To The Members
Your Directors are pleased to present the Eighty Ninth Annual Report on the businessand operations of the Company and the audited accounts for the year ended on March 312018.
First year of implementation of Indian Accounting Standards (Ind AS):
This is the first year of implementation of the Indian Accounting Standards (Ind AS).The standalone financial statements for the year ended March 31 2018 have been preparedin accordance with the Indian Accounting Standards (Ind AS) notified under section 133 ofthe Companies Act 2013 read with Companies (Accounts) Rules 2014. The financialstatements for the year ended March 31 2017 have been restated in accordance with Ind ASfor comparative information.
|Particulars ||For the Year end on 31.03.2018 ||For the Year ended on 31.03.2017 |
|Total Income ||3707202 ||6010201 |
|Total Expenditure ||42677425 ||41799959 |
|Profit/(Loss) before taxation ||(38970223) ||(35789758) |
|Provision for Tax ||- ||- |
|Profit / (Loss) after tax (A) ||(38970223) ||(35789758) |
|Other Comprehensive Income ||- ||- |
|Profit / (Loss) after Other Comprehensive ||- ||- |
|Income (B) || || |
|Profit / (Loss) for the period (A+B) ||(38970223) ||(35789758) |
The Company has not transferred any amount in the General Reserves during the periodunder review.
YEAR IN REVIEW:
The Company incurred loss of Rs. 389.70 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 has awarded contracts for reconstruction and repair ofcompound wall as per new boundaries which is being approved by Bilimora Nagarpalika.
CHANGE IN TERMS AND CONDITION OF DEBENTURES
The Management of the Company has changed the terms and condition of theNon-Convertible Debentures issued under the Scheme of Compromise/Arrangement sanctioned bythe Hon. Bombay High Court passed in 2009. The approval of the Debenture holders isreceived on 30th May 2017.Thecompany has provided for the provision of premiumon redemption of debentures in the Balance Sheet for the year ended 31st March2017
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. b. Appeal no 212 of 2017 is alsopending before the Hon. Division bench of Bombay High Court which and is yet to admitted Anotice of motion has also been filed in the said appeal for grant of interim / ad-interimreliefs the same is also pending for admission. c. A Special Civil Application has alsobeen filed before the Hon. Gujarat high Court against the Company and the same is alsopending for admission.
Other than the above matters no significant or material orders have been passed by anyregulators or courts or tribunals against the Company during the year 2017-18.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments have occurred subsequent to the close of FY 2017-18till date of this report.
The Directors do not recommend any dividend for the financial year 2017-18 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.
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.
Upto the end of the Financial Year 2017-18 he Authorised and Paid up Share Capital ofthe Company was Rs. 20000000/- divided into 200000 Equity Shares of Rs. 100/- each.
On 1st June 2018 the par value of the share was sub-divided from Rs 100/- toRs 10/- and accordingly there are now 200000 Equity Shares 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 AND ANALYSIS:
Management Discussion and Analysis forms a part of this Annual Report and is annexed tothis as "Annexure C"
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.
The Company has sub-divided the face value of Equity Shares from Rs. 100/- to Rs. 10/-each approved on 1st June 2018. The new ISIN No. of the Company isINE837X01027.
Shareholders who wish to apply for dematerialization of their physical shares cancontact the Registrar and Transfer Agent at below address:
M/s. Link Intime India Pvt. Ltd
Address:C 101 247 Park L B S Marg Vikhroli West Mumbai 400 083. Email:email@example.com 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 Absorptionmeasures: - 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 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 2017-18:
|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. |
|Rajen Doshi ||N.A. ||N.A. |
|Girish Shah ||N.A. ||N.A. |
|Shweta Parekh ||N.A. ||N.A. |
|Vaishali Rathod ||N.A. ||N.A. |
2. The percentage increase in the median remuneration of employees in the financialyear ended March 31 2018: 0%
3. The number of permanent employees on the rolls of the Company: 1
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:-
Average percentage increase made in the salaries of employees other than the managerialpersonnel in the last financial year i.e. 2017-18 was 0% whereas the increase in themanagerial remuneration for the same financial year was Nil%.
The increment given to each individual employee is based on the employees' potentialexperience as also their performance and contribution to the Company's progress over aperiod of time and also as per the market trend.
5. Affirmation that the remuneration is as per the remuneration policy of theCompany:
Remuneration to Directors Key Managerial Personnel and other employees is as per theremuneration policy of 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 2017-18 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 2017-18 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 THEIR ADEQUACY:
The Company has an adequate system of internal controls commensurate with the size andthe limited nature of its business activities.
DIRECTORSf 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 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. iii.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.
Mr. Homi Mehta retired from the Board on 26th September 2017.
In accordance with the provisions of the Companies Act 2013 Ms. Shweta Parekh(DIN:03287393) retires by rotation at the ensuing AGM and being eligible offers herself forreappointment.
The Board of Directors of your Company recommends her re-appointment at the ensuingAGM.
DECLARATION BYINDEPENDENT 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 5(Five) meetings were held. The dates of the meetings are10th April 2017 30th May 2017 14th August 2017 14thNovember 2017 and 14th February 2018.
The maximum interval between any two consecutive Board Meetings did not exceed 120days.
Attendance of Directors at the Board Meeting is as under:
|Name of Director ||Category || |
No. of Meetings during
| || ||FY 2017-18 || |
| || ||Held ||Attended |
|1 Mr. Homi Mehta* ||Non - Executive ||5 ||1 |
|2 Mr. Ratan Karanjia ||Independent ||5 ||5 |
|3 Mr. Girish Shah ||Independent ||5 ||1 |
|4 Ms. Shweta Parekh ||Non-executive Director ||5 ||5 |
|5 Mr. Rajen Doshi ||Non-executive Director ||5 ||5 |
* Resigned w.e.f. 26th September 2017.
COMMITTEES OF BOARD
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 2017-18.
|Name of Directorship ||Chairman/ Member ||Category || |
No. of Meetings during FY 2017-18
| || || ||Held ||Attended |
|1 Ratan Karanjia ||Chairman ||Independent ||5 ||5 |
|2 Girish Shah ||Member ||Independent ||5 ||1 |
|3 Rajen Doshi ||Member ||Non- executivec Director ||5 ||5 |
During the Financial Year 2017-18 5 Meetings were held on 10th April 201730th May 2017 14thAugust 2017 14thNovember 2017 and 14thFebruary2018.
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 2017-18 is below:
|Name of Directorship ||Chairman/ Member ||Category || |
No. of Meetings during FY 2017-18
| || || ||Held ||Attended |
|1 Ratan Karanjia ||Chairman ||Independent ||1 ||1 |
|2 Girish Shah ||Member ||Independent ||1 ||1 |
|3 Shweta Parekh ||Member ||Non-executive Director ||1 ||1 |
|4 Rajen Doshi ||Member ||Non-executive Director ||1 ||1 |
During the Financial Year 2017-18 1 Meeting was held on 30th May 2017.
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 2017-18 is below:
|Name of Directorship ||Chairman/ Member ||Category ||No. of Meetings during FY 2017-18 |
| || || ||Held ||Attended |
|1 Ratan Karanjia ||Chairman ||Independent ||4 ||4 |
|2 Girish Shah ||Member ||Independent ||4 ||1 |
|3 Shweta Parekh ||Member ||Non- executive Director ||4 ||4 |
|4 Rajen Doshi ||Member ||Non- executive ||4 ||4 |
During the Financial Year 2017-18 4 Meetings were held on 30th May 2017 14thAugust 2017 14th November 2017 and 14th February 2018.
The necessary quorum was present for all the meetings
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 commencement of commercial activity.
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for
(a) adequate safeguards against victimization of persons who use theVigil Mechanism; and
(b) direct access to theChairperson of the Audit Committee of the Boardof Directors of the Company in appropriateor exceptional cases. Details of theVigil Mechanism policy are made available on the Company's website www.gaekwarmills.com
Pursuant to the provisions of Section 139(2) and Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended 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 September2017 for a term of five (5) consecutive years to hold office from the conclusion of theAnnual General 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 31.3.2019.The Ministry of Corporate Affairs vide its Notification dated 7thMay 2018 has dispensed with the requirement of ratification of Auditor's appointment bythe shareholders every year. Hence the resolution relating to ratification of Auditor'sappointment is not included in the Notice of the ensuing Annual General Meeting.
STATUTORY AUDITORSf OBSERVATIONS:
There are no qualifications reservations or adverse remarks or disclaimers made by M/sMayur Mahesh Shah & Co Statutory Auditors 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 Gupta& Associates Company Secretaries Mumbai as SecretarialAuditor for conducting Secretarial Audit of your Company for the financial year 31.3.2018.The report of the Secretarial
Auditor is annexed herewith as "Annexure [A]"
SECRETARIAL AUDITORS OBSERVATIONS & COMMENTS FROM BOARD:
REMARKS OF THE SECRETARIAL AUDITOR
(1) The company has not appointed Key Managerial Personnel as required under section203 of Companies Act 2013 and rules made thereunder during the year 2017-18 in respect ofappointment of Managing Director or CEO or Manager or Whole Time Director and ChiefFinancial Officer. (2) The company has not complied with the regulation 31(2) of SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 according to which 100%shareholding of promoters shall be in Dematerialized Form. (3) The Company is required toupdate its the website in respect of the information and documents as required to beupdated under the various provisions of the Companies Act and Regulation 30(8) and 46 ofSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
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 to dematerialize the 100% shareholding ofPromoters.
3. The Company regularly update its website but due to some issue with thewebsite developer current information and documents are not updated. The Directors havetaken the note of the same and will do the compliance at the earliest.
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 31stMarch 2018 is given in Annexure[B]
There were no material changes and commitments affecting the financial position ofyour Company between end of the financial year and the date of this report. YourCompany has not issued any shares with differential voting. There was no revision inthe 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 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 For Gaekwar Mills Limited
| ||Shweta Parekh ||Ratan ||Karanjia |
|Place: Mumbai ||Director || ||Director |
|Date: 14.08.2018 ||(DIN No: 03287393) || |
(DIN No: 00033108)