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Gokul Solutions Ltd.

BSE: 780012 Sector: Others
NSE: N.A. ISIN Code: INE909Q01010
BSE 05:30 | 01 Jan Gokul Solutions Ltd
NSE 05:30 | 01 Jan Gokul Solutions Ltd

Gokul Solutions Ltd. (GOKULSOLUTIONS) - Director Report

Company director report

Your Directors have pleasure in presenting before you the Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2021.

BACKGROUND:

Gokul Solution Limited was established under the Companies Act 1956on July 25 2008 having its registered office in the state of West Bengal. The Company isprominently engaged in the embroidery & sale of clothes. The Company currentlyoperates only in the State of West Bengal.

FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended 31stMarch 2021 are as follows:

(In Rs.)
Particulars Current Year ended Previous Year Ended
31.03.2021 31.03.2020
Profit Before Tax 603838.82 38445.95
Less: Provisions for Income Tax 138154.00 18938.00
Less: Provisions for Deferred Tax (8630.00) (8939.00)
Profit after Tax 474314.82 28446.95
Balance of Profit brought forward 1317863.86 1289416.91
Adjustments Related to Previous Year (5136.00)
Balance Carried to Balance Sheet 1787042.68 1317863.86

PERFORMANCE:

During the financial year 2020-21 your Company achieved an income fromother sources of Rs.2585626.00. Net profit (Post tax) for the year 2020-21 stood at Rs.474314.82. The Earning per share (EPS) is Rs.0.05.

DIVIDEND:

The company this year suffered a loss and your directors have decidednot to distribute any dividend this year. And to reinvest all the funds available forgrowth and expansion of the company in the current year.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2013-14 the Company was a Private limited Company.Subsequently our Company was converted into a Public limited Company under the CompaniesAct 1956 and the name of the Company was changed to "Gokul Solutions Limited"pursuant to issue of fresh Certificate of Incorporation consequent upon change of name onconversion to public limited Company dated August 12 2014.

DIRECTORS:

The Companies Act 2013 provides for appointment of independentdirectors. Sub-section (10) of Section 149 of the Companies Act 2013 provides thatIndependent Director shall hold office for a term of up to five consecutive years on theBoard of a company and shall be eligible for re-appointment on passing a specialresolution by the shareholders of the company. Sub-section 11 states that no independentdirector shall be eligible for more than two consecutive terms of up to five years each.Sub- section (13) states that the provision in respect of retirement of directors byrotation as defined in sub- sections (6) and (7) of Section 152 of the Act shall not applyto such independent directors. Further appointment of existing Independent Directors asrequired by the Companies Act 2013 also needs to be made as per Sections 149150 and 152read with schedule IV thereto and rules made thereunder.

Further Mr. Anand Kumar Dubey (DIN: 01522064) has been appointed asAdditional Director of the Company with effect from 15 th March 2018 andholding the office of Managing Director from 27 th September2018 till 26thSeptember2023

The Companies Act 2013 provides for appointment of Managing Director.Section 196 Sub-Section (2) of the Companies Act 2013 provides that Managing Directorshall hold office for a term of up to five consecutive years on the Board of a company andshall be eligible for re-appointment on passing an ordinary resolution by the shareholdersof the company. Sub-section 02 states that no Managing director shall be eligible for morethan a term of five consecutive years.

Further Mr. Krishna Kumar Mishra (DIN: 05312830) had been appointed asAdditional Director of the Company with effect from 13th May 2016. He isholding office as an Additional Executive Director of the Company and is entitled to holdoffice upto the ensuing Annual General Meeting.

Further Mr. Prakash Singh (DIN: 07579040) had been appointed asAdditional Director of the Company with effect from 13Th July 2016. He isholding office as an Additional Executive Director of the Company and is entitled to holdoffice upto the ensuing Annual General Meeting. Accordingly it is proposed to appoint Mr.Singh as Whole Time Director of the Company in accordance with Section 196 of theCompanies Act 2013 to hold office till 13th July 2021.

KMP CHANGES

During the year there was no change in the Key Managerial Personnel ofthe Company.

AUDITORS:

M/s A Poddar & Company Chartered Accountants has been appointed asthe Statutory Auditor of the Company with effect from 14th October2019 for aperiod of 5 years.

The Notes on financial statement referred to in the Auditor's Reportare self explanatory and do not call for any further comments. The Auditor's Report doesnot contain qualification reservation or adverse remark.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause of Section 134(5) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement your Directors herebyconfirm that:-

(i) In the preparation of the annual accounts for the year ended 31stMarch2021 the applicable accounting standards read with requirements set out underSchedule III to the Companies Act 2013 have been followed and there are no materialdepartures from the same;

(ii) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at the end of thefinancial year and of the profit of the Company for that period;

(iii) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provision of theCompanies Act2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities ;and

(iv) The Directors have prepared the annual accounts of the Company ona 'going concern' basis.

(v) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the Listing Agreement entered into with the Bombay StockExchange Limited Management Discussion and Analysis Report is presented in a separatesection and forms an integral part of the Board's Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulationslaid down in Listing Agreement. A detailed report on the Corporate Governance incompliance with Listing Agreement is presented as a part of the Annual Report. ACertificate from the Auditor on the compliance with Corporate Governance requirements byyour Company is attached to the Report on Corporate Governance.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is not applicable tothe Company. Therefore the information related to those aspects is not given. Furtherthere has been no foreign exchange earnings and outgo during the year under Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in formMGT-9 as required under Section 92 of the Companies Act 2013 is included in this reportas Annexure-B and forms an integral part of the Report.

NUMBER OF BOARD MEETINGS

The total number of Board Meetings held during the year 2020-21 standsat 5.

S.No Date of Meeting Board Strength No. of Directors Present
1. 11th June2020 3 3
2. 25th August2020 3 3
3. 15 th November2020 3 3
4. 31st December2020 3 3
5. 16th March2021 3 3

CSR POLICY

The provisions of Section 135 of the Companies Act 2013 are notapplicable to the Company.

LOANS GUARANTEES & INVESTMENTS

The Company has not given any loan to or provided any guarantee orsecurity in favour of any other parties. The Company has also not made any investment ofits fund with any other party.

INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financialcontrols with respect to the financial statements and commensurate with its size andnature of business which helps in ensuring the orderly and efficient conduct of business.No reportable material weakness in operation was observed.

RISK MANAGEMENT POLICY

We Gokul Solutions Limited believe that an effective Risk Managementpolicy is core to the diversified operations especially protecting Stakeholder valueimproving governance processes achieving strategic objectives and also for preparing todeal with adverse situations or unforeseen circumstances should they have occurred intime.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s S.A & Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report is Included inAnnexure- A and forms an integral part of this report.

HUMAN RESOURCES:

There are no employees as on date on the rolls of the Company who arein receipt of Remuneration which requires disclosures under the provisions of Section197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules2014.

During the year under review strong employer-employee relationshipdeveloped which helped the Company grow.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company's securitieshave now been listed on the ITP Platform of BSE Limited on December 9 2014 and theCompany has paid listing fee to the Exchange for the year 2019-20.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary associates or joint ventures of theCompany at present hence no consolidated financial statements have been prepared.

PUBLIC DEPOSITS

During the year under review the Company has not accepted or renewedany fixed deposits from the public. ANNEXURES TO THE REPORT

The annexures referred to in this report and other information whichare required to be disclosed are annexed herewith and forms part of this report of theDirectors:

Annexures Particulars
A Secretarial Audit Report
B Extracts of Annual Report
C Management Discussion and Analysis Report
D Corporate Governance Report

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the supportextended by its Employees Bankers Customers and various Government Agencies. The Boardalso wishes to thank the shareholders for their unstinted support.

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