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GKW Ltd.

BSE: 504704 Sector: Financials
NSE: GKWLIMITED ISIN Code: INE528A01020
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GKW Ltd. (GKWLIMITED) - Director Report

Company director report

to the shareholders

1. The Directors have pleasure in presenting their Annual Report together with theaudited statement of accounts of the Company for the year ended 31st March2022.

2. financial results

The results for the year under review are given below :

Rs lakhs

Particulars 2021-2022 2020-2021
Total Income 2433.93 4060.14
Profit before depreciation and Finance Cost 1808.18 3276.08
Depreciation and Amortization Expense 91.39 102.50
Finance Cost 1.53 9.24
Profit before Tax 1715.26 3164.34
Tax Expenses 375.26 437.29
Profit after tax and before Other Comprehensive Income 1340.00 2727.05
Other Comprehensive Income (net of tax) for theyear 193925.12 15402.03
Total Comprehensive Income for the year 195265.12 18129.08

Total income during the year under review was at Rs2433.93 lakhs as against R4060.14lakhs in the previous year. Profit before tax was at Rs1715.26 lakhs as compared toR3164.34 lakhs in the previous year. The decrease in total income and profit before taxwas mainly owing to lower mark to market valuation on mutual funds and bonds and sale ofmutual fund investments. Other Comprehensive Income (OCI) was Rs193925.12 lakhs ascompared to Rs15402.03 lakhs in the previous year. The Other Comprehensive Income (net oftax) for the year include Rs194283.56 lakhs (net of tax) being surplus on revaluation offreehold land at fair value by an independent professional valuer.

3. transfer to reserves

No amount has been proposed to be transferred to the reserves for the year underreview.

4. DIVIDEND

No dividend has been recommended for the year under review.

5. management discussion and analysis

5.1 Industry Structure and Developments & Segment- wise Performance

(a) Warehousing business:

During the year under review the Company's principal business activity viz.warehousing business showed a growth of 8.17% due to some improvement in the overalleconomic environment. Although new leases rate revision and temporary accommodation ofspaces resulted in increase in lease rental of Rs141.62 lakhs however there wasreduction in lease rental of R69.76 lakhs as spaces were vacated by some lessees duringthe year under review.

In order to facilitate the implementation of new/ temporary leases entered into duringthe year the Company incurred capital expenditure of Rs143.59 lakhs forrefurbishing/re-construction of covered sheds. The first half of the year witnessed arevival of growth in Indian economy due to successful vaccination of the majority of thepopulation recovery of global demand and increased in Indian's merchandise export andimport.However such revival got weakened in the second half of the year under review asthere was downturn in global liquidity high inflation increase in freight crude oilprices Russian and Ukraine war and renewed flare up of COVID variants which resulted inuncertainty in the economic activities. These issues may continue to pose a challenge forIndia during 2022-23. The demand for warehousing activities will depend to a large extenton spending in infrastructures by the Central Government to build medium and long termdemand.

(b) Investment and Treasury :

Investment and Treasury segment includes dividend and interest income of R955 lakhsvaluation of mutual funds/bonds at fair value in accordance with Ind AS amounting toR454.75 lakhs and profit on sale of investments R34.77 lakhs during the year under review.The Indian Stock Market performed reasonably well in the year under review and the Sensexand Nifty touched its peak. However with the emergence of Omicron towards aroundNovember/December 2021 the market remained extremely volatile during the later part ofthe year under review. Stock market is expected to remain sensitive and volatile as thereare indications of slowdown in growth in world economy global unrest high inflationsteep rise in oil prices and also pandemic situations. A cautious approach had beeninitiated to protect the investments against any further corrections in the stock market.

(c) Other Comprehensive Income:

The freehold land of the Company has been stated at fair value as determined by anindependent registered valuer as on 31st March 2022 and the surplus on itsrevaluation amounting to Rs194283.56 Lakhs (net of tax of R59006.44 lakhs) was included inOCI. As already stated above due to unfavorable fluctuation in market prices of equityshares resulted in notional loss of R366.00 lakhs as compared to notional gain of Rs15390lakhs in the previous year.

5.2 Discussions on Financial Performance with respect to Operational Performance

a) Total income was lower by Rs1626.21 lakhs as compared to the previous year mainly onaccount of decrease in profit on sale of mutual funds of Rs1468.44 lakhs lower gain onvaluation of R544.28 lakhs and other income of Rs111.85 lakhs which was offset by increasein interest and dividend income of R394.26 lakhs profit on sale of unquoted investment ofR32.24 lakhs higher rental income from warehousing operation of R71.86 lakhs.

b) Depreciation and amortization expenses and finance cost include amortization chargeon right of use assets of R91.39 lakhs and interest on lease liability of Rs1.53 lakhs.

c) As in the previous year the Company had no borrowings as on 31st March 2022.

d) During the year under review your Company has invested a sum of Rs2352.70 lakhsmainly by redeploying R316.45 lakhs being redemption of Mutual Funds R895.62 lakhs frommaturity proceeds of fixed deposits with banks and Rs1140.63 lakhs generated from internalaccruals.

e) Capital Expenditure for the year amounted to Rs163.36 lakhs (2020-21 - Rs232.13lakhs) and value of assets put into use during the year amounted to Rs186.10 lakhs(2020-21 - Rs178.36 lakhs).

5.3 Opportunities and Threats

Warehousing and Logistic business provide opportunities for a sustainablegrowth-oriented business model for the Company. Your Company has actively pursued allopportunities in this segment and will continue to do so in future also.

However new variant of COVID 19 and high inflation may pose a major upheaval in theeconomy and in all businesses.The Company's warehousing business are trying to cope withthese phenomena both in the short and medium-term.

5.4 Outlook

The after-effects of COVID -19 along with uncertainty in the global/domestic economicsituation as stated above made the future outlook somewhat unpredictable both for theWarehousing and Investment & Treasury segments of the Company in the short term.However we can only hope that the measures being taken by the government will help totide over the difficult situation in the shortest possible time.

5.5 Risks and Concerns

Your directors recognize that there are uncertainties and risks attached to anybusiness. The risks could be external internal or a combination of both. External riskscan be an intensification of competition technological obsolescence changes inGovernment policy with regard to taxes and levies or economic slowdown adversely impactingdemand and profitability. In an increasingly globalized economy world economic trendswould also impact business of the Company. Such risks will be continuously monitored andappropriate action will be taken by the Company to minimize the same. Internal riskscomprise operating risks financial risks and business risk. The Company will takeeffective steps to deal with such risks.

Each business segment has been informed to identify and report quarterly to the nexthigher reporting level on any major risks as perceived by them whether they be internalor external risks and simultaneously take immediate steps to minimize the impact thereof.

All aspects of the warehousing and treasury operations are being closely monitored toidentify potential risks at an early stage in order to ensure that appropriate riskmitigation measures are put in place

5.6 Internal Control Systems and Their Adequacy

The Company has adequate internal control system to ensure protection of assets againstloss from unauthorized use or disposal proper maintenance of accounting records andadherence to Company's policies and procedures. The Company has appointed an InternalAuditor to conduct independent audits and submit periodical reports. An Audit Committee ofthe Board of Directors reviews the Internal Audit reports annual financial statements andinternal control systems to ensure their effectiveness and adequacy. The Committee alsointeracts with the Internal/ Statutory Auditors from time to time. Apart from this auditreports and follow-up actions are periodically reviewed by the top management and remedialactions taken.

5.7 Material Developments in Human Resources/Industrial Relation Front includingNumber of People Employed

During the year under review industrial relations within the Company continued to bestable. The total number of permanent employees was 12 as on 31st March 2022.

5.8 Other necessary disclosures are made in Note 45 to the attached FinancialStatements for the year ended 31st March 2022.

6. subsidiary company

The Company does not have any subsidiary.

7. INFORMATION PURSUANT TO SECTION 134

7.1 Annual Return shall be available on the website of the Company i.e.www.gkwltd.com.

7.2. All the Independent Directors have submitted a statement under Sub-section (6) ofSection 149 of the Companies Act 2013.

7.3. Particulars as prescribed under Section 197(12) and Rule 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedhereto as Annexure IA. The disclosure pertaining to remuneration of Directors KeyManagerial Personnel and Employees as required under Section 197(12) of the Act read withRule 5(1) of the Rules are provided in Annexure IB to this report.

7.4. There are no qualifications in the Auditor's Report and the Secretarial AuditReport calling for any comments or explanations by the Board.

7.5. No frauds have been reported during the financial year under review by theAuditors of the Company.

7.6. The particulars of investments under section 186 of the Companies Act 2013 as at31st March 2022 are provided in Note no. 6 and 11 to the Financial Statements.

7.7. The Company had contracts or arrangements with related parties during the yearunder review and are appended hereto as Annexure II. All Related Party Transactionsentered into during FY 2021-22 were on arm's length basis and also in the ordinary courseof business. Please also refer to Note no. 40 of the Financial Statements.

7.8. Conservation of Energy

The Company is engaged in warehousing activity and is making judicious use of energyefficient devices wherever possible.

7.9. Research & Development and Technology Absorption and Innovation

The nature of business activity viz. warehousing business and investment & treasuryoperations carried on by the Company does not have scope for any Research DevelopmentTechnology Absorption and Innovation. However latest developments in materials andprocesses pertaining to warehousing activity are constantly monitored.

7.10. Foreign Exchange Earnings and Outgo

Earnings in foreign exchange during the year NIL and out-go was NIL.

7.11. Evaluation of Board and Directors' Performance Formal annual evaluation has beenmade by the Board of its own performance and that of its Committee Members individualdirectors and Chairman on the basis of criteria approved by the Nomination andRemuneration Committee (NRC)/Board. Each Independent Director being evaluated did notparticipate in the meeting during the discussions on his/her evaluation

8 directors’ responsibility statement

Pursuant to provisions of Section 134(5) of the Companies Act 2013 the Directorshereby state that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgements 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;

9 DIRECTORS

The Board on the recommendation of NRC reappointed Mr. Amitabha Chakrabarti (DIN-00137451) as a Whole-time Director designated as an Executive Director of the Company fora period of one year from 1st April 2022 to 31st March 2023pursuant to the provision of Sections 196197198 203(1) and Schedule V of the CompaniesAct 2013 subject to the approval of the members.

Mr. Krishna Kumar Bangur (DIN - 00029427) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for reappointment.

10 statement of the board regarding independent directors

In compliance with the Rule 8 in sub rule 5(iiia) of the Companies (Accounts) Rules2014 the Board of Directors opine that the Independent Directors appointed during theyear possess the integrity expertise and experience including their proficiency on theBoard.

11. key managerial personnel

Mr. Amitabha Chakrabarti is Whole-time Director designated as the Executive Directorof the Company. He continues to act as the Chief Financial Officer of the Company. Mr.Sudhir Kumar Banthiya is the Company Secretary and the Compliance Officer of the Company.

12. AUDITORS

In the 87th Annual General Meeting held on 2nd August 2017 M/s.Haribhakti& Co. LLP Chartered Accountants were appointed as Statutory Auditors ofthe Company for a period of 5 (five) years from the conclusion of the 87thAnnual General Meeting until the conclusion of the 92nd Annual General Meeting.The said auditors are eligible to be re-appointed as Statutory Auditors of the Company. Itis proposed to appoint M/s. Haribhakti & Co. LLP Chartered Accountants as theStatutory Auditors of the Company for the second term of 5 (Five) years subject to theapproval of the members of the Company at the ensuing Annual General Meeting. The AuditCommittee & the Board recommend their reappointment.

13. AUDIT COMMITTEE

The composition of the Audit Committee meets the requirements as per Section 177 of theCompanies Act 2013 and as is detailed in the Corporate Governance Report forming part ofthis Annual Report.

All recommendations made by the Audit Committee during the FY 2021-22 were accepted bythe Board of Directors of the Company.

14. secretarial audit

The Secretarial Audit Report issued by CS Debendra Raut Practicing Company Secretaryfor the year under review is appended hereto as Annexure III. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.

15. applicability of secretarial standards

The Company has complied with applicable Secretarial Standards of the Institute ofCompany Secretaries of India.

16. cost auditors

Provisions with regard to the Cost Audit are not applicable to the Company.

17. fixed deposits

The Company has not accepted any deposits from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.

18. investor education and protection fund (Iepf)

Mr. Sudhir Kumar Banthiya continues to be the Nodal Officer of the Company. Thedetails of Nodal Officer of the Company are also available on the website of the Companywww.gkwltd.com .

19. corporate governance

The Company has taken adequate steps to ensure compliance of the mandatory provisionsof Corporate Governance as issued by Securities and Exchange Board of India from time totime.

A report on Corporate Governance is appended hereto.

20. various policies of the company

20.1 Policy on Related Party Transactions

The Company has implemented Policy on Related Party Transactions. The policy isavailable on the website of the Company www.gkwltd.com .

20.2 Policy on Director’s Remuneration and KMP

In terms of the requirement of Section 178 of the Companies Act 2013 on therecommendation of the Nomination and Remuneration Committee the Board has approved theNomination and Remuneration Policy (hereinafter referred as "Policy') of the Company.The policy is available on the website of the Company www.gkwltd.com .

The salient features of the policy are as detailed in the Corporate Governance Reportforming part of this Annual Report.

20.3 Corporate Social Responsibility Policy

Due to carried forward losses as computed under Section 198 of the Companies Act 2013the CSR provisions are not currently applicable to your Company. The CSR Policy isavailable on the website of the Company www.gkwltd.com .

20.4 Vigil Mechanism

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraudand mismanagement if any. The policy provides for adequate safeguards againstvictimization of employees and/or Directors and also provides for direct access to theChairman of the Audit Committee. The Policy is uploaded on the website of the Company atwww.gkwltd.com .

21 particulars as per sexual harassment of women at workplace(prevention prohibitionand redressal) act 2013

Your Directors state that during the year under review there were no reported casesfalling within the purview of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company has complied with provisions relating tothe constitution of the Internal Complaint Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.

acknowledgement

The Board of Directors would like to thank the Company's customers employeesshareholders bankers financial advisors suppliers and all others associated with theCompany for their continued support.

For and on behalf of the Board
K K Bangur
30 May 2022 Chairman

.