GBL Industries Ltd.
|BSE: 539009||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE003Q01012|
|BSE 00:00 | 13 Jun||GBL Industries Ltd|
|NSE 05:30 | 01 Jan||GBL Industries Ltd|
|BSE: 539009||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE003Q01012|
|BSE 00:00 | 13 Jun||GBL Industries Ltd|
|NSE 05:30 | 01 Jan||GBL Industries Ltd|
GBL INDUSTRIES LIMITED Ahmedabad
Your Directors have great pleasure in presenting the 34thAnnual Report onbusiness and operation of the Company and Standalone and Consolidated Audited Accounts forthe financial year ended March 31 2020.
During the year under review the revenue from operations of the Company for thefinancial year 2019-2020 decreased to nil compared to Rs.2521.29 Lakh in the previousfinancial year 2018-19. Your Company has earned Profit/Loss after tax of Rs. -13.67 Lakhagainst Rs. 28.15 Lakh in the previous year.
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 TORESERVES:
The Board of Directors has not recommended transfer of any amount to reserves duringthe year under review
4. SHARE CAPITAL:
During Financial Year 2020 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 2020 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:
There are no subsidiary associate companies or joint venture companies within themeaning of Section 2(6) of the Companies Act 2013 ("Act"). There has been nomaterial change in the nature of the business of the subsidiary.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company comprises of Four Directors of which one isExecutive Director one Non-executive Woman Director and two Independent Directors.Theconstitution of the Board of Directors of the Company is in accordance with Section149 ofthe Companies Act 2013 and Regulation 17 of the Listing Regulations as amendedfrom timeto time.
Directors retiring by rotation:
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Nisha Soni Director of the Company liable to retire by rotation at theensuing Annual General Meeting and being eligible have offered himself for re-appointment.The Board of Directors recommend his re-appointment and the matter is being placed forseeking approval of members at the ensuing Annual General Meeting of the Company.
Mrs. Nisha Ritesh Soni and Mr. Kaiwalya Soni non executive Directors of the Companyappointed as additional Directors of the Company w.e.f. 8thApril 2019 and Mr.Rushabh Nitin Gandhi and Mrs. Parulben Kailaspuri Goswami are appointed as Non executiveIndependent Directors of the Company w.e.f. 10thMay 2019 and regularized in 33rdAGM.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 appointment is approvedby shareholders in 33rd AGM held on 28.09.2019 for a term of five consecutiveyears.
-Mrs. Nisha Soni is regularized as Director of the Company at the 33rdAnnualGeneral Meeting of the Company held on 28.09.2019.
-Mr. Rushabh Nitin Gandhi and Mrs. Parulben Kailaspuri Goswami are regularized asDirector of the Company at the 33rd Annual General Meeting of the Company held on28.09.2019.
-Mr. Karan Parikh was appointed as an Additional Director of the Company w.e.f. 30thApril 2019 and Managing Director of the Company w.e.f 10 th May 2019 which was approvedby members at the 33 rd Annual General Meeting of the Company held on 28.09.2019.
-Mrs. Shilpa Kamleshbhai Solanki and Mr. Piyush Jayantilal Shah have resigned from thedirectorship of the Company w.e.f. 8thApril 2019.
-Mr. Dhiral Dave Mr. Shailesh Prajapati and Mr. Kaiwalya Soni have resigned from thedirectorship of the Company w.e.f. 10thMay 2019.
-Mr. Vijay Mehta has resigned from the post of Managing Director w.e.f. 10thMay2019 and resigned from the directorship of the Company w.e.f 15th October2019.
Key managerial Personnel
Mr. Vijay Pravinchandra Mehta is appointed as a Director and Managing Director of theCompany. The appointment was approved by the members of the Company vide Postal Ballotconcluded on 19thApril 2019.
-Mr. Shailesh Prajapati has resigned from the post of CFO (Chief Financial Officer) ofthe Company w.e.f. 10thMay 2019 and Mr. Kaiwalya Ritesh Soni is appointed asCFO (Chief Financial 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. 10thMay 2019.
- Ms. Kiran Nitesh Prajapati has resigned from the post of Company secretary of theCompany w.e.f. 2ndJuly 2019.
7. CHANGE IN THE NATURE OF THE BUSINESS:
During the year under review there was no change in the nature of the business of theCompany. The Company continues to operate in the same businessline.
8. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:
The appointment is made pursuant an established procedure which includes assessment ofmanagerial skills professional behavior technical skills and other requirements as maybe required and shall take into consideration recommendation if any received from anymember of the Board.
9. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
During the year the Company amended the Insider Trading Policy in line with the SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018. The Corporate Policy onInvestor Relations was amended to make generic language updates. The amended policy isavailable on our website www.gujaratbitumen.com.
10. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls to support thepreparation of the financial statements.
11. NUMBER OF MEETINGS OF THE BOARD:
During the year under review Board of Directors duly met 9 (Nine) times.
Details of Board Meetings for the year under review are tabulated hereunder:
*Mr. Piyush Shah and Mrs. Shilpa Solanki have resigned from the directorship of theCompany w.e.f.08.04.2019.
**Mr. Kaiwalya Soni and Mrs. Nisha Soni are appointed as Additional Directors ofthe Company w.e.f. 08.04.2019 and Mr. Kaiwalya Soni has resigned from the Directorship ofthe w.e.f.10.05.2019. ***Mr. Shailesh Prajapati and Mr. Dhiral Dave have resignedfrom the directorship of the Company w.e.f.10.05.2019. ****Mr. Rushabh Gandhi andMrs. Parul Goswami are appointed as additional Directors of the Company and Mr. KaranParikh is appointed as Managing Director of the Company w.e.f. 10.05.2019 ***** Mr.Vijay Mehta has resigned from the Directorship of the Company w.e.f. 15.10.2019.
12. 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.
13. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return as on 31st March 2020 inForm MGT 9 in accordance with Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure- I"to this Report.
14. FORMAL ANNUAL EVALUATION:
The Board of Directors is committed to get carried out an annual evaluation of its ownperformance board committees and individual Directors pursuant to applicable provisionsof the Companies Act 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015. Performance evaluation of Independent Directors was carried out by theentire board excluding the Independent Director being evaluated. Based on the criteriathe exercise of evaluation was carried out through the structured process covering variousaspects of the Board functioning such as composition of the Board and committeesexperience & expertise performance of specific duties & obligations attendancecontribution at meetings etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director.
15. 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
16. MEETING OF INDEPENDENT DIRECTORS:
During the year under review the Independent Directors met on 22ndFebruary 2020 inter alia to discuss:
Review of the performance of the Non- Independent Directors and the Board ofDirectors as awhole.
Review of the Chairman of the Company taking into the account of the views ofthe Executive and Non- ExecutiveDirectors.
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 itsduties.
All the Independent Directors were present in the meeting.
17. 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 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures ifany;
(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 2020 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 concernbasis;
(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operatingeffectively.
(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operatingeffectively.
18. COMMITTEE OF THE BOARD:
In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees inplace:
2. Nomination and RemunerationCommittee
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 indetail:
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 2019-2020 5 meeting of Audit Committee were held on30.05.2019 14.08.2019 02.09.2019 14.11.2019 and 14.02.2020.
The Composition of Audit Committee and the details of meetings attended by the membersduring the year are given below:
*Mr. Piyush Shah and Mrs. Shilpa Solanki have resigned from the directorship of theCompany w.e.f. 08.04.2019 and cease to be member of Committee. Mr. Vijay Mehta and Mrs.Nisha Soni became members of the Audit Committee.
** Mr. Rushabh Gandhi and Mrs. Parul Goswami are appointed as Independent Directors ofthe Company w.e.f. 10.05.2019 and are became members of the Audit Committee. Mr. VijayMehta has resigned from the Committee.
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 2019-2020 4 meeting of Nomination and Remuneration Committeewere held on 08.04.2019 30.04.2019 10.05.2019 and 02.09.2019.
The Composition of Nomination and Remuneration Committee and the details of meetingsattended by the members during the year are given below:
*Mr. Dhiral Dave has resigned w.e.f. 10.05.2019 and Mr. Rushabh Gandhi became Chairmanof the Committee.
**Mrs. Shilpa Solanki has resigned from the directorship of the company w.e.f.08.04.2019 and Mrs. Nisha Soni is appointed. Mr. Vijay Mehta and Mrs. Nisha Soni becamemembers of Committee w.e.f. 08.04.2019
***Mrs. Parul Goswami became member of the committee in place of Mr. Vijay Mehtaw.e.f.10.05.2019.
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 2019-2020 1 meeting of Stakeholders Committee was held on14.08.2019
Composition of Stakeholders Committee and the details of meetings attended by themembers during the year are given below:
* Mrs. Shilpa Solanki and Mr. Piyush Shah have resigned w.e.f. 08.04.2019 and Mr. VijayMehta and Mrs. Nisha Soni became members of the Committee. Mr. Dhiral Dave became Chairmanof the Committee.
**Mr. Vijay Mehta and Mr. Dhiral Dave have resigned w.e.f. 10.05.2019 and Mr. RushabhGandhi and Mrs. Parul Goswami became member and Chairman of the Committee respectively.
19. RECOMMENDATIONS OF AUDIT COMMITTEE:
All the recommendations made by the Audit Committee were accepted by the Board.
20. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:
TheCompany has in place a process for familiarization of newly appointed directors withrespect to their respective duties and departments. Detailed Familiarization Programme areavailable on the Company's website i.e.www.gujaratbitumen.com
21. 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.
22. PUBLIC DEPOSITS:
Your Company has not accepted deposit from public during the year and there was nodeposit outstanding on 31st March 2020.
23. 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).
24. 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.
25. 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 financialyear;
b. Listed entity which has listed its specified securities on the SMEExchange.
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 2019-2020.
26. 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.
27. 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 1stMay2019.
28. 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 AnnualReport.
29. REPORTING OF FRAUDS BY AUDITORS:
During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee under Section143(12) of the Companies Act 2013
30. STATUTORY AUDITORS AND AUDITOR'S REPORT:
M/s. Pragnesh Thakkar & Associates Chartered Accountants Ahmedabad wereappointed as the statutory auditors of the Company at the 33rd Annual GeneralMeeting of the Company held in the year 2019 and shall hold office from the conclusion of33rd Annual General Meeting to the conclusion of the 38th Annual GeneralMeeting of the Company to be held in 2024.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
31. INTERNAL AUDITOR:
The Company has not appointed Internal Auditor. The Company is in process ofappointment of internal Auditor.
32. 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. Alpana Sethia Practicing Company Secretaryto undertake the secretarial audit of the Company. Secretarial Audit Report for the year2019-2020 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 underreview.
Company has not appointed New Company Secretary after resignation of CompanySecretary
Explanation: Company is in process of appointment of internal auditor and CompanySecretary.
33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION &REDRESSAL) ACT2013:
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 itsemployees.
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.
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYFROM END OF FINANCIAL YEAR TILL DATE OF REPORT:
Apart from changes as mentioned above Bombay Stock Exchange Limited has levied penaltyfor non-compliance with regulations 6(1) of SEBI (LODR) Regulation 2015 for the Quarterended on March2020 Rs. 106200/- June2020 Rs. 107380/- and September 2020 Rs. 107380/-bythe stock exchange.
35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSANDOUTGO:
A. Conservation ofEnergy:
The Company consumes minor power and hence no details are required to be disclosed.
B. Technology Absorption
C. Foreign Exchange Earning & OutGo:
36. 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.
37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION188:
During the year there is no contracts or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013.
38. COMPANY AFFIRMATION OF READINESS TOWARDS COVID-19:
India is going through a tough phase of a global pandemic Novel Coronavirus disease(COVID19). The Indian government is taking all possible measures to keep a check on thespread of this disease within the country. Accordingly as a responsible privateestablishment your Company also took part in the mission of social distancing by:
Putting in place Work from Home Policy (WFH) for the employees of the Company;
Conduct of meetings through VC telephone computerized& other electronicmeans if any required;
Strictly adhering to the "Do's and Don'ts" advised by the PublicHealth Authorities;
Only essential staffs are being called on duty with staggered timings to befollowed in order to minimise physical interaction in the Office;
To follow other preventive measures prescribed by the local authorities fromtime to time.
39. COST AUDITORS:
The provisions of Cost Audit as prescribed under Section 148 of the Act and the rulesframed there under are not applicable to the Company.
40. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application.
41. DEMATERIALISATION OF SHARES:
The ISIN for the equity shares is INE003Q01012. As on 31st March 2020 total 5000000equity shares of the Company are listed out of 4700000 shares of the Company aredematerialized and 300000 shares are held in physical form.
42. POLICIES AND CODES OF THE COMPANY:
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMENATWORKPLACE:
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 OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:
Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements. The Policy on Code of Conduct forDirector and Senior Management has been available on the website of theCompanywww.gujaratbitumen.com.
43. INSIDER TRADING REGULATIONS:
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The Company also adopts the conceptof Trading Window Closure to prevent its Directors Officers designated employees andother employees from trading in the securities of the Company at the time when there isunpublished price sensitive information.
44. 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) Rules2014.
(B) ISSUE OF SWEAT EQUITYSHARES:
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) Rules2014.
(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)Rules2014.
45. DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LODR) REGULATIONS2015:
Your Company does not have any Unclaimed Shares issued in physical form pursuant toPublic Issue / Rights Issue.
46. 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.
47. 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].
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.