Your Directors are pleased to present the 28th Annual Report of the Companyalong with the Audited Financial Statements for the year ended 31st March2021.
1. FINANCIAL HIGHLIGHTS
The summarized standalone and consolidated results of your Company and its subsidiariesare given in the table below:
Rs. in Lakhs
| ||Standalone || || |
|S. No. Particulars ||As on 31st March 2021 ||As on 31st March 2020 ||As on 31st March 2021 ||As on 31st March 2020 |
|1 Revenue from operations ||1002.77 ||1757.13 ||246466.59 ||216121.68 |
|2 Other Income ||600.16 ||1127.16 ||1237.75 ||2294.37 |
|3 Total Revenue ||1602.93 ||2884.29 ||247704.33 ||218416.05 |
|4 Profit / (Loss) before interest Depreciation Exceptional items and Taxes (PBIDTA) ||407.04 ||1330.61 ||5229.87 ||6070.73 |
|5 Interest and Finance costs ||0.36 ||0.69 ||2005.14 ||2857.21 |
|6 Depreciation and amortization expense ||49.03 ||23.36 ||535.16 ||556.22 |
|7 Profit/(loss) before exceptional items and tax ||357.65 ||1306.57 ||2689.57 ||2657.30 |
|8 Exceptional items ||- ||- ||- ||- |
|9 Profit/(Loss) before Taxation (PBT) ||357.65 ||1306.57 ||2689.57 ||2657.30 |
|10 Provision of Taxation including Deferred Tax liability/ (Assets) ||61.97 ||564.80 ||643.93 ||679.21 |
|11 Profit/ (Loss) from ordinary activities after tax ||295.68 ||741.77 ||2045.64 ||1978.08 |
|12 Total comprehensive income for the year ||289.67 ||743.75 ||2051.29 ||1951.77 |
In order to conserve the resources and to strengthen the financial position of thecompany and to meet long term fund requirement and future contingencies your Directors donot recommend any dividend for the year under review.
3. BUSINESS PERFORMANCE
There has been no change in the nature of business of the Company during the financialyear under review.
During the year under review total revenue from operation was Rs.1002.77 Lakhsagainst Rs.1757.13 Lakhs in the previous year. There has been decrease by 42.93% in totalincome.
Net Profit after tax is Rs.295.68 Lakhs for year ended 31.03.2021 as against Net Profitof Rs.741.77 Lakhs in previous year.
During the year under review total revenue from operation was Rs.246466.59 Lakhsagainst Rs.216121.68 Lakhs in the previous year. This show an increase in total revenueby 14.04 % as compared with previous year.
Net profit after tax is Rs.2045.64 Lakhs for year ended 31.03.2021 as against Netprofit of Rs.1978.08 Lakhs in previous year. Hence the net profit after tax increased by3.42 % as compared with previous year.
4. BUSINESS PERFORMANCE OF SUBSIDIARIES
GokulAgri International Limited (Subsidiary)
Gokul Agri International Limited wholly-owned subsidiary of the Company has itsproduction facility at Sidhpur District- Patan Gujarat India and is engaged in thebusiness of seed processing solvent extraction refining of edible oils and non-edibleindustrial oil such as castor oil. The Sidhpur Plant currently processes various types ofoils including Kachi Ghani oil Mustard oil Groundnut oil Refined Cottonseed oilSoyaben Refined oil Palmolein and Castor oil. It is also trading in agro commoditiesincluding spices in domestic and international market.
During the year under review total revenue from operation was Rs.245610.07 Lakhsagainst Rs. 214444.29 Lakhs in the previous year. This shows an increase of 14.53 % overthe previous year.
Net profit after tax is Rs.1738.33 Lakhs for year ended 31.03.2021 against Rs.1326.48Lakhs in previous year. This shows an increaseof 31.05% over previous year.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OFTHE FINANCIAL 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
Pursuant to the Buy-back of Equity Shares the paid up equity share capital of theCompany decreased from 131895000 equity shares of Rs. 2/- each to 98995000 equityshares of Rs. 2/- each.
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 an annexure in Form AOC-1prepared under section 129(3) of the Companies Act 2013 to the consolidated FinancialStatements of 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 www.gokulgroup.com. The Policy for determining material subsidiaries asapproved may be accessed on the Companys website at the link:http://www.gokulgroup.com/investor.php
8. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act 2013 andRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Consolidated Financial Statements form part of this Annual Report. TheConsolidated Financial Statements are prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retire by Rotation
Mr. Balvantsinh Rajput is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment. The Directors recommend forhis re-appointment.
As required under regulation 36(3) of the Listing Regulations particulars of Directorseeking re-appointment at the ensuing AGM are annexed to the notice convening 28thAGM.
Appointment / Re-appointment/Cessation
Due to sudden and sad demise of Mr. Karansinh Mahida (DIN-02237323)Non-Executive Independent Director of the Company on September 02 2020 he discontinuedto be the Director of the Company.
Mr. Parth Pareshbhai Shah (DIN 08958666) has been appointed as an AdditionalDirector designated as an Independent Director (Non-Executive)subject to the approval ofMembers at this Annual General Meeting w.e.f. 26.11.2020.
The present term of office of Mr. Balvantsinh Rajput as the Managing Directorwas expired on June 13 2021. As recommended by the Nomination and Remuneration Committeethe Board has reappointed Mr. Balvantsinh Rajput with effect from June 14 2021 for afurther period of 5 years subject to the approval of the members.
The Board seeks your approval for the re-appointment of Mr. Balvantsinh Rajput asManaging Director in this Annual General Meeting.
The present term of office of Mr. Dharmendrasinh Rajput as Whole Time Directordesignated as an Executive Director was expired on June 09 2021. As recommended by theNomination and Remuneration Committee the Board has reappointed Mr. Dharmendrasinh Rajputwith effect from June 10 2021 for a further period of 5 years subject to the approval ofthe members.
The Board seeks your approval for the re-appointment of Mr. Dharmendrasinh Rajput asWhole Time Director designated as an Executive Director in this Annual General Meeting.
Criteria of independence as mentioned under Section 149 (6) of the Companies Act 2013
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 policy on Directors appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees can be viewed at theCompanys website at weblink http://www.gokulgroup.com/investor.php
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 2020-21.
The company has complied with provisions relating to the constitution of InternalComplaints Committee under the_Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013_[14 of 2013]
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 Companys 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) Prof.(Dr). Dipooba Devada and Mr. Shaunak Mandalia.
All the recommendations made by the Audit Committee were accepted by the Board andimplemented accordingly. The details of term of reference of the Audit Committee memberdates of meeting held and attendance of the Directors are given separately in theCorporate 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 four times during the year 2020-21. 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 2021 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 2021 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 provisionsof all applicable laws and that such a systems are adequate and operating effectively.
i) STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed there under M/s. M. M. Thakkar & Co. Chartered Accountants Rajkot having FirmRegistration No. 110905W were appointed as Statutory Auditors of the Company fromconclusion of the 24th Annual General Meeting (AGM) till the conclusion of the29th AGM to be held in the year 2022.
M M Thakkar & Co Chartered Accountants have furnished a declaration confirmingtheir independence as well as their arms length relationship with the Company andthat they have not taken up any prohibited non-audit assignments for the company.
The Auditors Report to the shareholders for the year under review does notcontain any qualification.
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.
ii) SECRETARIAL AUDITOR
Yash Mehta & Associates Practicing Company Secretaries were appointed to conductSecretarial Audit for the financial year 2020-21. The Secretarial Audit Report is annexedherewith as ANNEXURE-I to this Report.
iii) COST AUDITORS
The Company doesnt fall under the purview and requirement to get the cost auditdone for FY 2021-22 pursuant to the provisions of Section 148 of the Companies Act 2013and the_Companies (Cost Records and Audit) Rules 2014 hence the Company has notappointed Cost Auditors for FY 2021-22.
17. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility Committee comprises Mr. Balvantsinh Rajput as theChairman Mr. Piyushchandra Vyas and Prof. (Dr.) Dipooba Devada as the members.
Pursuant to the provisions of section 135 of Companies Act 2013 company is notrequired to spend any amount in CSR activities for the financial year 2020-21 as companyhas made average net Loss during the three immediately preceding financial years.
The Report on CSR activities is given in ANNEXURE-II forming part of thisReport.
18. MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated in Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this Annual Report.
19. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015 a separate section onCorporate Governance forms part of this report and Certificate from a CompanysAuditor regarding compliance of conditions of Corporate Governance is 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 rules regarding conservation of Energy and Technology Absorption are not applicableto the Company as company does not have any production unit at present. However theinformation pertaining to Foreign Exchange Earnings and Outgo are as follows:
(Rs. in Lakhs)
|Particulars ||Year ended 2020-21 ||Year ended 2019-20 |
|1) Total foreign exchange used ||NIL ||NIL |
|2) Total foreign exchange earned ||Rs. 3.10 ||NIL |
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 armslength basis. During the year the company had not entered into any contract orarrangement or transactions with related parties which could be consideredmaterial (i.e. transactions exceeding ten percent of the annual consolidatedturnover as per the last audited financial statements entered into individually or takentogether with previous transactions during the financial year) according to the policy ofthe Company on materiality of Related Party Transactions. Accordingly there are notransactions that are required to be reported in form AOC-2.
However you may refer to Related Party transactions as per the Ind AS in Note No.35of 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 Companys website at thelink:- http://www.gokulgroup.com/investor.php
24. ANNUAL RETURN
Pursuant to Section 92(3) of the Act read with the applicable Rules and the circularissued by Ministry of Corporate Affairs on 28th August 2020 the extract to theAnnual Return of the Company can be accessed on the Companys website at the linkhttp://www.gokulgroup.com/ investor.php
25. INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a process driven framework for InternalFinancial Controls (IFC) within the meaning of the explanation to section 134(5)(e) of theAct. For the year ended on March 31 2021 the Board is of the opinion that the Companyhas sound IFC commensurate with the size scale and complexity of its business operations.The IFC operates effectively and no material weakness exists. The Company has a process inplace to continuously monitor the same and identify gaps if any and implement new and /or improved internal controls whenever the effect of such gaps would have a materialeffect on the Companys operations Managing the Risks of fraud corruption.
26. MAINTENANCE OF COST RECORD UNDER SUB SECTION (1)OF SECTION 148 COMPANIES ACT 2013:
The Company doesnt fall under the purview and requirement of maintenance of costrecords as specified by the Central Government under sub-section (1) of section 148 of theCompanies Act 2013.
27. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General Meetings.
28. BUYBACK OF SHARES
The Board of Directors at its meeting held on 16th June 2020 authorized aproposal for the Company to buy back its fully-paid-up equity shares of face value of Rs.2 each from the eligible equity shareholders of the Company for an amount aggregatinguptoRs. 39.48 Crores.
The buy-back offer comprised a purchase of 32900000 equity shares at a price of Rs.12 per equity share. The buyback was offered to all eligible equity shareholders of theCompany on a proportionate basis through the Tender offer route. The Companyconcluded the buyback procedures on 05th October 2020 and 32900000 equityshares were extinguished.
29. TRANSFER TO RESERVES:
Your Company has not transferred any amount to general reserve
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 Companys 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 Companys employees at all levels.
| ||For GokulRefoils and Solvent Limited |
| ||Sd/- |
| ||Balvantsinh Rajput |
|Date : 11th August 2021 ||Chairman & Managing Director |
|Place : Ahmedabad ||(DIN:00315565) |