The Board meets at regular intervals to discuss and decide on Company/business policiesand strategies apart from other Board businesses. The Board/Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings.

During the year under review Board meetings were held. The dates of the meetings are31st July 2020 15th September 2020 13th November 2020 12th February 2021.

The maximum interval between any two consecutive Board Meetings did not exceed theperiod prescribed under the Companies Act 2013 and as per circular issued by MCA in thisregard.

Attendance of Directors at the Board Meeting is as under:

Sr. No. Name of Director Category No. of Meetings during FY 2020-21
Held Attended
1 Ratan Karanjia Independent 4 4
2 Girish Shah Independent 4 4
3 Shweta Dhruv Shah Non-executive 4 4
Director

COMMITTEES OF BOARD

AUDIT COMMITTEE

The audit committee of the Company is constituted in accordance with Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (LODR) Regulations 2015.

The Audit Committee acts as a link among the Management the Statutory Auditors andthe Board of Directors to oversee the financial reporting process of the Company. TheCommittee's purpose is to oversee the quality and integrity of accounting auditing andfinancial reporting process including review of the internal audit reports and actiontaken report.

Composition of Audit Committee and attendance record of members for 2020-21.

Sr. No. Name of Directorship Chairman/ Member Category

No. of Meetings during FY 2020-21

Held Attended
1 Ratan Karanjia Chairman Non- Executive Independent 4 4
2 Girish Shah Member Non- Executive Independent 4 4
3 Shweta Dhruv Shah Member Non-Executive 4 4

During the Financial Year 2020-21 4 Meetings were held on 31st July 2020 15thSeptember 2020 13th November 2020 12th February 2021.

The necessary quorum was present for all the meetings.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in accordancewith Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (LODR) Regulations2015.

Composition of Nomination & Remuneration Committee and the attendance record ofmembers for 2020-21 are as below:

Sr. No. Name of Directorship Chairman/ Member Category

No. of Meetings during FY 2020-21

Held Attended
1 Ratan Karanjia Chairman Non-Executive Independent 1 1
2 Girish Shah Member Non- executive Independent 1 1
3 Shweta Dhruv Shah Member Non-executive Director 1 1

During the Financial Year 2020-21 1 Meeting was held on 13th November 2020

The necessary quorum was present for all the meetings.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in accordancewith Section 178 of the Companies Act 2013.

Composition of Stakeholders Relationship Committee and the attendance record of membersfor 2020-21 is below:

Sr. No. Name of Directorship Chairman/ Member Category

No. of Meetings during FY 2020-21

Held Attended
1 Ratan Karanjia Chairman Non- Executive Independent 4 4
2 Girish Shah Member Non- executive Independent 4 4
3 Shweta Dhruv Shah Member Non-Executive 4 4

During the Financial Year 2020-21 4 Meetings were held on 31st July 2020 15thSeptember 2020 13th November 2020 12th February 2021.

The necessary quorum was present for all the meetings

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 SEBIListing Regulations and the Guidance note on Board Evaluation issued by the Securities andExchange Board of India.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board process information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committee’seffectiveness of committee meeting etc.

In a separate Meeting of Independent Directors performance of non-independentdirectors the chairman of the Company and the board as a whole as evaluated taking intoaccount the views of executive directors and non-executive Directors.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of directors and recommends to theBoard policy relating to the remuneration for the Directors Key Managerial Personnel andother employees.

VIGIL MECHANISM:

The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company’sCode of Conduct. The mechanism provides for adequate safeguards against victimization ofDirectors and employees who avail of the mechanism. In exceptional cases Directors andemployees have direct access to the Chairman of the Audit Committee.

AUDITORS:

Pursuant to the provisions of Section 139(2) and Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended M/s. Mayur Mahesh Shah & Co.Chartered Accountants (Firm Registration No. 117604W) was appointed as a StatutoryAuditor of the Company in the Annual General Meeting held on 26th September 2017 for aterm of five (5) consecutive years to hold office from the conclusion of the AnnualGeneral Meeting held for the financial year 2016-2017 till the conclusion of the 93rdAnnual General Meeting of the Company to be held for the financial year 2022. The Companyhas received a certificate from the said Auditors that they are eligible to hold office asthe Auditors of the Company and are not disqualified for being so appointed for thefinancial year 31.3.2021.

STATUTORY AUDITORS’ OBSERVATIONS:

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Mayur Mahesh Shah & Co Statutory Auditors in their report.

SECRETARIAL AUDITORS:

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. AnishGupta & Associates Practicing Company Secretaries. The Secretarial Auditors Report isattached as

"Annexure II".

SECRETARIAL AUDITORS’ OBSERVATIONS& COMMENTS FROM BOARD:

REMARKS OF THE SECRETARIAL AUDITOR

1. The company has not appointed Key Managerial Personnel as required under section 203of Companies Act 2013 and rules made thereunder during the year 2020-21 in respect ofappointment of Managing Director or CEO or Manager or Whole Time Director and ChiefFinancial Officer and Company Secretary.

2. The company has not complied with the regulation 31(2) of SEBI (Listing Obligationand Disclosure Requirements) Regulation 2015 according to which 100% shareholding ofpromoters shall be in Dematerialized Form.

3. The Company is required to update its the website in respect of the information anddocuments as required to be updated under the various provisions of the Companies Act andRegulation 30(8) and 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015.

4. The Company has not filed form 22A - Active as required under Rule 25A of theCompanies (Incorporation) Rules 2014 and the status of the company on the MCA Portal isshowing ACTIVE-not compliant.

5. The Company has not complied with SEBI Circular No: SEBI/HO/MIRSD/DOP1/CIR/P/2018/73dated April 20 2018 regarding updation of shareholders information with Registrar andShare Transfer Agent (RTA) as mandated by SEBI.

6. The Company has defaulted on payment of interest/repayment of principal amount forunlisted debt securities i.e NCDs and NCRPs.

COMMENTS FROM THE MANAGEMENT

1. As the Company has not commenced any activity and has very limited resources it hasnot been possible to employ KMP as required under section 203 of the Companies Act 2013and rules made thereunder. The Board will take steps to recruit these personnel at thetime of commencement of commercial activity.

2. The Company is in process to dematerialize the 100% shareholding of Promoters.

3. The Company regularly updates its website but due to some issue with the websitedeveloper current information and documents are not updated. The Directors have taken thenote of the same and will do the compliance at the earliest.

4. As the Company has not commenced any activity and has very limited resources it hasnot been possible to appoint Managing Director or other KMPs as required under section 203of the Companies Act 2013 and rules made thereunder. Due to which it could not file theInc-22 Active Form. The Board has appointed the KMPs and will take necessary steps tocomply with the provisions.

5. The due to the Covid-19 pandemic and lock down the further prospect of its projecthas seriously affected and due to which the company was unable to pay the debentureholders on the due dates. The Company has requested the Debenture-holders for extendingthe time limit for repayment of the same by one year and two years respectively i.e22.04.2021 and 09.10.2022 to which the Debenture-holder has responded intimating that thesame is under consideration however no confirmation is received yet from the DebentureHolders.

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12of the Companies (Management and Administration) Rules 2014 the Annual Return isavailable at

Company’s website www.gaekwarmills.in.

MAINTENANCE OF COST RECORDS:

The provision of maintenance of Cost records as per section 148 doesn’t applicableon the

Company.

APPLICABILITY OF SECRETARIAL STANDARD:

During the year under review the Company has complied with the provisions of theapplicable Secretarial Standards issued by the Institute of Companies Secretaries of Indiato the extent possible.

OTHER DISCLOSURES:

There were no material changes and commitments affecting the financial position of yourCompany between end of the financial year and the date of this report.

Your Company has not issued any shares with differential voting.

There was no revision in the financial statements.

Your Company has not issued any sweat equity shares.

During the year your Company has not received any complaints under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

PREVENTION OF INSIDER TRADING:

The Company has ensured the compliance of Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Company has adopted the Code of Conduct for prevention of Insider Trading.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express their deep sense of appreciation and gratitudeto all Employees Bankers and Clients for their assistance support and co-operationextended by them. In the end the Directors wish to sincerely thank all shareholders fortheir continued support.

By Order of the Board of Directors
For Gaekwar Mills Limited
Shweta Dhruv Shah Ratan Karanjia
Place: Mumbai Director Director
Date: 05th December 2021 (DIN: 03287393) (DIN: 00033108)

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