Your Directors are pleased to present the 24th Annual Report of the Companyalong with the Audited Financial Statements for year ended 31st March 2017
1. FINANCIAL RESULTS
The summarized standalone and consolidated results of your Company and its subsidiariesare given in the table below:-
| || |
|Particulars ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
|1 Revenue from operations ||190472.53 ||164254.58 ||353206.21 ||341871.50 |
|2 Other Income ||1161.63 ||1134.27 ||1616.89 ||1961.31 |
|3 Total Revenue ||191634.16 ||165388.85 ||354823.10 ||343832.81 |
|4 Profit before interest Depreciation Exceptional items and Taxes (PBIDTA) ||2800.86 ||3052.37 ||7085.97 ||7282.99 |
|5 Interest and Financial Cost ||1952.56 ||1331.16 ||4743.94 ||4187.08 |
|6 Depreciation and Amortisation ||796.52 ||867.32 ||1241.30 ||1393.92 |
|7 Exceptional Items ||- ||4.06 ||- ||4.06 |
|8 Profit/(Loss) before Taxation (PBT) ||51.78 ||849.83 ||1100.73 ||1697.94 |
|9 Provision of Taxation including Deferred Tax liability/(Assets) ||29.28 ||279.80 ||485.62 ||580.83 |
|10 Profit/ (Loss) after Taxation (PAT) ||22.50 ||570.03 ||615.11 ||1117.11 |
|11 Share of Loss from associate company ||- ||0.00 ||- ||(1.78) |
|12 Net Profit/(Loss) ||22.50 ||570.03 ||615.11 ||1115.33 |
In order to conserve the resources and to strengthen the financial position of thecompany and to meet long term fund requirement your Directors do not recommend anydividend for the year under review.
3. BUSINESS PERFORMANCE
During the year under review total revenue from operation was Rs. 190472.53 lakhsagainst Rs. 164254.58 lakhs in the previous year. There has been increase by 15.96% intotal income.
Operating profit (PBIDT) was Rs. 2800.86 lakhs against Rs. 3052.37 lakhs in theprevious year There has been decrease by 8.24 % in operating profit. Net profit wasRs.22.50 lakhs against Rs. 570.03 lakhs in the previous year There has been decrease by96.05 % in net profit for year ended 31.03.2017 as compared to Previous Year due toincrease in material cost unfavorable import duty structure and market disparity.
During the year under review total revenue from operation was Rs. 353206.21 lakhagainst Rs. 341871.50 lakhs in the previous year There has been increase by 3.31% intotal income.
Operating profit (PBIDT) was Rs. 7085.97 lakhs against Rs. 7282.99 lakhs in theprevious year There has been decrease by 2.71% in operating profit. Net profit for theyear was Rs. 615.11 lakhs against Rs.1115.33 lakhs in the previous year There has beendecrease by 55.15% in net profit due to increase in material cost unfavorable import dutystructure and market disparity.
There has been no change in the nature of business of the Company during the financialyear under review.
4. DIVESTMENT OF HALDIA OF UNDERTAKING
The meeting of the Board of Directors of the Company was held on 29thNovember 2016 for the purpose of evaluating the option of divestment of HaldiaUndertaking of the company and constituted a Haldia Divestment Committee. Company hasobtained the approval of shareholders by Special Resolution pursuant to Section 180(1)(a)of the Companies Act 2013 through Postal Ballot and authorized Board of Directors forsale of Haldia Undertaking. The Haldia Divestment Committee and Audit Committee had met onmany occasions and had recommended for sale of Haldia Undertaking as a going concern onslum sale basis to Adani Wilmar Ltd- Ahmedabad for aggregate consideration of Rs. 287.50Crores subject to working capital adjustment. On the basis of said recommendations theBoard of Directors at their meeting held on 02nd June 2017 has decided to saleof Haldia Undertaking of the company and executed Business
Transfer Agreement and Escrow Agreement with Adani Wilmar Limited . Other postexecution formalities are in process.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting financial positionbetween end of the financial year and the date of the report.
6. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2017 was Rs. 2637.90Lakhs. There has been no change in capital structure of the Company during the year underreview.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial position of subsidiariesassociates and joint venture companies is attached as Annexure in Form AOC-1 preparedunder section 129(3) of the Companies Act 2013 to the consolidated Financial Statementsof the Company which forms part of this report.
The Company has kept the separate audited financial statements in respect of each ofsubsidiaries at the Registered Office of the Company and available upon the request by anyshareholder of Company. The said financial statements are also available on the website ofyour Company at http://www.gokulgroup.com. The Policy for determining materialsubsidiaries as approved may be accessed on the Company's website at the link:http://www.gokulgroup.com/Portals/0/Users/policy%20matereal%20subsidiary.pdf.
8. CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the applicable provisions of Companies Act 2013 including theAccounting Standard 21 on Consolidated Financial Statements this Annual Report alsoincludes Consolidated Financial Statements for the financial year 2016-17.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Retire by Rotation:-
Mr. Dharmendrasinh Rajput is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Directors recommendfor his re-appointment.
The present terms of office of Mr. Bipinkumar Thakkar as Whole Time Director-Legal wasexpired on January 16 2017. As recommended by the Nomination and Remuneration Committeethe Board has reappointed Mr. Bipinkumar Thakkar with effect from January 16 2017 for afurther period of 3 years subject to the approval of the shareholders. The Board seeksyour approval for the re-appointment of Mr. Bipinkumar Thakkar as Whole TimeDirector-Legal in the ensuing Annual General Meeting.
The Independent Directors of your Company have given the certificate of independence toyour Company stating that they meet the criteria of independence as mentioned underSection 149 (6) of the Companies Act 2013. The details of familiarization programme forIndependent Directors conducted during the year have been provided under the CorporateGovernance Report.
Evaluation of Board Performance
In compliance with the Companies Act 2013 and SEBI (LODR) Regulations 2015 theperformance evaluation of the Board and its Committees was carried out during the yearunder review. More details on the same are given in the Corporate Governance Report.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The said policy can be viewed at the Company's website at weblink http://www.gokulgroup.com/Portals/0/Users/POLICY%20FOR%20SELECTION%20AND%20APPOINTMENT%20OF%20DIRECTORS%20AND%20THEIR7o20REMUNERATION.pdf.
10. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules and no complaint has been received onsexual harassment during the financial year 2016-17.
11. WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy for directors andemployees to report to the management instances of unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Thedetails of the said Policy is explained in the Corporate Governance Report and also postedon the website of the Company.
12. AUDIT COMMITTEE
The Audit Committee comprises Directors namely Mr. Piyushchandra Vyas (Chairman) Mr.Karansinhji Mahida Prof. (Dr). Dipooba Devada and Mr. Bipinkumar Thakkar.
All the recommendations made by the Audit Committee were accepted by the Board. Thedetails of term of reference of the Audit Committee member dates of meeting held andattendance of the Directors are given separately in the Corporate Governance Report.
13. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.
Further the Company identifies risks with its degree and control systems areinstituted to ensure that the risks in business process are mitigated. The Board providesoversight and reviews the Risk Management Policy periodically. In the opinion of the Boardthere has been no identification of elements of risk that may threaten the existence ofthe Company.
14. MEETINGS OF BOARD
The Board of Director met Seven times during the year 2016-17. The Details of the BoardMeetings and the attendance of the Directors are given in the Corporate Governance Report.
15. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions Section 134(3) (c) of Companies Act 2013 theDirectors state that:-
a) in the preparation of the Annual Accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and that there are no materialdepartures;
b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and theprofit and loss of the Company for the year ended on that date;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the directors have prepared the annual accounts on a going concern basis;
e) that proper internal financial controls are in place and that the financial controlare adequate and are operating effectively; and
f) the directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such a systems are adequate and operating effectively.
16. AUDITORS STATUTORY AUDITORS
M/s. M. R. Pandhi and Associates Chartered Accountants (ICAI Registration No.:112360W) Ahmadabad were appointed as the Statutory Auditors of the Company by the Membersat their Annual General Meeting held in August 2004 and thereafter each year till theyear 2016.Accordingly the present Statutory Auditors M/s. M. R. Pandhi and AssociatesChartered Accountants (ICAI Registration No.: 112360W) Ahmadabad have completed theirtenor of two terms of five consecutive years and also an additional period of 3 years asstipulated under the section 139 of the companies Act 2013 .M/s M. R. Pandhi andAssociates Chartered Accountants (ICAI Registration No.: 112360W) Ahmadabad will thus beholding the office of the Statutory Auditor up to the conclusion of the forthcoming AnnualGeneral Meeting.
The Board of Directors is proposing to appoint M/s. M. M. Thakkar & Co. CharteredAccountants (ICAI Registration No. 110905W) as statutory Auditors for a period of 05years commencing from the conclusion of the 24th Annual General Meeting till theconclusion of the 29th Annual General Meeting.
M/s. M. M. Thakkar & Co. Chartered Accountants have consented to the saidappointment if made would be within the limits mentioned under section 143 (3)(g) of theCompanies Act 2013 and Companies (Audit and Auditors) Rules 2014.
The Audit Committee and Board of Directors recommend the appointment of M/s M. M.Thakkar & Co. Chartered Accountants as Statutory Auditors of the Company from theconclusion of the 24th Annual General Meeting till the conclusion of the 29th AnnualGeneral Meeting.
The Board placed on record its appreciation for the contribution of M/s. M. R. Pandhiand Associates Chartered Accountants (ICAI Registration No.: 112360W) Ahmadabad duringhis tenure as the statutory Auditors of your Company.
The Auditor's Report to the shareholders for the year under review does not contain anyqualification.
Details in respect of frauds reported by auditors under sub-section (12) of Section 143other than those which are reported to the central government: -
During the year under consideration there were no such instances.
M/s. Mohan B. Vaishnav Practicing Company Secretaries were appointed to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report is annexedherewith as ANNEXURE-I to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.
M/s. Ashish Bhavsar & Associates Cost Accountants (Firm Reg. No. 000387) werereappointed as Cost Auditors for the financial year 2016-17 to conduct cost audit of theaccounts maintained by the Company in respect of the products prescribed under theapplicable Cost Audit Rules.
The Cost Audit Report for the financial year 2016-17 in respect of the productsprescribed under relevant Cost Audit Rules shall be filed as per the requirements ofapplicable laws.
Further your Directors had on the recommendation of the Audit Committee re-appointedM/s. Ashish Bhavsar & Associates as Cost Auditors of the Company for the year 2017-18to conduct cost audit of the Company.
17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of Rs. 0.14 Lakhs to the Investor Education andProtection fund established by the Central Government during the financial year 2016-17in compliance with Section 125 (3) of the Companies Act 2013. The said amount representsunpaid and unclaimed dividend amount for the financial year 2008-2009 which were lyingwith the Company for a period of 7 years from their due dates of payment. Prior totransferring the aforesaid sum the Company has send reminders to the shareholders forsubmitting their claims for unpaid and unclaimed dividend amount for the financial year2008-2009.
18. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility Committee comprises of Mr. Balvantsinh Rajput as theChairman Mr. Piyushchandra Vyas and Prof.(Dr.) Dipooba Devada as the members.
During the year we focused on promoting education in and around Sidhpur Dist.PatanGujarat. The Report on CSR activities is given in ANNEXURE-II forming part of thisReport.
19. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015 a separate section onCorporate Governance along with reports on Management Discussion & Analysis andCertificate from a Company's Auditor regarding compliance of conditions of CorporateGovernance are made part of this Report as ANNEXURE-III.
20. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isattached as ANNEXURE-IV which forms part of this report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as ANNEXURE-V which forms part ofthis report.
21. ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo are required to be given pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed heretomarked ANNEXURE-VI and forming part of this Report.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the company had not entered into any contract or arrangement ortransactions with related parties which could be considered 'material' (i.e. transactionsexceeding ten percent of the annual consolidated turnover as per the last auditedfinancial statements entered into individually or taken together with previoustransactions during the financial year) according to the policy of the Company onmateriality of Related Party Transactions. Accordingly there are no transactions that arerequired to be reported in form AOC-2.
However you may refer to Related Party transactions as per the Accounting Standardsin Note No.40 of the Standalone Financial Statements.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink:-http://www.gokulgroup.com/Portals/0/Users/related%20party%20policy%20 final.pdf
24. EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 as prescribed in FormNo. MGT-9 is given in ANNEXURE-VII.
25. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:-
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany commission from the Company and not disqualified from receiving any remuneration orcommission from any of subsidiaries of the Company.
5. No significant and material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's future operations.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.
| ||For Gokul Refoils and Solvent Limited |
|Date : 31st July 2017 ||Balvantsinh Rajput |
|Place: Ahmedabad ||Chairman & Managing Director |
| ||(DIN:00315565) |