Girdharilal Sugar & Allied Industries Ltd.
|BSE: 507506||Sector: Industrials|
|NSE: NARMADASUG||ISIN Code: INE310M01010|
|BSE 00:00 | 25 Feb||Girdharilal Sugar & Allied Industries Ltd|
|NSE 05:30 | 01 Jan||Girdharilal Sugar & Allied Industries Ltd|
|BSE: 507506||Sector: Industrials|
|NSE: NARMADASUG||ISIN Code: INE310M01010|
|BSE 00:00 | 25 Feb||Girdharilal Sugar & Allied Industries Ltd|
|NSE 05:30 | 01 Jan||Girdharilal Sugar & Allied Industries Ltd|
Your Directors are pleased to present the Thirtieth (30th) AnnualReport and the Audited Financial Statements for the financial year ended 31st March 2019.
1. Financial Highlights
The financial statements of the Company have been prepared to complywith the Indian Accounting Standards (Ind AS') including the rules notifiedunder the relevant provisions of the Companies Act 2013. Upto the year ended March 312019 the Company has prepared its financial statements in accordance with the requirementof Indian Generally Accepted Principles (GAAP') which include standardsnotified under the Companies (Accounting Standards) Rules 2006 and considered as"Previous GAAP". These financial statements are the Company's first Ind ASstandalone financial statements. Company's financial statements are presented inIndian Rupees (INR) which is also its functional currency.
The highlights of the financial results of the Company for the yearended 31st March 2019 (IND AS Complaint) is summarized below
2. OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS
The net result of the current financial year was negative mainly dueto non operation in soy division however there was positive results in its Dairy Division.During the year under consideration the Company's turnover and other receipts stands atRs.3759 Lacs as against Rs. 4661 Lacs in the previous year. The year ended with a loss ofRs. 112 Lacs after considering interest depreciation and adjustment for deferred tax asagainst profit of Rs.67 Lacs in the previous year.
In Dairy division the company has processed 10807 Kl of Milk and 981 Mtof S.N.F./Fat (including 8485 Kl of Milk on job work basis) as against 26525 Kl of milkand 672 Mt of S.N.F/Fat in the previous year (Including 20417 KI of Milk on job workbasis) and has achieved a turnover of Rs 3755 Lacs as against Rs. 4558 Lacs in theprevious year. The turnover includes sale value of manufactured products trading goods aswell as processing receipts for job work done on behalf of other established parties. Itmay be stated that in order to encash the opportunity the Company has also traded inliquid milk besides manufacturing pure ghee SMP and processing milk on behalf of otherparties. Demand for dairy products was partly subdued in the flush season due tounfavorable world trade scenario in Dairy Products.
The Company expects to achieve satisfactory performance in theforthcoming year by processing milk for self as well as on behalf of other reputed partiesand also by trading in Dairy products including milk.
The Company could not start its soya operations due to disparity in theprevious year. The Company may think of restarting its Soya operations in future only whenthe said operations become pro table. During the year the Company had processed Nil MT ofSoyabean seed as against Nil in the previous year. The Soya Division recorded a turnoverof Rs 4 lacs (trading) as against Rs. 103 lacs in the previous year.
3. SHARE CAPITAL
The company's application to BSE/CDSL for listing/admission of578887 shares issued to the shareholders of Premier Industries (India) Ltd (Transferorcompany) in terms of BIFR order dt 15/01/2014 is pending and the company expects to gettheir approval shortly
4. RESERVES AND SURPLUS
The Company has not transferred any amount to General Reserves for thefinancial year 2018-19
5. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT-9 as required under Section 92 of the Companies Act
2013 is annexed as Annexure - B and forms an integral part of thisReport and is also available on website of the company at www.gsail.org
6. NUMBER OF MEETINGS OF THE BOARD ITS COMMIITTEES
The details of the number of meetings of the Board and its committeeheld during the Financial Year 2018-19 forms part of the Corporate Governance Report
Due to financial prudency no dividend is declared.
During the year under review your Company has not accepted any fixeddeposits under Section 73 of the Companies Act 2013
Mr. Ram Gopal Agrawal (DIN: 00359638 ) is liable to retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
The board on the recommendation of Nomination and RemunerationCommittee has considered reappointment of him subject to approval of shareholder in theensuing Annual General Meeting.
Mrs Sandhya Choubey (DIN-08461659) was appointed as Additional directoron the Board of the company with effect from 28th May 2019 and eligible for appointment asIndependent director of the company subject to approval of shareholders of the company.
Miss Hansa Nagar (DIN-08284703) was appointed as Additional director onthe Board of the company with effect from 6th December 2018 and she has resigned from hispost on 28-05-2019.
The designation of Mr. Ram Gopal Agrawal (DIN : 00359638) has changedfrom Independent - Non Executive Director to Non Independent - Non Executive Director ofthe company w.e.f. 28-05-2019.
10. DETAILS Of KEY MANAGERIAL PERSONNEL
During the year Board of Directors in their meeting held on 26th March2019 accepted resignation of Mr. Vishnu Dutt Sharma from the post of Company Secretary CumCompliance Officer and appointed Mr. Narendra Gupta as Company Secretary Cum ComplianceOfficer of the company w.e.f. 26.03.2019 and also appointed Mr. Rakesh Bhatnagar as ChiefFinancial Officer of the company w.e.f. 26.03.2019.
Now The following have been designated as the Key Managerial Personnelof the Company pursuant to sections 2(51) and203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and as perthe applicable regulations of SEBI (LODR) 2015:
1. Mr. Rajesh Agrawal :- Managing Director
2. Mr. Rakesh Bhatnagar :- Chief Financial Officer
3. Mr. Narendra Gupta:- Company Secretary cum Compliance Officer
11. DISQUALIFICATIONS OF DIRECTORS
During the year declarations were received from the Directors of theCompany pursuant to Section 164 of the Companies Act 2013. Board appraised the same andfound that none of the director is disqualified for holding office as director.
12. DECLARATION BY INDEPENDENT DIRECTOR
The independent directors have submitted the declaration ofindependence as required under Section 149(7) of the Companies Act 2013 stating thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (the Listing Regulations').
13. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability con rm that:
i. in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures in adoption of thesestandards;
ii. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of a airs of the Company at the end of thefinancial year and of the profit of the Company for that period;
iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. The Directors have prepared the annual accounts on a going concernbasis;
v. The Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively;
vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
14. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors havebeen disclosed at website of the Company: www.gsail.org
15. MEETING OF INDEPENDENT DIRECTORS in due compliance with theprovisions of the companies act 2013 and securities and exchange board of India (listingobligations and disclosure requirements) regulations 2015 the independent directors meton 14th November 2018 during the year 2018-19.
16. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has constituted 3(three) committees i.e. Audit committeesStakeholder Relationship Committees and Nomination And Remuneration Committees which havebeen constituted as a part of the good corporate governance practices and the same are incompliance with the requirements of the relevant provisions of applicable laws andstatutes. Your Company has an adequately qualified and experienced Audit Committee andother Committee consisting of Board.
The details with respect to the composition powers roles terms ofreference meetings held and attendance of the Directors at such Meetings of the relevantCommittees are given in detail in the Report on Corporate Governance of the Company whichforms part of Annual Report.
17. BOARD EVALUATION
Pursuant to the provisions of the Act and the SEBI Listing Regulationsthe Board has to evaluate its own performance and that of its Committees and IndividualDirectors. Accordingly the Board of directors has carried out an annual evaluation of itsown performance Board Committees and Individual Directors along with assessing thequality quantity and timelines of flow of information between the Company Management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.
The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc. The board and thenomination and remuneration committee reviewed the performance of the individual directorson the basis of the criteria such as the contribution of the individual director to theboard and committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. In addition the chairman wasalso evaluated on the key aspects of his role. The Directors were satisfied with theevaluation results which reflected the overall engagement of the Individual Directorsthe Board as a whole and its Committees with the Company.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors aredetermined by the Nomination and Remuneration committee. An indicative list of factorsthat may be evaluated include participation and contribution by a director commitmenteffective deployment of knowledge and expertise effective management of relationship withstakeholders integrity and maintenance of confidentiality and independence of behaviorand judgments.
18. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186
The particulars of loans guarantees and investments have beendisclosed in the financial statements.
19. MANAGEMENT DISCUSSION AND ANALYSIS
The Management`s Discussion and Analysis of operations for the yearunder review as stipulated under Regulation 34(2) (e)
Securities and Exchange Board of India (listing obligations anddisclosure requirements) regulations 2015 with the stock exchanges is provided inannexure attached to this report. (Annexure -E)
20. APPOINTMENT OF COST AUDITOR
As per the Companies (Cost Records and Audit) Rules 2014 as amendedthereafter from time to time the Company has appointed M/s. M. Goyal & Co. CostAccountants Jaipur (Raj.) as the Cost Auditors for the purpose of conduct of Cost Auditof the Cost Accounting Records of the Company for the Financial Year 2019-2020.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and ListingRegulations your Company has formulated a Policy on Related Party Transactions which isalso available on the Company's website www.gsail.org The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval is obtained for Related Party Transactionson a yearly basis for transactions which are of repetitive nature and/or entered in theOrdinary Course of Business and are at Arm's Length. All Related Party Transactionsare subjected to independent review by an Audit Committee to establish compliance with therequirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations.
All Related Party Transactions entered during the year were in OrdinaryCourse of the Business and at Arm's Length basis. The Material Related PartyTransactions i.e. transactions exceeding 10% of the annual consolidated turnover as perthe last audited financial statement which were entered during the year by your Companyare given separately in notes to the financial statements.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND
The details regarding Energy Conservation Technology AbsorptionForeign Exchange Earning and outgo as required by section 134 (3)(M) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 are given in Annexure-A and forms partof this report.
23. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annualreturn is given in Annexure B in the prescribed Form MGT-9 which forms part of thisreport.
24. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
The Company has not paid any remuneration attracting the provisions ofthe Companies Act 2013 under Section 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The equity shares of the Company are listed with Bombay Stock Exchangeand efforts are being made to lift the suspension of trading in NSE. The Shares of thecompany is admitted at CDSL and efforts are being made to get it admitted at NSDL
26. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE
TO THE FINANCIAL STATEMENTS
Your company has an effective internal control and risk mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The company's internal control system framework is commensurate with itssize scale and complexities of operations; the internal and operational audit isentrusted to Mr. Narendra Sen. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry.
The audit committee of the board of directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The company has a robust management information system which is anintegral part of the control mechanism.
The audit committee of the board of directors statutory auditors andthe business heads are periodically appraised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the audit committee of the board. To maintain its objectivity andindependence the internal audit function reports to the chairman of the audit committee.Report of statutory auditors for internal financial control system is part of AuditReport.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act 2013 does not apply tothe Company as company does not fall under any of the criteria specified under abovereferred section therefore Company has not constituted Corporate Social responsibility(CSR) committee as required under the Act.
28. NOMINATION &REMUNERATION POLICY:
In accordance with Section 178 and other applicable provisions if anyof the Companies Act 2013 read with the Rules issued there under and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directorsformulated the Nomination and Remuneration Policy of your Company on the recommendationsof the Nomination and Remuneration Committee. The Nomination and Remuneration Policy ofthe company is annexed as Annexure-C and forms an integral part of this report and alsoavailable on the website of the company at the Website: - www.gsail.org
29. REPORT ON CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section oncorporate governance practices followed by the Company together with a certificate fromthe Practicing Company Secretary confirming compliance forms an integral part of thisReport. (Annexure F)
30. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM / WHISTLE BLOWERPOLICY
The Company has a whistle blower policy for Directors and employees toreport genuine concerns or grievances about unethical behavior actual or suspected fraudor violation of the Company's code of conduct or ethics policy. The details ofestablishment of the reporting mechanism are disclosed on the website of the Company atthe website: - www.gsail.org . No Person has been denied access to the Audit Committee.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.
There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.
32. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed Ms. Aakuriti Somani Practicing Company Secretary to undertake asthe Secretarial Auditor of the company. The Secretarial Audit Report given by theSecretarial Auditor of the Company is annexed as ANNEXURE-D to this report.
33. STATUTORY AUDITORS
At the 28th Annual General Meeting of the company held in the 2017 M/s.Sunil Bandi & Co. Chartered Accountants Indore (M.P.) Were Appointed as theStatutory Auditors for Period of 5 years i.e. from the conclusion of 28th AGM and till theconclusion of the 33rd Annual General Meeting of the Company. In accordance with theCompanies Amendment Act 2017 enforced on 7th May 2018 by Ministry of Corporate A airsthe appointment of Statutory Auditors is not required to be ratified at every AGM.
34. AUDITORS' REPORT
Your Directors would like to provide clarification on the AuditorQualification as mentioned under its Audit report and the same is as under
The Company has not provided Rs. 74.94 Lakhs for the Quarter endedMarch 2019 (i.e. for 01.01.2019 to 31.03.2019 ) towards interest on Loan from Bank.
35. INTERNAL AUDITORS
The Board has appointed Mr. Narendra Sen as Internal Auditor of thecompany and takes his suggestions and recommendations to improve and strengthen theinternal control systems. His scope of work includes review of operational efficiencyeffectiveness of systems & processes compliances and assessing the internal controlstrengths in all areas.
The Audit Committee reviews adequacy and effectiveness of theCompany's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's riskmanagement policies and systems.
36. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct ("theCode") for all Board members and senior management personnel of your Company. TheCode of Conduct is available on Company's website at www.gsail.org
All Board members and senior management personnel have confirmedcompliance with the Code. Declaration on adherence to the code of conduct is forming partof Annual Report. (Annexure -G)
37. MD /CFO CERTIFICATION
The Managing Director & CFO of your Company have issued necessarycertificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations andthe same forms part of this Annual Report. (Annexure -H)
38. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
In terms of the provisions of the SEBI (Prohibition of Insider Trading)Regulations 2015 your Company has adopted a Code of Conduct for trading in securities ofyour Company ("the Insider Code"). The Insider Code aims at preserving andpreventing misuse of unpublished price sensitive information. All Directors DesignatedEmployees/KMP and Connected Persons of your Company are covered under the Insider Codewhich provides inter alia for periodical disclosures and obtaining pre-clearances fortrading in securities of your Company. The Code for Prohibition of Insider TradingPractices is available on Company's website at www.gsail.org
39. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISKMANAGEMENT POLICY:
The Board of Directors has adopted risk management policy for theCompany which provides for identification assessment and control of risks which in theopinion of the Board may threaten the existence of the Company. The Management identifiesand controls risks through a properly defined framework in terms of the aforesaid policy.
40. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE
No material changes and commitments affecting the financial position ofthe company have occurred between the end of the financial year to which the financialstatements relate and the date of this Board's report.
41. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such amanner so as to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.
42. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up toredress the Complaint received regarding sexual harassment. There was no case of sexualharassment reported during the year under review.
43. Fixed Assets
During the year the company has added Fixed Assets of Rs. 7.58 Lakh.The Fixed Assets are adequately insured.
44. E-Voting Facility
The compnay has already provided E-Voting Facilities to theshareholders of the company.
Your Directors place on record their sincere appreciation forsignificant contribution made by employees through their dedication hard work andcommitment.
Your Directors also acknowledge the support extended by the BankersGovernment agencies Shareholders and Investors at large and look forward to receive thesame support for our endeavor to grow consist and tenly.