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Gokul Agro Resources Ltd.

BSE: 539725 Sector: Industrials
NSE: GOKULAGRO ISIN Code: INE314T01025
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VOLUME 8479
52-Week high 84.05
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P/E 19.32
Mkt Cap.(Rs cr) 1,036
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Sell Price 72.45
Sell Qty 4469.00
OPEN 76.15
CLOSE 76.25
VOLUME 8479
52-Week high 84.05
52-Week low 18.65
P/E 19.32
Mkt Cap.(Rs cr) 1,036
Buy Price 0.00
Buy Qty 0.00
Sell Price 72.45
Sell Qty 4469.00

Gokul Agro Resources Ltd. (GOKULAGRO) - Director Report

Company director report

To

The Members

Gokul Agro Resources Limited

We are pleased to present the 7th Annual Report on the affairs of the Company alongwith the Audited Financial Statements and Auditor’s Report for the year ended onMarch 31 2021.

1. Financial Highlights:

Highlights of Financial Results for the year are as under.

(` In Lakhs)

Particulars

Standalone

Consolidated

March 31 2021 March 31 2020 March 31 2021 March 31 2020
Revenue from Operations 766807.06 475159.96 838658.94 558726.08
Operating & Other Income 1398.28 1195.82 1515.54 1313.12
Total Revenue 768205.34 476355.78 840174.48 560039.21
Profit Before Interest Depreciation Exceptional
Items and Taxes (EBIDTA) 13995.80 12297.30 15741.25 13286.79
Interest and Financial Cost 5606.63 7963.43 6161.58 8384.37
Depreciation and Amortization 2934.63 2221.44 2975.05 2261.69
Profit/Loss Before Tax (PBT) 5454.53 2112.43 6604.61 2640.73
Provision of Taxation including Deferred Tax Liability / (Assets) 2001.09 675.98 2144.39 732.68
Share of Loss from Associate Company - - - -
Profit After Tax (PAT) 3464.29 1437.84 4468.82 1919.36
Other Comprehensive Income 1.56 -17.37 10.45 170.95
Total other Comprehensive Income 3465.85 1420.47 4479.27 2090.30
Earnings Per Share (EPS) before exceptional item 2.63 1.09 3.39 1.46
Earnings Per Share (EPS) after exceptional item 2.63 1.09 3.39 1.46

2. Company’s Performance:

On Consolidated basis the total income of the Company for the Year under Review is Rs.840174.48 Lakhs as compared to Rs. 560039.21 Lakhs in the previous year.Net Profit after Tax stood at Rs. 4468.82 Lakhs as compared to Net Profit of Rs. 1919.36Lakhs in the previous year.

On Standalone basis the total income of the Company for the Year under Review is Rs. 768205.34Lakhs as compared to Rs. 476355.78 Lakhs in the previous year. Net Profitafter Tax stood at Rs. 3464.29 Lakhs as compared to Net Profit of Rs. 1437.84 Lakhsin the previous year.

3. Dividend:

Your Directors wish to conserve resources for future expansion and growth of theCompany. Hence no Dividend has been declared by the Directors during the Financial Year2020-21.

4. Transfer to General Reserves:

No amount is apportioned from Profit and Loss Account and transferred to any ReserveAccount in Financial Year 2020-21.

5. Website:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely "www.gokulagro.com"containing basic information about the Company. E.g. Details of business financialinformation shareholding pattern compliance with corporate governance contactinformation of the designated officials of the Company who are responsible for assistingand handling investor grievances for the benefit of all stakeholders of the Company. Thecontents of the said website are updated on regular basis.

6. Board of Directors and Key Managerial Personnel:

Appointment and Cessation of Directors:

The Board of Directors based on performance evaluation and as per the recommendationof the Nomination and Remuneration Committee has recommended the reappointment of Mr.Keyoor Bakshi Mr. Pankaj Kotak and Ms. Pooja Khakhi as an Independent Director of theCompany for a second term of 5 (five) consecutive years w.e.f. 16.09.2021 on completionof his current term of office. In the opinion of the Board they possess requisiteexpertise integrity and experience (including proficiency) for appointment as anIndependent Director of the Company and the Board considers that given their professionalbackground experience and contributions made by them during their tenure the continuedassociation of Mr. Keyoor Bakshi Mr. Pankaj Kotak and Ms. Pooja Khakhi would bebeneficial to the Company. The Company has received declarations from all the IndependentDirectors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the ListingRegulations; and

b) they have registered their names in the Independent Directors’ Databank.

The Company has devised inter alia the following policies viz.: a) Policy forselection of Directors and determining Directors’ independence; and b) RemunerationPolicy for Directors Key Managerial Personnel and other employees.

The aforesaid policies are available on the Company’s website and can be accessedat: www.gokulagro.com

Mr. Keyoor Bakshi Ms. Pooja Khakhi and Mr. Pankaj Kotak – Independent Directorsof the Company have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as an Independent Director during the year.

Name DIN Designation
Mr. Kanubhai Thakkar 00315616 Chairman & Managing Director
Mr. Jayesh Thakkar 03050068 Managing Director
Dr. Ashutosh Bhambhani 07163125 Whole time Director
Mr. Keyoor Bakshi 00133588 Independent Director
Ms. Pooja Khakhi 07522176 Independent Director
Mr. Pankaj Kotak 07809016 Independent Director

Board Meetings:

The Board consists of six members as on March 31 2021; two of them are Promoters andExecutive Directors one of them is a Whole-time Director three of them are IndependentDirectors including a Woman Director.

The Board met 4 times during the Financial Year 2020-21 on -

June 05 2020 July 27 2020 November 04 2020 February 02 2021

Notices of the meeting with the agenda along with necessary details were sent to theDirectors in time. The data of attendance record of the Directors at the Board Meetingsheld during the Financial Year ended on March 31 2021 and their directorships with anyother Company is given here below.

Name of Director Designation No. of Board Meetings Held No. of Board Meetings Attended
Mr. Kanubhai Thakkar Chairman & Managing Director 04 04
Mr. Jayesh Thakkar Managing Director 04 04
Dr. Ashutosh Bhambhani Whole-time Director 04 04
Mr. Keyoor Bakshi Independent Director 04 04
Ms. Pooja Khakhi Independent Director 04 03
Mr. Pankaj Kotak Independent Director 04 04

Independent Directors’ Meeting:

The Independent Directors met on March 12 2021; without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

Committees of Board:

The Company has several Committees which have been established as a part of bestCorporate Governance Practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

The Company has following Committees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Anti-Sexual Harassment Committee

A detailed note on the committees with respect to composition meeting powers andterms of reference is provided under the Corporate Governance Report section in thisReport.

7. Declaration by Independent Directors:

The Company has obtained necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013. The terms and conditions of theIndependent Directors are incorporated on the website of the Company as per Regulation46(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 athttp://www.gokulagro.com/others/

8. Details of Key Managerial Personnel:

Mr. Kanubhai Thakkar – Chairman & Managing Director Mr. Jayesh Thakkar –Managing Director Dr. Ashutosh Bhambhani – Whole-time Director Mr. Hitesh Thakkar– Chief Executive Officer Mr. Manish Kella - Chief Financial Officer and Ms. ChinarJethwani - Company Secretary of the Company are the Key Managerial Personnel as per theprovisions of the Section 203 of the Companies Act 2013 and are holding office after thecommencement of the Companies Act 2013.

None of the personnel resigned during the year under the review.

9. Human Resource Development:

The Company continued to make significant progress on strengthening HR Processes andPractices to build organization for current as well as future sustainability during theyear. The Company focuses on providing individual development and growth in a professionalwork culture that ensures high performance. The Company has concentrated on enhancingcapability of employees that ultimately helps achieving better standards of operations.The Company organizes various Seminars for the upgradation of Employees. Moreover toenhance the skills of Employees various Training programs are also arranged by theCompany.

10. Adequacy of Internal Control System:

The Company has proper and adequate system of internal controls which ensures that allassets are safeguarded against loss from unauthorized use or disposition and all thetransaction are authorized recorded and reported correctly. Regular internal audits andchecks are carried out to provide assurance that the responsibilities at various levelsare discharged effectively and that adequate systems are in existence. The managementcontinuously reviews the internal control systems and procedure for efficient conduct ofbusiness.

11. Corporate Social Responsibility Committee Policy and Initiatives taken during theyear and reasons for not spending the money:

The Company has constituted CSR Committee and CSR Policy is duly adopted by the Companyas per the regulatory norms. GARL considers social responsibility as an integral part ofits business activities and endeavors to utilize allocable CSR budget for the benefit ofsociety.

GARL CSR initiatives are on the focus areas approved by the Board benefitting thecommunity. However the Company has just embarked on the journey of ascertained CSRprograms.

For this reason during the year the Company has spent Rs. 3884371/- on the CSRactivities as prescribed under the Companies Act 2013. The CSR activities are scalablewith few new initiatives that may be considered in future and moving forward the Companywill endeavor to spend the complete amount on CSR activities in accordance with thestatutory requirements.

12. Subsidiary Joint-Venture and Associate Companies:

As on March 31 2021; the Company has one Subsidiary Company namely Maurigo Pte. Ltd.Singapore and one Step Down Subsidiary namely Riya International Pte. Ltd. Singapore.

A separate statement containing the salient features of the financial statements ofSubsidiary Company in the prescribed Form AOC-1 forms part of Consolidated FinancialStatements in compliance with Section 129 (3) and other applicable provisions if any ofthe Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014. The saidform also highlights the financial performance of the subsidiary company included in theConsolidated Financial Statements of the Company pursuant to Rule 8(1) of the Companies(Accounts) Rules 2014.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements of the Subsidiary Company are available for inspection by the members at theRegistered Office of the Company during business hours on all days except SaturdaysSundays and Public Holidays up to the date of Annual General Meeting (‘AGM’).Any member desirous of obtaining a copy of the said Financial Statements may write to theCompany Secretary at the Registered Office of the Company. The Financial Statementsincluding the Consolidated Financial Statements and all other documents required to beattached to this report have been uploaded on the website of the Company atwww.gokulagro.com.

13. Deposits:

Pursuant to Section 73 and 74 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 the Company has not accepted or renewed any publicdeposits during the year.

14. Auditors:

Statutory Auditors

M/s. Surana Maloo & Co. Chartered Accountants (Firm Registration No. 112171W) arethe Statutory Auditors of the Company. Members of the Company at the Sixth Annual GeneralMeeting held on September 7 2020 had approved the Re-appointment of M/s. Surana Maloo& Co. Chartered Accountants (Firm Registration No. 112171W) as the Statutory Auditorsfor a period of 5 financial years i.e. upto the conclusion of 11th Annual General Meetingof the Company.

Cost Auditors

As per Section 148(3) of the Companies Act 2013 and Rule 14 of the Companies (Audit& Auditors) Rules 2014 the Company is required to have the audit of its cost recordsconducted by a Cost Accountant in practice. In this connection the Board of Directors ofthe Company has on the recommendation of the Audit Committee approved the re-appointmentof M/s Priyank Patel & Associates Cost Accountants Ahmedabad (Firm Registration No.103676) as the Cost Auditors of the Company for the year ending March 31 2021 at aremuneration as may be decided by the Board of Directors. M/s Priyank Patel &Associates Cost Accountants Ahmedabad have vast experience in the field of cost auditand have conducted the audit of the cost records of the Company for the past several yearsunder the provisions of the Companies Act 2013.

Secretarial Auditors

The Board pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hadappointed M/s Chirag Shah & Associates Company Secretaries as the SecretarialAuditors of the Company to conduct the Secretarial Audit as per the provisions of the saidAct for the Financial Year 2020-21. The Secretarial Audit Report for the FY 2020-21 isannexed to this Directors’ Report.

To conduct the Secretarial Audit for the FY 2021-22 the Company has appointed M/sChirag Shah & Associates Company Secretaries as Secretarial Auditor of the Companyas approved by the Board of Directors in their Meeting held on May 17 2021.

15. Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed and adopted aWhistle Blower Policy. The policy enables the employees to report instances of unethicalbehaviour actual or suspected fraud or violation of Company’s Code of Conduct to themanagement. Further the mechanism adopted by the Company encourages the Whistle Blower toreport genuine concerns or grievances and provide for adequate safeguards againstvictimization of the Whistle Blower who avails of such mechanism and also provides fordirect access to the Chairman of the Audit Committee in exceptional cases. The functioningof vigil mechanism is reviewed by the Audit Committee from time to time. No whistle blowerhas been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy/Vigil Mechanism is available on the website of the Company.

16. Prevention of Sexual Harassment of Women at Workplace:

There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

17. Management Discussion and Analysis Report:

Your attention is drawn to the perception and business outlook of your management foryour Company for current year and for the industry in which it operates including itsposition and perceived trends in near future. The Management Discussion and AnalysisReport as required under Regulation 34 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 with the Stock Exchange is attached and forms part of thisDirectors’ Report.

18. Auditors’ Report and Secretarial Report and Maintenance of Cost Records:

The Auditors’ Report and Secretarial Auditors’ Report do not contain anyqualifications reservations or adverse remarks. Report of the Secretarial Auditor isgiven as an Annexure which forms part of this report.

Maintenance of Cost Records as specified by the Central Government under sub-section(1) of Section 148 of the Companies Act 2013 is required by the Company and accordinglysuch accounts and records are made and maintained.

19. Particulars of Loans Guarantees and Investments:

Details of Loans Guarantees and Investments by Company under the provisions of Section186 of the Companies Act 2013 during the year under review are provided in Notes to theStandalone Financial Statements.

20. Material Events and commitments that have occurred after the Balance Sheet date:

No material event has occurred after the Balance Sheet date and the date of theBoards’ Report.

21. Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm:

a) That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to departures if any;

b) That such 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) 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 are prepared on a going concern basis;

e) That proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively;

f) That proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company’s internal financial controls wereadequate and effective during FY 20-21.

22. Familiarization Program for Independent Directors:

The Directors were introduced to all the Board members and the senior managementpersonnel as Chief Finance Officer Company Secretary and various Department Headsindividually to know their roles in the organization and to understand the informationwhich they may seek from them while performing their duties as a Director. The Companyshall conduct Periodical Meetings and make presentation to Familiarized Independentdirectors with the Strategy Operations and Functions of the Company. The detailsregarding Familiarization Program for Independent Directors have been disclosed on theWebsite of the Company under the link mentioned below:

http://www.gokulagro.com/wp-content/uploads/2016/02/5.-Familiarization-Program-for-Independent-Director-1.pdf

23. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation 19 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015; the Board hascarried out Annual Performance Evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its various Committees.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board Composition and StructureEffectiveness of Board Processes Information and Functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the Composition of Committees Effectiveness ofCommittee Meetings etc.

The Board in consultation with the Nomination and Remuneration Committee reviewed theperformance of the Individual Directors on the basis of the criteria such as thecontribution of the Individual Director to the Board and Committee Meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role. In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of Executive Directors andNon-Executive Directors. The same was discussed in the Board Meeting that followed theMeeting of the Independent Directors at which the performance of the Board itsCommittees and Individual Directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.

24. Related Party Disclosure:

Transactions with Related Party:

All the Related Party Transactions entered into during the financial year were onarm’s length basis and were in ordinary course of business. The Company has notentered into any transactions with Related Parties which could be considered material interms of Section 188 of the Companies Act 2013. Thus the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2is not applicable.

25. Risk Management:

The Company has formulated the Risk Management Policy which indicates Company’sstandards for risk taking while conducting business and to provide an easy-to-access guideany time you have a question. The Risk Management Committee will currently cover MarketRisk Credit Risk Process Risk and other risks as detailed in these documents. Each riskis covered within this Policy. This Policy will apply across all products throughout thefirm.

26. Corporate Governance:

The Company is committed to the adoption of best Corporate Governance practices and themanagement is of the view that a good Corporate Governance policy is one which results inthe control of the Company in a regular manner which makes management transparentethical accountable and fair resulting in enhanced shareholders’ value. Themanagement is pleased to provide detailed disclosures of specific matters forming part ofguidelines for Corporate Governance. The said report forms part of the Annual Report.

27. Extract of Annual Return:

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 the Extract of Annual Return in Form No. MGT 9 forms partof this report which is uploaded on the website of the Company i.e. www.gokulagro.com.

28. Disclosure Requirements:

As per SEBI Listing Regulations Corporate Governance Report with Auditors’Certificate thereon and Management Discussion and Analysis are attached which forms partof this report.

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

29. Conservation of Energy Technology Absorption and Foreign Exchange Earning Outgo:

Information relating to Conservation of Energy Technology and Foreign Earning andOutgo as required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 forms part of this Annual Report.

30. Particular of Employees:

The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in separate annexure forming part of this report.

The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Reports and Accounts are being sent to the members andothers entitled thereto excluding the information on employees’ particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy thereof such member may write to the Company Secretary in this regard.

31. Acknowledgements:

The members of the Board of Directors wish to place on record their sincereappreciation for the devoted services rendered by all the employees and the continuedco-operation and confidence of shareholders. The Board expresses their sincere thanks tothe Bankers Government and Semi-Government Authorities Esteemed Customers SuppliersBusiness Associates and all other well wishers for their consistent contribution at alllevels to ensure that the Company continues to grow and excel.

For & By order of the Board
Gokul Agro Resources Ltd.
Kanubhai J. Thakkar Jayesh K. Thakkar
Chairman & Managing Director Managing Director
DIN-00315616 DIN-03050068
Date : August 14 2021
Place : Ahmedabad

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