Your Directors are pleased to present the Eighty Eighth Annual Report on the businessand operations of the Company and the audited accounts for the year ended on March 312017.
(Rs. in lakhs)
| ||FY 2016-17 ||FY 201 5-1 6 |
|Loss for the Year ||357.89 ||311.31 |
|Add: Loss brought forward ||4059.79 ||3748.48 |
|Loss carried forward ||4417.68 ||4059.79 |
The Company has not transferred any amount in the General Reserves during the periodunder review.
YEAR IN REVIEW:
The Company came out of liquidation by an order dated 30/06/2015 passed by the Hon.Bombay High Court.
During the year under review Gaekwar Mills Sangharsh Committee one of the allegedassociation of worker have filed Notice of Motion against the Company before the Hon.Bombay High Court for recall stroke stay of this order which has been rejected by the Hon.Bombay High Court by an order dated 28/07/2016. Nevertheless Directors were allowed totake steps to ensure implementation of the Scheme of Compromise/Arrangement sanctioned bythe Hon. Bombay High Court in September 2009 and subsequently modified from time to time.
The Company incurred loss of Rs. 357.89/- lakhs 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.
The Company is ready with its plans for developing an ultra-modern township on 60% ofthe land at Bilimora. The Company had initially submitted an application for survey of itsland to fix boundaries as per new development plan published by Government of Gujarat. Thesaid survey is completed and an application for construction of compound wall as per newboundaries has been submitted which is under consideration by Bilimora Nagarpalika. Underthe new development plan various reservations on Company's land has been removed by thegovernment of Gujarat.
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 the Hon. Division bench of Bombay high court which hasbeen admitted without any interim / ad-interim orders. A notice of motion filed in thesaid appeal for grant of interim / ad-interim reliefs is pending for admission. b. Appealno 212 of 2017 is also pending before the Hon. Division bench of Bombay high court whichand is yet to admitted A notice of motion has also been filed in the said appeal for grantof interim / ad-interim reliefs the same is also pending for admission. c. A Special civilapplication has also been filed before the Hon. Gujarat high Court against the Company andthe same is also pending for admission.
Other than the above matter no significant or material orders have been passed by anyregulators or courts or tribunals against the Company during the year 2016-17.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: ' .
No material changes and commitments have occurred subsequent to the close of FY 2016-17till date of this report except as below:
The Company has issued two series of debentures. Due to sever financial crises thecompany is finding it difficult to pay the serve the debentures on time and due to variousunavoidable reasons the company s unable to service the debenturesi on time.
The Company has requested the Debenture Holders for restructuring the terms andconditions of the Debentures. The Debenture holders have agreed for the same and therevised terms and condition of debentures are as below:
1. The date of Redemption of Secured Non-Convertible Series A Debentures is extended to9th October 2020.
2. Interest on Debentures is been waived and debentures will be redeemed on 60%premium.
The Company is not process of taking all necessary procedure and actions for thepurpose of compliances of changing the terms and conditions of the issue of debentures.
The Directors do not recommend any dividend for the financial year 2016-17 in view ofthe accumulated loss.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.
Presently the Authorised and Paid up Share Capital of the Company is Rs. 20000000/-divided into 200000 Equity Shares of Rs. 100/- each.
The Board of Directors has proposed to restructure the Authorized Shares capital of theCompany by sub-dividing the 200000 (Two Lakhs) Equity Shares of the Company having aface value of Rs. 100/-each into 2000000 (Twenty Lakhs) Equity Shares having a facevalue of Rs. 10/- each
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 and networth 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 ANDANALYSIS:
During the year the Company has not carried any business activity hence there is norequirement to provide information.
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.
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 given Inter Corporate Deposit to its associate company M/s PlatinumSquare Pvt Ltd The details of Loans to Associate Company are provided in Note 21 of thenotes to accounts.
For Dematerialization of Shares The Company has made application with NSDL (NationalSecurities Depository Ltd) and CDSL (Central Depository Services Ltd). The Company hasreceived approval from NSDL and approval from CDSL is awaited for. The ISIN No. of theCompany is INE837X01019
Shareholders who wish to apply for dematerialize their physical shares can contact theRegistrar and Transfer Agent at below address:
Mis. Link Intime India Pvt. Ltd
Address: C 101 247 Park L B S Marg Vikhroli West Mumbai 400 083. Email:firstname.lastname@example.org Contact No.: +91 22 49186000 Fax: +91 22 49186060
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)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosures is not applicable to the Company.
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 2016-17 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 Company does not have employees more than 10 hence the declaration required underSexual Harassment of Women at Work (Prevention Prohibition and Redressal) Act does notapply.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013.
There were no materially significant transactions with Related Parties during thefinancial year 2016-17 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in the Note 20 to the financialstatements.
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 THEIRADEQUACY:
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)(o)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 themconsistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.
Hi. 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 iv.The directors have prepared the annual accounts on a going concern basis v. The directorshad laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively vi. The directorshad devised proper system to ensure compliance with the provisions of all applicable lawsand that such system were adequate and operating effectively.
I n accordance with the provisions of the Companies Act 2013 Mr. Homi Mehta(DIN: 00105524) retires by rotation at the ensuing AGM and does not offer himself forreappointment.
DECLARATION BY AN INDEPENDENT DIRECTORS:
The Company has received declaration by all Independent Director(s) that they meet thecriteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct 2013.
During the year under review 7 (Seven) meetings were held. The dates of the meetingsare 09.05.2016 30.05.2016 14.07.2016 12.08.2016 17.09.2016 11.11.2016 and 12.01.2017.The maximum interval between any two consecutive Board Meetings did not exceed 120 days.
Attendance of Directors at the Board Meeting is as under:
|Sr. No. ||Name of Director ||No. of Meetings attended ||Board |
|1 ||Mr. Homi Mehta ||1 || |
|2 ||Mr. Rata n ||7 || |
| ||Karanjia || || |
|3 ||Mr. Girish Shah ||1 || |
|4 ||Ms. Shweta ||7 || |
| ||Parekh || || |
|5 ||Mr. Rajen Doshi ||7 || |
COMMITTEES OF BOARD
The provisions of Section 177 of the Companies Act 2013 read with Rule 6 of theCompanies(Meetings of the Board and its Power) Rules 2014 is applicable to the Company.
The Audit Committee of the Company comprises of Two Independent members and one Non-Executive Member. The current members of the committee are Mr. RatanKaranjia ChairmanMr. RajenDoshi and Mr. Girish Shah. The Board has accepted all recommendations made by theAudit Committee during the year.
I n the financial year 2016-2017 the Audit Committee met four times. The Meetings wereheld on 30.05.2016 12.08.2016 11.11.2016 & 12.01.2017.
Attendance of Audit Committee Members is as under:
|Sr. No. ||Name of Director ||No. of Meeting ||Board Meetings/ attended |
|1 ||Mr. Ratan Karanjia ||4 || |
|2 ||Mr. Girish Shah ||1 || |
|3 ||Mr. RajenDoshi ||3 || |
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee is in existence and in accordance with theprovisions of sub section (3) of Section 178.
The Nomination and Remuneration Committee comprises of Mr. Girish Shah serves asChairman Mr. Ratan Karanjia Ms. Shweta Parekh and Mr. Rajen Doshi as other members.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The provision of Section 178 of the Companies Act 2013 is applicable to the Company.The Stakeholders Relationship Committee comprises of Ms. Shweta Parekh serves as a Chairperson Mr. Ratan Karanjia Mr. Rajen Doshi and Mr. Girish Shah as other members.
The Board of Directors has made the formal annual evaluation of its own performance andthat of its committees and individual directors and found it to be satisfactory.
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.
TERMS OF APPOINTMENT & REMUNERATION CFO & MANAGING DIRECTOR:
During the year the company has not paid any remuneration to any of the non-executivedirectors.
KEY MANAGERIAL PERSONNEL:
The current Board of Directors comprises of Non-Executive and Independent Directorsonly. As the Company has not commenced any activity and has very limited resources it hasnot been possible to employ Managing Director Chief Financial Officer. The Board willtake steps to recruit these personnel at the time of commencementof commercial activity.
For the time being decision making is in the hands of Chairman Mr. Homi F Mehtaassisted by other directors.
n I compliance with Section 203 of the Companies Act 2013 Regulation 6 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Company has appointedMs. Vaishali Rathod as a Company Secretary and Compliance Officer of the Company w.e.f 9thMay 2016.
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. Details of the Vigil Mechanism policy are made available on theCompany's website www.gaekwafmills.CQrn
The term of existing Statutory Auditor M/s M. D. Pandya& Associates (Reg. No.107325 W) Chartered Accountants Mumbai is expiring in the ensuing Annual GeneralMeeting.
Pursuant to the provisions of Section 139(2) 142 and other applicable provisions ifany of the Companies Act 2013 and the Rules framed thereunder as amended from time totime M/s. Mayur Mahesh & Co. (Firm Registration No. 117604W) Chartered AccountantMumbai being eligible pursuant to Section 141 and consented to be the auditor is beingrecommended to be appointed as a Statutory Auditor of the Company for a term of five (5)consecutive years to hold office from the conclusion of this Annual General Meeting (AGM)till the conclusion of the 93 AGM of the Company to be held in the year 2022(subject to ratification of their appointment at every AGM)
STATUTORY AUDITORS' OBSERVATIONS:
There are no qualifications reservations or adverse remarks or disclaimers made by M/sM. D.PandyaS Associates StatutoryAuditors in their report
In terms of the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014-the Board hadappointed M/s. Anish GuptaS Associates Company Secretaries Mumbai as Secretarial Auditorfor conducting Secretarial Audit of your Company for the financial year 31.3.2017. Thereport of the Secretarial Auditor is annexed herewith as "Annexure [A]"
SECRETARIAL AUDITORS' OBSERVATIONS& COMMENTS FROM BOARD: REMARKS OF THE SECRETARIALAUDITOR
(I) The company has not appointed Key Managerial Personnel as required under section203 of Companies Act 2013 and rules made thereunder during the year 2016-17 except theappointment of 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 has not applied for the connectivity from the CDSL/NSDL to provideD-mat facilities to its shareholders as required under the regulation 31(2) of SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015.
(4) 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 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
(5) The Company has delayed in payment of interest to the Debenture Holders during theperiod under review falling under section 164(2) of the Companies Act 2013.
COMMENTS FROM THE MANAGEMENT
1. As the Company has not commenced any activity and has very limited resourcesit has not been possible to employ KMP as required under section 203 of the Companies Act2013 and rules made thereunder. The Board will take steps to recruit these personnel atthe time of commencement of commercial activity.
2. The Company is in process for dematerialisation of Promoters shareholding asper regulation 31(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015.
3. The Company has made application with NSDL (National Securities DepositoryLtd) and CDSL (Central Depository Services Ltd). The Company has received approval fromNSDL and approval from CDSL is awaited. The ISIN No. of the Company is INE837X01019.
4. The Company regularly update its website but due to some issue with thewebsite developer currents information and documents are not updated. The Directors havetaken the note of the same and will do the compliance at the earliest.
5. Due to some sever Financial Crisis Company has delayed in payment ofDebenture Interest.
EXTRACT OF ANNUAL RETURN:
In terms of the provisions of Section 92 (3) of the Act read with the Companies(Management and Administration) Rules 2014 an extract of the Annual Return of yourCompany for the financial year ended 31"March 2017 is given in Annexure [B]
There were no material changes and commitments affecting the financial positionof your Company 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 Instder Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Company is in process to adopt the Code of Conduct for prevention of Insider Trading.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company and other interested parties at all levels for their continuous co-operationand assistance.
| || ||By Order of the Board of Directors |
| || ||ForGaekwar Mills Limited |
| ||Shweta Parekh ||RatanKaranjia |
|Place: Mumbai ||Director ||Director |
|Date: 14.08.2017 ||(DIN No: 03287393) ||(DIN No: 00033108) |