Gokul Agro Resources Limited.
The Directors are pleased to present the Annual Report on the affairs of the Companyalong with the Audited Financial Statements and Auditor's Report for the year ended onMarch 31 2017.
1. Financial Highlights:
Highlights of Financial Results for the year are as under.
| || || || ||(Rs in Lacs) |
|Particulars ||Standalone ||Consolidated |
| ||March 31 2017 ||March 31 2016 ||March 31 2017 ||March 31 2016 |
|Revenue from Operations ||426156.97 ||362799.51 ||430379.23 ||363189.05 |
|Operating & Other Income ||707.01 ||1823.23 ||645.50 ||1696.11 |
|Total Revenue ||426863.98 ||364622.74 ||431024.73 ||364885.16 |
|Profit Before Interest Depreciation Exceptional || || || || |
|Items and Taxes (EBIDTA) ||6295.46 ||4108.64 ||6409.17 ||6972.30 |
|Interest and Financial Cost ||4607.85 ||5805.82 ||4894.52 ||3985.00 |
|Depreciation and Amortization ||2070.38 ||1521.50 ||2070.38 ||1521.50 |
|Profit Before Tax (PBT) ||3101.63 ||1949.39 ||3144.96 ||1465.80 |
|Provision of Taxation including Deferred Tax || || || || |
|Liability / (Assets) ||1077.02 ||529.22 ||1077.02 ||1077.02 |
|Share of Loss from Associate Company ||- ||- ||- ||- |
|Profit After Tax (PAT) ||2024.62 ||1420.17 ||2067.95 ||940.59 |
|Earnings Per Share (EPS) before exceptional item ||1.54 ||1.08 ||1.57 ||0.71 |
|Earnings Per Share (EPS) after exceptional item ||1.54 ||1.08 ||1.57 ||0.71 |
2. Company's Performance:
The total income of the Company for the Year under Review is Rs 426863.98 Lacs ascompared to Rs 364622.74 Lacs in the previous year. Net Profit after Tax stood at Rs2024.62 Lacs as compared to Net Profit of Rs 1420.17 Lacs in the previous year.
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 Year2016-17.
4. Transfer to General Reserves:
No amount is apportioned from Profit and Loss Account and transferred to any ReserveAccount in Financial Year 2016-17.
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. Eg. 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:
During the year on account of the reconstitution of Board dated on June 9 2016 Mr.Balvantsinh Rajput Mr. Piyushchandra Vyas Prof. Dr. Dipooba Devada Mr. KaransinhjiMahida Mr. Bipinkumar Thakkar resigned from the post of Director.
Mr. Jayesh Thakkar Dr. Ashutosh Bhambhani Mr. Keyoor Bakshi Late Mr. MangharamKotak and Ms. Pooja Yadav were appointed as Additional Directors pursuant to Section 161of Companies Act 2013 w.e.f. June 09 2016 to hold office till the ensuing Annual GeneralMeeting.
Pursuant to the provisions of Section 203 of the Companies act 2013 Mr. JayeshThakkar was appointed as Jt. Managing Director and Dr. Ashutosh Bhambhani was appointed asWhole-time Director w.e.f. June 9 2016 respectively.
Pursuant to the provisions of Section 149 of the Act Mr. Keyoor Bakshi Late Mr.Mangharam Kotak and Ms. Pooja Yadav were appointed as Independent Directors at the SecondAnnual General Meeting of the Company held on September 16 2016. They have submitted adeclaration that each of them meets the criteria of independence as provided in Section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as an Independent Director during the year.
|Name ||DIN ||Designation |
|Mr. Kanubhai Thakkar ||00315616 ||Chairman and Managing Director |
|Mr. Jayesh Thakkar ||03050068 ||Jt. Managing Director |
|Dr. Ashutosh Bhambhani ||07163125 ||Whole-time Director |
|Mr. Keyoor Bakshi ||00133588 ||Independent Director |
|Ms. Pooja Yadav ||07522176 ||Independent Director |
|Late Mr. Mangharam Kotak ||07529998 ||Independent Director |
|Mr. Pankaj Kotak ||07809016 ||Independent Director |
* Mr. Mangharam Kotak passed away on March 02 2017. To comply with the provisions ofSection 149 of the Companies Act 2013 and Regulation 17(1)(b) of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 Mr. Pankaj Kotak wasappointed as an Independent Director in Casual Vacancy w.e.f May 05 2017.
The Board consists of five members as on March 31 2017 two of them are Promoters andExecutive Directors One of Them is a Whole-time Director two of them are IndependentDirectors.
The Board met 6 times during the Financial Year 2016-17 on
|May 20 2016 ||June 9 2016 ||June 10 2016 |
|August 12 2016 ||November 07 2016 ||February 10 2017 |
The Board Meeting held on May 20 2016 was adjourned because of insufficient Quorum.The Adjourned Board Meeting was held on May 27 2016 in compliance to Section 174(4) ofthe Companies Act 2013.
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 2017 and their directorships with anyother Company is given here below.
|Name of Director ||No. of Board Meeting Held ||No. of Board Meeting Attended ||No. of Directorships in other Indian Public Companies |
|Mr. Kanubhai Thakkar ||06 ||06 ||3 |
|Mr. Jayesh Thakkar ||05 ||05 ||0 |
|Dr. Ashutosh Bhambhani ||05 ||04 ||0 |
|Mr. Keyoor Bakshi ||05 ||05 ||5 |
|LATE Mr. Mangharam Kotak ||05 ||04 ||0 |
|Ms. Pooja Yadav ||05 ||05 ||0 |
|Mr. Balvantsinh Rajput ||01 ||01 ||3 |
|Mr. Piyushchandra Vyas ||01 ||01 ||2 |
|Prof. Dr. Dipooba Devada ||01 ||01 ||2 |
|Mr. Karansinhji Mahida ||01 ||01 ||2 |
|Mr. Bipinkumar Thakkar ||01 ||01 ||2 |
Committees of Board:
Your 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:
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 and Managing Director Mr. Jayesh Thakkar Jt. Managing Director Dr. Ashutosh Bhambhani Whole-time Director Mr. HiteshThakkar Chief Executive Officer Mr. Manish Kella - Chief Finance Officer and Ms.Chinar Jethwani -Company Secretary of the Company are the Key Managerial Personnel for theFinancial Year 2016-17 as per the provisions of the Section 203 of the Companies Act 2013and are holding office after the commencement of the Companies Act 2013.
Mr. Jayesh Thakkar and Dr. Ashutosh Bhambhani were appointed as Jt. Managing Directorand Whole-time Director respectively and designated as Key Managerial Personnel pursuantto Section 203 of the Companies Act 2013 w.e.f June 9 2016.
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. However the Company is not required to make any expenditurein CSR nominated activities as the Company has not completed a period of 3 consecutiveyears as prescribed in the provisions of the Companies Act 2013 with respect toallocation and spending of amount not less than 2% of last 3 years' Average Net Profit.Hence the Company has not spent any amount for the CSR activities.
However Company has spent Rs 200000/- (Two Lacs) for "FLIGHT OFFANTASY" - an Educational trip organised by the Ahmedabad Round Table.
12. Subsidiary Joint-Venture and Associate Companies:
As on March 31 2017 the Company has one Subsidiary Company namely Maurigo Pte. Ltd.Singapore. The Audited Financial Statements of the Subsidiary Company will be availablefor inspection during business hours at the Registered Office of the Company. Further thefinancial highlights of Subsidiary Company are part of this Report as prescribed in FormAOC-1.
The Company will also make these documents available upon request by any Member of theCompany interested in obtaining the same. The separate audited financial statements inrespect of each of the subsidiary companies are also available on the website of theCompany at www.gokulagro.com
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.
M/s. Surana Maloo & Co. Chartered Accountants (Firm Registration No. 112171W) arethe Statutory Auditors of the Company. Members of the Company at the First Annual GeneralMeeting held on September 8 2015 had approved the appointment of M/s. Surana Maloo &Co. Chartered Accountants (Firm Registration No. 112171W) as the Statutory Auditors for aperiod of 5 financial years i.e. upto the conclusion of 6th Annual GeneralMeeting to be held in the year 2020. As required by the provisions of the Companies Act2013 their appointment should be ratified by members each year at the AGM. Accordinglyrequisite resolution forms part of the notice convening the 3rd Annual GeneralMeeting of the Company.
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 appointment ofM/s Priyank Patel & Associates Cost Accountants Ahmedabad (Firm Registration No.103676) as the Cost Auditors of the Company for the year ending March 31 2018 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.
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 Samdani 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 2016-17. The Secretarial Audit Report for the FY 2016-17 isannexed to this Directors' Report.
Accordingly the Company has re-appointed M/s Samdani Shah & Kabra AssociatesCompany Secretaries as Secretarial Auditor of the Company in the Board Meeting datedAugust 11 2017 to conduct Secretarial Audit for Financial Year 2017-2018.
15. Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report instances of unethical behaviouractual or suspected fraud or violation of Company's Code of Conduct to the management.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safeguards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. No whistle blower has beendenied access to the Audit Committee of the Board. The Whistle Blower Policy/VigilMechanism 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 Regulations 34 of the SEBI (Listing Obligations and DiscloureRequirements) Regulations 2015 with the Stock Exchange is attached and forms part of thisDirectors' Report.
18. Auditors' Report and Secretarial Auditors' Report:
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.
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 that have occurred after the Balance Sheet date:
Mr. Mangharam Kotak passed away on March 02 2017. In order to comply with theprovisions of Section 149 of the Companies Act 2013 and Regulation 17(1)(b) of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 Mr. Pankaj Kotak wasappointed as an Independent Director in casual vacancy w.e.f May 05 2017.
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 annualaccounts the applicable accounting standards have been followed along with properexplanation 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.
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.pdf
23. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and Regulation 19 of SEBI(LISTING OBLIGATIONS AND DISCLOURE REQUIREMENTS) the Board has carried out AnnualPerformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its various Committee.
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:
All the Related Party Transactions entered into during the financial year were on arm'slength basis and were in ordinary course of business. The Company has not entered into anytransactions with Related Parties which could be considered material in terms of Section188 of the Companies Act 2013. Thus the disclosure of Related Party Transactions asrequired under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is notapplicable.
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 theCompany.
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. The management ispleased to provide detailed disclosures of specific matters forming part of guidelines forCorporate Governance. The said report forms part of this report.
27. Extracts 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.
28. Disclosure Requirements:
As per SEBI Listing Regulations Corporate Governance Report with Auditors' Certificatethereon and Management Discussion and Analysis are attached which forms part of thisreport.
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 ratio of remuneration of each Director to the median employee's remuneration andother details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Annual Report.
The details as required under Section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 isnot applicable as there is no employee (except Managing Director CFO CEO and CS) in theCompany employed throughout the financial year with salary above Rs 102 lacs per annum oremployed in part of the financial year with average salary above Rs 8.5 lacs per month.
Further there is no employee employed throughout the financial year or part thereofwho was in receipt of remuneration of in aggregate is in excess of that drawn by theManaging Director or Whole-time Director or Manager and holds by himself or along withhis spouse and dependent children not less than two percent (2%) of the Equity Shares ofthe Company.
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 |
|Date : August 11 2017 ||Managing Director ||Jt. Managing Director |
|Place : Ahmedabad ||DIN-00315616 ||DIN-03050068 |