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Godha Cabcon and Insulation Ltd.

BSE: 535079 Sector: Engineering
NSE: GODHA ISIN Code: INE925Y01010
BSE 05:30 | 01 Jan Godha Cabcon and Insulation Ltd
NSE 00:00 | 17 Jan 106.25 5.05
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Godha Cabcon and Insulation Ltd. (GODHA) - Director Report

Company director report

To

The Members of

Godha Cabcon and Insulation Limited

Your Director's takes immense pleasure in presenting the 04thAnnualReport of the Company together with the Audited Annual Financial Statements showing thefinancial position of the Company for the year ended 31stMarch 2020.

01. FINANCIAL PERFORMANCE:-

The financial performance of your company for the year ended 31st March2020 is highlighted below:

(Rs. In Lacs)

Particulars 2019-20 2018-19
Total Revenue 5261.78 7412.16
Total Expenses 5201.31 7361.72
Profit/ (Loss) before Tax 60.47 50.43
Less:- Current Tax 7.19 12.41
Deferred Tax 0.88 2.08
Profit for the period 22.33 35.92
Earnings Per Share (EPS)
Basic 0.20 0.32
Diluted 0.20 0.32

02. HIGHLIGHTS OF PERFORMANCE:-

Total Revenue for the year 2019-20 is decreased to Rs. 5261.78 lacs as compared to Rs.7412.16 lacs in the previous year. Profit before Tax for the year was Rs. 60.47 lacs ascompared to profit of Rs. 50.43 lacs in the previous year. Profit after Tax for the yearwas Rs. 22.33 Lacs as compared to profit of Rs. 35.92 in the previous year.

03. DIVIDEND:-

In order to plough back the profits for the activities of the company and strategy ofgrowth inthe business through enhancing manufacturing capacity your directors do notrecommend any dividend for the financial year.

04. SHARE CAPITAL:-

The issued subscribed and paid up Equity Share Capital of the Company as on March 312020 was stood at Rs. 111040000 and remained unchanged during the financial year underreview.

05. AMOUNT TRANSFERRED TO RESERVES:-

The Company has not transferred any amount to its reserves during the year

06. DIRECTORS AND KMP:-

Mr. Dipesh Godha (DIN-07529876) retires by rotation in accordance with the provisionsof the Companies Act 2013 and Articles of Association of the Company and being eligibleoffers herself for re-appointment.

During the year under review there was no change in the directorship of the Company.As on March 31 2020 the Board of Directors comprise of 5 (Five) Directors detail below

Name of Director DIN Designation
01. Mr. Dipesh Godha 07529876 CEO Cum Executive Director
02. Mr. Ravish Kandhari 03332533 Independent Director
03. Mrs. Rupali Godha 07530189 Executive Director
04. Mrs. Madhu Godha 07607783 Executive Director
05. Mr. Kamaljeet Singh Ajimal 07889436 Independent Director

07. DECLARATION BY INDEPENDENT DIRECTOR:-

Mr. Kamaljeet Singh Ajimal and Mr. Ravish Kandhari were the Independent Directors ofthe Company as on 31st March 2020 pursuant to the provisions of Section149(10) of the Act.

The Board of Directors of the Company hereby confirms that all the IndependentDirectors duly appointed by the Company have given the declaration and they meet thecriteria of Independence as provided under Section 149(6) of the Act.

08. REMUNERATION POLICY:-

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management Personneland their remuneration.

09. NO. OF MEETINGS:-

During the year 04 (Four) Board Meetings were convened and held on followingdates:-

(1)May 30 2019 (2)August 22 2019 (3)November14 2019
(4)March 20 2020

10. AUDIT COMMITTEE:-

The Board has constituted an Audit Committee pursuant to the provision of Section177(1) of the Companies Act 2013.The Composition of the Audit Committee is as under:

Mr. Kamaljeet Singh Ajimal-Independent Director (Chairperson)

Mr. Dipesh Godha-Executive Director

Mr. Ravish Kandhari- Independent Director

11. NOMINATION AND REMUNERATION COMMITTEE:-

The Board has constituted a Nomination & Remuneration Committee pursuant to theprovision of Section 178 (1) of the Companies Act 2013.The Composition of the Nomination& Remuneration Committee is as under:

Mr. Kamaljeet Singh Ajimal-Independent Director(Chairperson)

Mr. Dipesh Godha-Executive Director

Mr. Ravish Kandhari- Independent Director

12. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES:-

During the year company has neither any subsidiary company under section 2 (87) nor anyassociate under section 2 (6) of the Companies Act 2013 and hence do not call for anydisclosure under this head and also company has not any Joint Venture.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:-

The Company has established effective internal control systems to ensure accuratereliable and timely compilation of financial statements to safeguard assets of theCompany and to detect and mitigate irregularities and frauds. The Company's managementhas adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Companies Act 2013the Statutory Auditors have confirmed the adequacy and operating effectiveness of theinternal financial control systems over financial reporting.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:-

The company has established Vigil Mechanism system and framed Whistle Blower Policy.Whistle blower policy is disclosed on the website of the Company at www.godhacabcon.com

15. PARTICULARS OF EMPLOYEE AND REMUNERATION:-

The details of employees of the Company in terms of remuneration drawn as requiredunder Section 134 of the Companies Act 2013 and Rules 5(2) of the Companies(Appointmentand Remuneration of Managerial Personnel) Rules2014

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE:-

(A) CONSERVATION OF ENERGY

Energy conservation measures taken during the year included the following:

- Monitoring closely high energy consuming equipment.

- Installation of Two Wire Rod Break Down (RBD) machine which results in 1.8 times ofproduction in 1 time production capacity.

(B) TECHNOLOGY ABSORPTION:

a. The company is using Latest technology for manufacturing of the products and samehas been fully absorbed.

b. The company is continuously improving its quality and installed Latest equipment andnew Testing & Measuring equipment.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars 2019-20 2018-19
Total foreign exchange outgo - -
Total foreign exchange inflow - -

17. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:-

Your company has been complying with the principals of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to Regulation15(2) of the SEBI(LODR) Regulations 2015 the compliance with the corporate governanceprovisions as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2)and para CD and E of schedule V shall not apply to the listed entity which has listed itsspecified securities on the SME Exchange.

18. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:-

A detailed review of the operations performance and future outlook of the Company isgiven in the Management Discussion and Analysis appearing as Annexure-A to thisreport.

19. RELATED PARTY TRANSACTION:-

The Company has entered into transactions with the related party in the ordinary courseof business and at the arms length basis. The particulars of contracts or arrangementsentered into by the company with the related parties to in sub section (1) of Section 188of the Act in the prescribed form AOC-2 is enclosed as perAnnexure- B.

20. DIRECTOR'S RESPONSIBILITY STATEMENT:-

Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the CompaniesAct 2013 your Directors confirm that:

(a) The applicable accounting standards had been followed along with proper explanationrelating to material departures if any in the preparation of the annual accounts;

(b) Appropriate accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period;

(c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls have been laid down and followed by the Companyand that such internal financial controls are adequate and were operating effectively;

(f) Proper systems to ensure compliance with the provisions of all the applicable lawshave been devised and that such systems were adequate and are working effectively;

21. STATUTORYAUDITORS:-

At the 1st Annual General Meeting held on July14 2017 the Members of the Company hadappointed M/s.S.K. Khandelwal& Associates Chartered Accountants Indore as StatutoryAuditors of the Company for a term of five consecutive years to hold office from theconclusion of that meeting till the conclusion of the 6thAnnual General Meetingof the Company to be held in 2022.

In accordance with the Companies Amendment Act 2017 enforced on May 7 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting. In view of such omission of proviso agenda itemrelating to ratification of Statutory Auditors is not included in the Notice of ensuingAnnual General Meeting.

The Auditors' Report issued by M/s. S.K. Khandelwal & Associates CharteredAccountants for the financial year ended March 31 2020 does not contain anyqualifications reservations or adverse remarks.

22. SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company at its meeting held on August22 2019 had appointed M/s. DeepakPatil & Co.Practicing Company Secretary as the Secretarial Auditor of the Company toundertake the Secretarial Audit of the Company for the financial year 2019-20. TheSecretarial Audit Report in the prescribed Form MR-3 is annexed to this report as Annexure-C.

The said Secretarial Audit Report does not contain any qualifications or reservationsby the Secretarial Auditor. However for the remark that has been specified in the reportthe Board of Directors is of the opinion that the Company has complied with the provisionsof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT:-

Pursuant to provisions of section 186 of the Companies Act 2013 during the year underreview no loan or guarantee given by the Company and no investments in the securities ofany company are made.

24. CORPORATE SOCIAL RESPONSIBILTY:-

The Company does not fall in any of the criteria of Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 andhence the Company is not required to comply with the same.

25. EXTRACT OF THE ANNUAL RETURN U/S 92(3) OF THE ACT AS PER

FORM MGT-9:-

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information as per Annexure "D".

26. DEVELOPMENT AND IMPLIMENTATION OF RISK MANAGEMENT

POLICY:-

Risk affects every organization by one way or other. Thus planning to handle such riskin future is of vital importance for every organization. Your Company always focuses onidentifying and monitoring the risk and to take precautionary steps for risks affecting toyour Company. There are certain risks like Price Risk Government Policies HumanResource Competition etc. and have planned to manage such risk by adopting bestmanagement practices.

27. DETAILS OF SIGNIFICANT OR MATERIAL ORDER PASSED:

01.) One of our major customers MPMKVVCL that accounts for major revenue portion hasbanned us from doing any business with them for a period of five years vide a letter datedMarch 8 2018 without assigning any reason whatsoever for such ban. Our Company haschallenged the said ban vide petition dated March 27 2018 filed in the High Court ofMadhya Pradesh Indore Bench. The said petition was heard and vide an order dated March28 2018 a stay was granted by the High Court on the said ban until further orders fromthe High Court. Further our Company has made an online bid for a fresh tender floated byMPMKVVCL for supply of AAA Conductor which was duly accepted electronically on March 312018.

28. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:-

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment all employees (permanent contractual temporary trainees)are covered under this policy. The summary of sexual harassment complaints received anddisposed off during the financial year 2019-20 is as under:

Number of Complaints Received: NIL

Number of Complaints Disposed off: NIL

29. CHANGE IN NATURE AND MATERIAL CHANGES AND COMMITMENT

OCCURRED AFTER THE END OF FINANCIAL YEAR AND UPTO THE DATE OF REPORT:-

During the year under review there was no change in the nature of business of theCompany.

30. REPORTING OF FRAUDS:-

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed there under.

31. PUBLIC DEPOSITS:-

The Company has not accepted any deposits from the general public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet. Further that the Company has not accepted any deposits incontravention of the provisions of the Chapter-V of the Companies Act 2013 and rules madethereunder.

32. ACKNOWLEDGEMENT:-

The Board records it's thanks to the Company's Bankers Financial Institutions

Government Collaborators and other agencies for their support extended to the Companyand look forward to their continued support.

By the order of the board of
GODHA CABCON & INSULATION LTD
Date: July 312020 Rupali Godha Dipesh Godha
Place: Indore Director CEOCum Executive Director
DIN: 07530189 DIN :07529876

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