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GBL Industries Ltd.

BSE: 539009 Sector: Industrials
NSE: N.A. ISIN Code: INE003Q01012
BSE 00:00 | 02 Mar 0.90 0.04
(4.65%)
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0.90

HIGH

0.90

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0.86

NSE 05:30 | 01 Jan GBL Industries Ltd
OPEN 0.90
PREVIOUS CLOSE 0.86
VOLUME 6603
52-Week high 2.58
52-Week low 0.19
P/E 7.50
Mkt Cap.(Rs cr) 0
Buy Price 0.90
Buy Qty 2286.00
Sell Price 0.90
Sell Qty 296.00
OPEN 0.90
CLOSE 0.86
VOLUME 6603
52-Week high 2.58
52-Week low 0.19
P/E 7.50
Mkt Cap.(Rs cr) 0
Buy Price 0.90
Buy Qty 2286.00
Sell Price 0.90
Sell Qty 296.00

GBL Industries Ltd. (GBLINDUSTRIES) - Director Report

Company director report

To

The Members

GBL INDUSTRIES LIMITED

Ahmedabad

Your Directors have great pleasure in presenting the 33rd Annual Report on business andoperation of the Company and Standalone and Consolidated Audited Accounts for thefinancial year ended March 31 2019.

FINANCIAL RESULTS:

(Rs. In Lakh)
PARTICULARS Financial Year Ended Financial Year Ended
2018-19 2017-18
Revenue From Operations 2521.29 1687.42
Other Income 2.36 14.60
Total Revenue 2523.65 1702.02
Profit Before Finance Cost and Depreciation 30.09 35.01
Finance Cost 0.15 12.48
Depreciation 3.75 3.39
Profit Before Tax 26.19 19.14
Tax Expenses
Current Tax 13.50 5.75
Deferred Tax 0.54 0.70
Net Profit for the Year 28.15 12.69

1. OPERATIONS:

During the year under review the revenue from operations of the Company for thefinancial year 2018-2019 increased to Rs.2521.29 Lakh as compared to Rs.1687.42 Lakh inthe previous financial year 2017-18. Your Company has earned Profit after tax of Rs. 28.15Lakh against Rs. 12.69 Lakh in the previous year.

2. DIVIDEND

With a view to conserve resources for expansion of business your Directors havethought it prudent not to recommend any dividend for the financial year under review.

3. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount to reserves duringthe year under review

4. SHARE CAPITAL:

During Financial Year 2019 there was no change in the authorised and paid-up sharecapital of the Company. The authorised and Paid up share Capital of the Company as onMarch 31 2019 is Rs. 500 Lakh respectively.

The Company has neither issued any shares with differential rights as to dividendvoting or otherwise nor issued any sweat equity shares during the year under review.

5. SUBSIDIARY COMPANY:

The company has divested 100% (160000 Equity shares) Equity Stake in "RahulPapers India Private Limited" ("the Subsidiary Company") as on 28thSeptember 2018. Now there is no subsidiary as on March 31 2019.

There are no associate companies or joint venture companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiary.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of seven Directors of which three areExecutive Directors one Non-executive Woman Director and three Independent Directors(including a Woman Director).The constitution of the Board of Directors of the Company isin accordance with Section 149 of the Companies Act 2013 and Regulation 17 of the ListingRegulations as amended from time to time.

Directors retiring by rotation:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Vijay Mehta Managing Director of the Company liable to retire by rotationat the ensuing Annual General Meeting and being eligible have offered himself forre-appointment. The Board of Directors recommend his re-appointment and the matter isbeing placed for seeking approval of members at the ensuing Annual General Meeting of theCompany.

Appointment

Mr. Piyush Jayantilal Shah was appointed as as Non executive Independent Directors ofthe Company w.e.f. 31st July 2018.

Mrs. Nisha Ritesh Soni and Mr. Kaiwalya Soni non executive Directors of the Companyappointed as additional Directors of the Company w.e.f. 8th April 2019 and Mr. RushabhNitin Gandhi and Mrs. Parulben Kailaspuri Goswami are appointed as Non executiveIndependent Directors of the Company w.e.f. 10th May 2019 up to date of subsequent AGM.As per requirements of provisions of the Companies Act 2013 and rule made there underthe Independent Directors are not liable to retire by rotation and are required to beappointed by shareholders. Therefore it is proposed to appoint Mr. Rushabh Nitin Gandhiand Mrs. Parulben Kailaspuri Goswami as non Executive independent Directors for a term offive consecutive years.

-Mrs. Nisha Soni is proposed to regularize as Director of the Company at the ensuingAnnual General Meeting of the Company.

-Mr. Karan Parikh was appointed as a Director of the Company w.e.f. 30th April 2019subject to approval by members at the ensuing Annual General Meeting of the Company.

Resignation

-Mr. Naresh Chiplunkar and Mr. Parimal Patwa have resigned from the directorship of theCompany w.e.f. 31st July 2018.

-Mrs. Shilpa Kamleshbhai Solanki and Mr. Piyush Jayantilal Shah have resigned from thedirectorship of the Company w.e.f. 8th April 2019.

-Mr. Dhiral Dave Mr. Shailesh Prajapati and Mr. Kaiwalya Soni have resigned from thedirectorship of the Company w.e.f. 10th May 2019.

-Mr. Vijay Mehta has resigned from the post of Managing Director w.e.f. 10th May 2019but continued to be as a Director of the Company.

Key managerial Personnel

-Mr. Shailesh Harivadan Prajapati has resigned from the post of Managing Director ofthe Company w.e.f. 18th December 2018. Mr. Vijay Pravinchandra Mehta is appointed as aDirector and Managing Director of the Company. The appointment was approved by the membersof the Company vide Postal Ballot concluded on 19th April 2019.

-Mr. Shailesh Prajapati has resigned from the post of CFO (Chief Financial Officer) ofthe Company w.e.f. 10th May 2019 and Mr. Kaiwalya Ritesh Soni is appointed as CFO (ChiefFinancial Officer) of the Company.

-Mr. Karan Dharmendrabhai Parikh is appointed as Managing Director of the Company inplace of Mr. Vijay Pravinchandra Mehta w.e.f. 10th May 2019.

- Ms. Kiran Nitesh Prajapati has resigned from the post of Company secretary of theCompany w.e.f. 2nd July 2019.

7. APPROVAL OF RECLASSIFICATION OF PROMOTER AND PROMOTER GROUP TO PUBLIC:

The Company has received approval as on 21st November 2018 from the stock exchange BSELtd for reclassification of the following promoter Shareholders as public Shareholdersunder the provisions of Regulations 31A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Sr. No. Name of Shareholders
1. Mohan Laxmandas Punjabi
2. Parimal Suryakant Patwa
3. Jyoti Dhirajlal Shah
4 Kirit Suryakant Patwa
5 Usha Dhirajlal Shah
6 Nimit Jayendra Shah
7 Mita Kiran Patwa
8 Reshma Gautam Shah
9 Rajvi Jayendra Shah
10 Prakash Kantilal Shah
11 Rekha Parimal Patwa
12 Amita Kirit Patwa

8. NUMBER OF MEETINGS OF THE BOARD:

During the year under review Board of Directors duly met 13 (Thirteen) times. Detailsof Board Meetings for the year under review are tabulated hereunder:

Sr No. Date of Board Meetings Mayan k Agarw al* Parimal Patwa** Naresh Chiplunkar ** Shilpa Solanki Dhiral Dave Shailes h Prajap ati* Piyush Shah Vijay Mehta****
1 30.05.2018 / / / / / - - -
2 13.06.2018 - / / / - - - -
3 31.07.2018 - - - / / / - -
4 14.08.2018 - - - / / / / -
5 01.09.2018 - - - / / / / -
6 28.09.2018 - - - / / / / -
7 14.11.2018 - - - Absent / / / -
8 18.12.2018 - - - Absent / / / -
9 12.01.2019 - - - Absent / / / /
10 19.01.2019 - - - Absent / / / /
11 14.02.2019 - - - Absent / / / /
12 15.03.2019 - - - Absent / / / /
13 28.03.2019 - - - Absent / / / /

***Mr. Shailesh Prajapati is appointed as a Managing Director in place of Mr.Mayank Agarwal of the Company w.e.f. 13.06.2018.

**Mr. Parimal Patwa and Mr. Naresh Chiplunkar have resigned from the directorship ofthe Company.

***Mr. Vijay Mehta is appointed as a Managing Director in place of Mr. ShaileshPrajapati w.e.f. 18.12.2018 but he has continued as Director of the Company.

9. DECLARATION BY INDEPENDENT DIRECTOR(S):

In accordance with Section 149(7) of the Companies Act 2013 as amended eachIndependent Director of the Company has given written declaration confirming that he/shemeets the criteria of independence as stipulated under Section 149(6) of the CompaniesAct 2013.

10. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31st March 2019 inForm MGT - 9 in accordance with Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out herewith as " Annexure-I" to this Report.

11. 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 on January 5 2017. The performance of the board was evaluated bythe board after seeking inputs from all the directors on the basis of criteria such as theboard composition and structure effectiveness of board processes information andfunctioning 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 committeeseffectiveness of committee meetings etc. In a separate meeting of independent directorsperformance of non-independent directors the Chairman of the Company and the board as awhole was evaluated taking into account the views of executive directors andnon-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

12. REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and senior managementemployees details of the same are given in the website of the Companywww.gujaratbitumen.com

13. MEETING OF INDEPENDENT DIRECTORS:

During the year under review the Independent Directors met on 29 th March 2019 interalia to discuss:

• Review of the performance of the Non- Independent Directors and the Board ofDirectors as a whole.

• Review of the Chairman of the Company taking into the account of the views ofthe Executive and Non- Executive Directors.

• Assess the quality content and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present in the meeting.

14. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate:

(a) that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2019 and of the profit of the Company for the year ended onthat date;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

15. COMMITTEE OF THE BOARD:

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Committee

During the year your Directors have constituted or reconstituted wherever requiredthe following committees of the Board is in accordance with the requirements of theCompanies Act 2013. The Composition terms of reference and other details of all Boardlevel committees have been elaborated in detail:

AUDIT COMMITTEE:

The Audit Committee comprises of executive and non executive Independent Director asits Member. The Chairman of the committee is Independent Director.

During the Financial year 2018-2019 6 meeting of Audit Committee were held on30.05.2018 14.08.2018 14.11.2018 19.01.2019 14.02.2019 and 15.03.2019.

The Composition of Audit Committee and the details of meetings attended by the membersduring the year are given below:

Sr. No. Name of the Director Status Nature of Directorship No. of Meeting Meeting Attended
1. Mr. Naresh Dattaram Chiplunkar* Chairman Independent Director 6 1
2. Mr. Parimal Suryakant Patwa* Member Executive Director 6 1
3. Mr. Dhiral Dave Member Independent Director 6 6
4. Mr. Piyush Shah** Member Independent Director 6 5
5. Mrs. Shilpa Solanki Member Independent Director 6 1

*Mr. Naresh Dattaram Chiplunkar and Mr. Parimal Suryakant Patwa have resigned from theDirectorship of the Company w.e.f. 31st July 2018.

** Mr. Piyush Shah is appointed as a Non-Executive Independent Director w.e.f. 31stJuly 2018 and became the member of the Committee on 14th August 2018.

The Members of the Audit Committee are financially literate and have requisiteaccounting and financial management expertise. During the year under review all therecommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three non-executive Directors as its members. The Chairmanof the Committee is an Independent Director.

During the Financial year 2018-2019 5 meeting of Nomination and Remuneration Committeewere held on 13.06.2018 31.07.2018 01.09.2018 18.12.2018 and 15.03.2019

The Composition of Nomination and Remuneration Committee and the details of meetingsattended by the members during the year are given below:

Sr. No. Name of the Director Status Nature of Directorship No. of Meeting Meeting Attended
1. Mr. Naresh Dattaram Chiplunkar* Chairman Independent Director 5 1
2. Mr. Parimal Suryakant Patwa* Member Executive Director 5 1
3. Mrs. Dhiral Dave** Chairman Independent Director 5 4
4. Mrs. Shilpa Solanki Member Independent Director 5 2
5. Mr. Shailesh Prajapati member Executive Director 5 4

*Mr. Naresh Dattaram Chiplunkar and Mr. Parimal Patwa have resigned from theDirectorship of the Company w.e.f. 31st July 2018.

** Mr. Dhiral Dave is appointed as a chairman of the Committee w.e.f. 31st July 2018.

STAKEHOLDERS COMMITTEE:

The Stakeholders Committee comprises of executive and non executive IndependentDirector as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2018-2019 5 meeting of Stakeholders Committee were held on30.05.2018 14.08.2018 14.11.2018 06.02.2019 14.02.2019.

The Composition of Stakeholders Committee and the details of meetings attended by themembers during the year are given below:

Sr. No. Name of the Director Status Nature of Directorship No. of Meeting Meeting Attended
1. Mr. Naresh Dattaram Chiplunkar* Chairman Independent Director 5 1
2. Mr. Parimal Suryakant Patwa* Member Executive Director 5 1
3. Mrs. Shilpa Solanki Member Independent Director 5 1
4. Mr. Dhiral Dave Member Independent Director 5 5
5. Mr. Piyush Shah Chairman Independent Director 5 4

* Mr. Naresh Dattaram Chiplunkar and Mr. Parimal Suryakant Patwa have resigned from theDirectorship of the Company w.e.f. 31st July 2018.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders passed by the regulators courts ortribunals having an impact on the future operations of the Company or its going concernstatus.

17. PUBLIC DEPOSITS:

Your Company has not accepted deposit from public during the year and there was nodeposit outstanding on 31st March 2019.

18. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

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

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal Controls which providereasonable assurance regarding reliability of financial reporting and preparation offinancial statements. The Company also ensures that internal controls are operatingeffectively.

20. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation the Compliance with the CorporateGovernance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Networth not exceeding Rs. 25 crore as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (a); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it does not formthe part of the Annual Report for the financial year 2018-2019.

21. 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.

22. REGISTERED OFFICE OF THE COMPANY:

The Company Registered office is shifted from "F-901 Titanium City Centre Nr.Sachin Tower 100 Ft Road Satellite Ahmedabad-380015" to "801 SAFAL PRELUDE8th Floor B/h. Pinnacle Business Park Corporate Road Prahladnagar Ahmedabad Gujarat380015" with effect from 1st May 2019.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) (e) of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis Report is presented in a separate section as "AnnexureII" forming part of the Annual Report.

24. STATUTORY AUDITORS AND AUDITOR'S REPORT:

During the financial year M/s. Hitesh Loonia & Associates has resigned from theoffice of the Statutory Auditor of the Company w.e.f. 12.01.2019 due to pre-occupation.

Pursuant to the provisions of Sections 139 to 142 and other applicable provisions ifany of the Companies Act 2013 read with the underlying rules and on the recommendationof the Audit Committee the Board of Directors in its meeting held on 19th January 2019proposed that M/s. Akshay Mohnot & Co. Chartered Accountants Ahmedabad (FirmRegistration number: 075126) be and is hereby appointed as the statutory auditor of theCompany to fill casual vacancy caused due to the resignation of M/s. Loonia &Associates.

M/s. Akshay Mohnot & Co. Chartered Accountants are appointed as Statutory Auditorsfor conducting statutory audit of the Company for the F.Y. 2018-19 and shall hold officeupto the ensuing Annual General Meeting of the Company on a remuneration that may bedetermined by the Board of Directors in consultation with the auditor. The appointment wasapproved by the members of the Company vide Postal Ballot concluded on 19th April 2019.

In accordance with Section 139 of the Companies Act 2013 the Board of Directors attheir meeting held on September 2 2019 based on the recommendation of the AuditCommittee has recommended the appointment of M/s. Pragnesh Thakkar & AssociatesChartered Accountant Ahmedabad [Membership Number: 117831] as a Statutory Auditor of theCompany for a period of 5 consecutive years commencing from conclusion of ensuing 33rdAGM till the conclusion of 38th AGM to be held in the Year 2024 subject to approval ofthe Members of the Company.

M/s. Pragnesh Thakkar & Associates have confirmed their willingness and eligibilityfor appointment in accordance with Section 139 read with Section 141of the Act.

The Auditors Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 31 2019.

25. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethere under the Company has appointed M/s. Geeta Serwani & Associates PractisingCompany Secretary to undertake the secretarial audit of the Company. Secretarial AuditReport for the year 2018-19 in the prescribed form MR-3 is annexed to this Report as"Annexure- III".

The comments and explanation are as under:

Company has not appointed internal auditor during the year under review.

Explanation: Company is in process of appointment of internal auditor.

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

Your Company is committed to provide a work environment which ensures that every womanemployee is treated with dignity respect and equality. There is zero- tolerance towardssexual harassment and any act of sexual harassment invites serious disciplinary action.The Company has established a policy as per under Section 22 of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 against Sexual Harassmentfor its employees.

The policy allows any employee to freely report any such act and prompt action will betaken thereon.

The Policy lays down severe punishment for any such act. Further your Directors statethat during the year under review there were no cases of sexual harassment reported tothe Company.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYFROM END OF FINANCIAL YEAR TILL DATE OF REPORT:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this Report.

28. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188:

During the year there is no contracts or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013.

31. POLICIES AND CODES OF THE COMPANY:

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

Your Company has framed a Policy of Sexual Harassment of women at workplace to followgender neutral approach in handling complaints of sexual harassment. The Sexual Harassmentpolicy has been available on the website of the Company www.gujaratbitumen.com

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related Party Transaction to setout the dealing with the transaction between the Company and its related parties. ThePolicy on Materiality of Related Party Transaction has been available on the website ofthe Company www.gujaratbitumen.com.

POLICY FOR PRESERVATION OF DOCUMENTS & ARCHIVAL DOCUMENTS:

Your Company has formulated Policy for preservation of Documents and ArchivalDocuments. Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") imposed certainobligations and disclosure requirements on all listed entities pursuant to Regulation 9being to formulate and put in place a policy for preservation of documents. The same hasbeen available on the website of the Company www.gujaratbitumen.com.

PREVENTION OF INSIDER TRADING:

Pursuant to provisions of the regulations the Board has formulated and implemented aCode of Conduct to regulate monitor and report trading by employees and other connectedpersons and code of practices and procedure for fair disclosure of unpublished price

Sensitive Information. The same has been available on the website of the Companywww.gujaratbitumen.com.

POLICY AND PROCEDURES FOR INQUIRY IN CASE OF LEAK OF UPSI:

Pursuant to provisions of the regulations the Board has implemented a Policy andProcedures for inquiry in case of Leak of Unpublished Price Sensitive Information tostrengthen the internal control system to prevent leak of UPSI to restrict and prohibitthe practice of sharing of UPSI with the un-authorized person which originates fromwithin the company and which affects the market price of the Company as well as loss ofreputation and investors / financer's confidence in the company to have a uni form codeto curb the unethical practices of sharing UPSI by Insiders Employee & DesignatedPersons with any person firm Company or Body Corporate. The same has been available onthe website of the Company www.gujaratbitumen.com.

POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURES:

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Regulations") requires every Listed Company to disclose events or informationwhich in the opinion of the Board of Directors of a Company are material. Regulation 30of the Regulations mandates disclosure of all deemed material events to the StockExchanges. The same has been available on the website of the Companywww.gujaratbitumen.com.

WHISTLE BLOWER POLICY (VIGIL MECHANISM):

Your Company has revised Whistle Blower Policy to provide a framework to promoteresponsible and secure whistle blowing within the Organization. It provides guidance and aprocedural framework to directors employees customers vendors and/or third partyintermediaries wishing to raise a concern about irregularities and/or frauds and any otherwrongful conduct within the Company without fear of reprisal discrimination or adverseemployment consequences and to create the awareness amongst employees to report instanceof leak of unpublished price sensitive information. The same has been available on thewebsite of the Company www.gujaratbitumen.com.

CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the code of Conduct to maintain standard of business conductand ensure compliance with legal requirements. The Code of Conduct for Director and SeniorManagement has been available on the website of the Company www.gujaratbitumen.com

CODE OF PRACTICES AND PROCEDURES OF FAIR DISCLOSURES:

With the SEBI requirement the Company has framed a code of practices and procedures forFair Disclosure of Unpublished price Sensitive Information ("code"). The codehas been available on the website of the Company www.gujaratbitumen.com.

32. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights and hence no disclosureis required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014.

(B) ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review andhence no disclosure is required as per provisions of Section 54(1)(d) of the Act read withRule 8(13) of the Companies (Share Capital and Debenture) Rules 2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no disclosure is required as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014.

33. DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LODR) REGULATIONS. 2015:

Your Company does not have any Unclaimed Shares issued in physical form pursuant toPublic Issue / Rights Issue.

34. PARTICULARS OF EMPLOYEES:

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

35. PUBLIC DEPOSITS:

During the year under review the Company has neither accepted nor renewed any depositsfrom public within the meaning of Section 73 and 74 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014 [including any statutory modification(s) orre-enactment(s) for the time being in force].

36. APPRECIATION:

Your Directors thank the viewers suppliers bankers Financial Institutions Centraland State Governments and Shareholders for their consistent support to the Company. TheDirectors also sincerely acknowledge the significant contributions made by all theemployees for their dedicated services to the company.

Place: Ahmedabad For and On Behalf of Board of Directors of
Date: 02.09.2019 GBL INDUSTRIES LIMITED
SD/-
KARAN DHARMENDRABHAI PARIKH
CHAIRMAN/MANAGING DIRECTOR
(DIN:08427355)

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