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Ghushine Fintrrade Ocean Ltd.

BSE: 539864 Sector: Others
NSE: N.A. ISIN Code: INE009U01011
BSE 05:30 | 01 Jan Ghushine Fintrrade Ocean Ltd
NSE 05:30 | 01 Jan Ghushine Fintrrade Ocean Ltd

Ghushine Fintrrade Ocean Ltd. (GHUSHINEFINTRRA) - Director Report

Company director report

To

The Members of

GHUSHINE FINTRRADE OCEAN LIMITED

The directors of your company have pleasure in presenting the Annual Report along withthe Audited Statement of accounts for the year ended on 31st March 2019

Financial Highlights:

The financial results of your Company's working are as under:

(Rs.in lacs) (Rs.in lacs)
31/03/2019 31/03/2018
Total Revenue 695.26 841.89
Profit before Tax and exceptional items 0.45 1.87
Add: Exceptional item 0.00 0.00
Profit before Tax 0.45 1.87
Less: Provision for taxation 0.12 0.00
Less: Deferred tax 0.00 0.00
Less : Earlier year income tax 0.00 0.00
Profit after Income Tax 0.33 1.87
Add: Surplus from Previous years 0.00 0.00
Profit available for appropriation 0.33 1.87

2 Reserve & Surplus :

Out of the total profit of Rs.33195/- for the financial year NI amount is proposed tobe transferred to the General Reserve.

3 Brief Description Of The Company's Working During The Year/State Of Company's Affair:

The net profit before exceptional items and taxes is Rs. 0.33 lacs (Previous YearRs.1.87 lacs).After provision for taxation & deferred tax the net profit after taxesresulted into the profit for the year at Rs 0.33 lacs (Previous Year Rs.1.87 lacs).

The company is initiating series of innovation and improvement of product quality tosustain the competition and to further the prospects of the company.

4 Change In The Nature Of Business :

There is no Change in the nature of the business of the Company done during the year.

5 Dividend

Company has not declared any dividend during the year .

6 Meetings

Seven meetings of the Board of Directors were held during the financial year.

7 Directors And Key Managerial Personnel :

Mr. Alok Jain (DIN: 00006643) was Re-appointed as Managing Director of the Company fora period of five years w.e.f. October 12th2018 to October 11th2023 on a monthlyremuneration not exceeding 1200000/- (Rupees Twelve Lac Only).

MS. Shikha Jain has resigned with effect from 21.05.2019 from the position of ChiefFinancial Officer due to her personal reasons.

Mrs. Bhavini Lankapati Jagdish (DIN: 07315285) Mr. Pratik R Jariwala (DIN: 07762431)appointed on 20/04/2017 and Mr. Ketan Ishvarlal Parekh (DIN: 07316491) was appointed asIndependent Director of the Company for a period of Five years .

The Company has received declaration from the independent directors confirming thatthey meet the criteria of independence as laid down u/s 149 of the Companies Act 2013Listing agreement and SEBI (Listing & Disclosure Requirements) Regulations 2015.

As on date Alok Jain Managing Director & CEO & Mrs. Kapilaben Jain are keymanagerial personnel of the Company.

Details of the directors appointment / reappointment are given in the notice of AGM.Further details of director including remuneration remuneration policy criteria forqualification & independence Board and committee meeting and other details are givenin corporate governance report which is integrated part of this board report.

8 Company's Policy Relating To Directors Appointment Payment Of Remuneration AndDischarge Of Their Duties :

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the Listing Regulations the NRC is responsible for formulatingthe criteria for determining qualification positive attributes and independence of aDirector.

The NRC is also responsible for recommending to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and other employees. In line withthis requirement the Board has adopted the Policy on Board Diversity and DirectorAttributes.

9 Corporate Social Responsibility:

Corporate Social responsibility Committee & its policy is not applicable to thecompany in view of the fact that the Company has not crossed the threshold limitprescribed under section 135 of the Companies Act 2013 for the financial year 2018-19.

10 Risk Management Policy ::

The company has in place a mechanism to indentify assess monitor and mitigatedifferent risk of business. The major relevant risk include increase in price of inputmaterials market risk oversight in estimation and other's major areas in risk managementincludes internal audit process of estimation contract management and timely decisionmaking process. The company has risk management committee to ascertain and minimize therisk.

11 Environment Friendliness ::

The company has a stable Effluent Treatment system and is a "Zero Discharge"company thereby taking a path-breaking step towards being an Environment friendly companycommitted towards cleaner environment.

12 Auditors & Auditors Report ::

Statutory Auditor:

M/s. Pawan Siddarth & Co Chartered Accountants are Statutory Auditors of theCompany. The Statutory Auditor's report does not contain any qualifications reservationsadverse remarks or disclaimers.

Secretarial Auditor:

Pursuant to the provisions of section 201 of Companies Act 2013 Mr. Anmol Jhapracticing company secretaries was appointed to undertake the secretarial audit for theyear ended on 31/03/2019.The secretarial audit report in annexed hereto as annexure -III.

As far as Comments stated by the Secretarial auditor in his report regarding certainnon-compliances or delayed filing and suspension of trading from BSE Ltd due to penalreasons we would like to inform you that due to resignation of Ms. Akriti Sharma -CompanySecretary & compliance officer of the company & it was hard to find competentperson in the absence of compliance officer for the aforesaid compliances there was adelay in filing with the stock exchange.

Further Board will ensure effective steps in future regarding timely filing of bothquarterly & half yearly Compliances of SEBI (LODR) Regulations 2015 .

Also board is taking effective steps to enable trading again on BSE Ltd.

13 Deposits ::

The company has not accepted any deposit from public within the meaning of section 73to 76 of the Companies Act 2013 and the rules framed there-under.

14 Directors Responsibility Statement ::

To the best of the knowledge and belief your directors make following statements interms of section 134(3)(c) of the Companies Act 2013.

1.In the preparation of the annual accounts for the year ended on 31st March 2019 theapplicable accounting standards have been followed along with proper explanation whereverrequired and there is no material departures from the same.

2. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the company for the aforesaid period.

3. The directors have taken proper and sufficient care 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.

4. The directors have prepared the annual accounts on a going concern basis and

5. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

15 Management Discussion & Analysis ::

Pursuant to Regulation 34(2)(e) of SEBI (Listing obligations and DisclosureRequirements) (LODR) Regulations 2015 Management Discussion and Analysis Report isannexed hereto as Annexure -I

16 Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013 ::

The Company has in place an anti-harassment policy in line with the requirements of theSexual Harassment of women at workplace (Prevention Prohibition And Redressal) Act 2013.Internal Complaint Committee has been set up to redress complaints received regularly andare monitored by women line supervisors who directly report to the chairman of thecommittee.

17 Codes of Conduct for Directors and Employees::

The Company has adopted a Code of Conduct for its Non-Executive Directors including acode of conduct for Independent Directors which suitably incorporates the duties ofIndependent Directors as laid down in the Act.

In terms of the Listing Regulations all Directors and senior management personnel haveaffirmed compliance with their respective codes. The CEO & Managing Director has alsoconfirmed and certified the same.

18 Statement Of Declaration By Independent Director: (Section 134) ::

The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as provided in section 149(6) as well as underregulation 25 of (LODR) Regulation 2015. There has been no change in the circumstanceswhich may affect their status as Independent Director during the year.

19 Corporate Governance ::

The several regulations of the SEBI (LODR) Regulations 2015 are not applicable to thecompany. As per regulation 15 of SEBI (LODR) regulations2015 the compliance with therequirements of corporate governance provisions as specified in regulation 27 shall notapply in respect of

(a) The listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year

(b) The listed entity which has listed its specified securities on the SME Exchange

The company falls within the ambit of aforesaid exemption (b) hence the compliancewith the requirements of corporate governance as specified in regulation 27 is notapplicable to the company. However Company has made disclosures voluntarily in relation toseveral of these regulations.

Your Company has been practicing the principles of good corporate governance over theyears. The Board of directors support the broad principles of corporate governance. Inaddition to the basic governance issues the board lays strong emphasis on transparencyaccountability and integrity.

20 Share Capital ::

During the fiscal 2018-19 the Paid-up share capital of the company is Rs.49449000.

There is no change in the paid-up share capital of the company during the financialyear 2018-19.

21 Related Party Transaction ::

All related party transactions entered into during the financial year were on ArmLength basis and in the ordinary course of business and there were no material relatedparty transactions made by the company during the financial year under review. There wereno material related party transactions made by the company with key managerial personwhich may have potential conflict with the interest of the company at large related partytransactions are provided in notes to financial statements. Related party transactions areplaced before the audit committee and also before the board wherever necessary incompliance with the provisions of the Act listing agreement and policy of the company torelated party transactions.

Since all the related party transactions were entered by the Company in ordinary courseof business and were in arm's length basis FORM AOC- 2 is not applicable to the Company.

22 Vigil Mechanism / Whistle Blower Policy ::

The Company has adopted a whistle Blower Policy through which the Company encouragesemployees to bring to the attention of Senior Management any unethical behaviour andimproper practices and wrongful conduct taking place in the Company.

23 Extract of Annual Return ::

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isprovided in Annexure-II to this Report.

24 Loans Guarantee And Investment ::

The Company has not given any Loan or Guarantee or security or made any investmentduring the financial year 2018-19

25 Compliance With Secretarial Standards::

The Company confirms compliance with the applicable requirements of SecretarialStandards I and II.

26 Internal Financial Control System ::

As per the provisions of the Companies Act the directors have the responsibility forensuring that the company has proper internal financial control system to provide withresources assurance regarding adequacies and operative effectiveness of control to enablethe director to meet there responsibility. Company has in place sound system to ensure forsafe guarding of the assets detection of fraud and error reliable financial informationand accuracy of accounting records etc. The accounts are subject to internal audit andinternal check and control is also reviewed from time to time and significant observationand action thereon presented to audit committee.

26 Particulars With Respect To Conservation Of Energy Technology Absorption AndForeign Exchange Earnings And Outgo ::

A) Conservation Of Energy:

With regard to the particulars as prescribed under Section 134(3)(m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 the company is in the process offinding ways of controlling and reducing energy consumption as a commitment to GlobalEnvironment; this will cover office facilities communications and transport.

B) Technology Absorption Adoption And Innovation:

The Company continuously makes efforts towards research and developmental activitiesand has been constantly active in harnessing and tapping the latest and best technology inthe industry.

C) Foreign Exchange Earnings And Outgo:

Further during the year under review the Foreign Exchange Earnings Rs.Nil

ACKNOWLEDGEMENTS

On behalf of the Directors of the Company I would like to place on record our deepappreciation to our shareholders customers business partners vendors -bothinternational and domestic bankers for all the support rendered during the year underreview.

Finally we appreciate and value the contributions made by all our employees and theirfamilies for making the Company what it is.

For and on behalf of the Board
Sd/-
(Alok Jain)
Managing Director
Date: 08th September2019
Place : Surat

Affirmation of Compliance with Code of Business Conduct

I Alok Jain Managing Director declare that the Board of Directors of the Company hasreceived affirmation on compliance with the Code of Conduct for the period from 1st April2018 or the date of their joining the Company whichever is later to 31st March 2019 fromall Members of the Board and employees under Senior Management.

Sd/-
Place: Surat (Alok Jain)
Date: 22th May 2019 Managing Director

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