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Gopal Iron & Steels Co.(Gujarat) Ltd.

BSE: 531913 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE641H01018
BSE 00:00 | 21 Jan 8.01 -0.20
(-2.44%)
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7.80

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8.21

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NSE 05:30 | 01 Jan Gopal Iron & Steels Co.(Gujarat) Ltd
OPEN 7.80
PREVIOUS CLOSE 8.21
VOLUME 13359
52-Week high 13.20
52-Week low 3.87
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.80
CLOSE 8.21
VOLUME 13359
52-Week high 13.20
52-Week low 3.87
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gopal Iron & Steels Co.(Gujarat) Ltd. (GOPALIRONSTL) - Director Report

Company director report

To

The Members

GOPAL IRON & STEEL CO. (GUJARAT) LIMITED

Your Directors have pleasure in presenting their Twenty Seventh Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

1. STATE OF AFFAIRS OF THE COMPANY:

Gopal Iron and Steels Co. (Gujarat) Limited (the company) is a public company domiciledin India and incorporated under the provisions of the Companies Act 1956. Its shares arelisted on Bombay Stock Exchange in India. The company is engaged in the manufacturing ofSS/MS bars MS Sections ERW Pipes and other iron and steel items. The company catersdomestic market.

- SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The Company is currentlyengaged in only one business i.e. SS/MS bars MS Sections ERW Pipes and other iron andsteel items. Accordingly there is no segments of business activity of the Company

- CHANGE IN STATUS OF THE COMPANY: The status of the company has not beenchanged during the financial year 2020-21.

- CHANGE IN THE FINANCIAL YEAR: The company has not changed its financial yearduring the year.

- CAPITAL EXPENDITURE PROGRAMMES: Not Applicable

- DETAILS AND STATUS OF ACQUISITION MERGER EXPANSION MODERNIZATION ANDDIVERSIFICATION: Not Applicable

- DEVELOPMENTS ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL PROPERTY RIGHTS:Not Applicable

- ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY:. NotApplicable

- IMPACT OF COVID -19: Due to COVID 19 Pandemic the Company has stopped itsProduction and other Business Activities as on 22.03.2020 and till date the Company is notcurrently engaged into any of said operations. Once the Covid 19 Situation is underControl the Company would start with its Business Activies. We have adequatecapital to meet business requirements. The Demand would increase as and when the situationis under control. No material events have occurred during the financial year 2020-21 whichimpact on the affairs of the Company.

2. FINANCIAL SUMMERY: (Standalone)

The Board's Report is to prepared based on the stand alone financial statements of thecompany.

(Amount Rs.)

PARTICULARS 2020-21 2019-20
Revenue from Operations 0 35929343
Other income 0 660
Total Income 0 35930003
Profit/loss before Depreciation -1655900 -22807719
Finance Costs Exceptional items and
Tax Expense
Less: Depreciation 0 -
Profit/loss before Finance Costs -1655900 -22807719
Exceptional items and Tax Expense
Less: Finance Cost 540000 -
Profit/loss before Exceptional items and Tax Expense -2195900 -22807719
Less: Exceptional Items - -
Profit / (Loss) Before Tax -2195900 -22807719
Provision for Tax & Deferred Tax - -
Profit / (Loss) After Tax -2195900 -22807719
Other Comprehensive income (net of tax effect) 0 0
Total Comprehensive income -2195900 -22807719
Add : Balance as per last Financial Statement -53065283 -30257564
Disposable Surplus - -
Less : Transfer to General Reserve - -
Dividend Paid (19-20) - -
Dividend Paid (18-19) - -
Dividend Distribution Tax (19-20) - -
Dividend Distribution Tax (18-19) - -
Balance carried forward -40228797 -53065283

3. FINANCIAL SUMMERY:

Your company has not carried out any business activity during the financial year2020-21 as compare to the net sales of Rs. 359.29 lakhs in last year. Despite thedifficult external environment the company will strive to improve its performance in longterm prospects based on actual pace of global economy and is hopeful to achieve growth inupcoming years.

4. DIVIDEND:

Due to accumulated losses the Board has not recommended any dividend to theShareholders for the financial year 2020-21.

5. THE AMOUNTS IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVES;

During the year the company has not transferred any amount to Reserves account.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions Section 152(6) of the Companies Act 2013 Mrs. KundanbenPatel (DIN: 03063504) Managing Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offer herself for reappointment.

Mr. Prafful Burad (DIN : 08723049) has been appointed as an additional director of theCompany as on 30th June 2020 as an Independent Director of the Company to holdthe office till the conclusion of this AGM. Designation of Mr. Prafful Burad was changedfrom Additional Director to the Director in the AGM held on 29th December 2020for the term of five consecutive Years.

Mr. Mukesh Jani was appointed as an additional independent Director of the Company ason 11th February 2021 to hold the office till the conclusion of the upcomingAGM. Accordingly his appointment is placed before the upcoming AGM.

Mr. Naresh Patel an existing Independent Director of the Company has resigned from thecompany as on 11th February 2021 due to his pre occupation and other personalreasons. There was no other material reason in the resignation of Mr. Naresh Patel exceptmentioned above.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section 6 of Section 149 of the Companies Act 2013 and under Regulation 16 b) of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with theCode for Independent Directors prescribed in Schedule IV to the Act.

- JUSTIFICATION FOR APPOINTMENT / REAPPOINTMENT OF INDEPENDENT DIRECTORS:

Mr. Mukesh Jani is having good knowledge and experience in the Marketing and otheradministrative works. Accordingly it is advisable to continue his appointment as anIndependent Director of the Company.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.

7. MEETINGS:

During the year Six (6) Board Meetings and Four Audit Committee Meetings were convenedand held. The dates on which the said Board meetings were held:

S.N. BM AC
1 30.06.2020 30.06.2020
2 10.09.2020 10.09.2020
3 09.11.2020 09.11.2020
4 05.12.2020 11.02.2021
5 11.02.2021 -

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

8. COMMITTEES:

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 statues.

The Board has constituted following Committees.

Audit Committee

Nomination and Remuneration Committee

Stakeholder's Relationship Committee

The details with respect to the compositions powers roles terms of reference etc. ofrelevant committees are given in detail in the ‘Report on Corporate Governance' ofthe company which forms part of this Annual Report.

9. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2021 forms part of thisreport as "Annexure I". The extract of Annual Return as well as AnnualReturn in form MGT -9 and MGT-7 are also available on the website of theCompany(www.gopaliron.com ).

10.STATUTORY AUDITORS & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/S. KRUTESHPATEL & ASSOCIATES Chartered Accountants (F.R.NO.100865W) has been appointed asa statutory auditor of the Company to hold office till the conclusion of Annual GeneralMeeting of the Company for the financial year 2023-24.

The Auditors comments on your company's accounts for year ended March 31 2021 are selfexplanatory in nature and do not require any explanation as per provisions of Section134(3) (f) of the Companies Act 2013.

11.DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2020-21 the Statutory Auditor has not reported to the auditcommittee any instance of fraud committed against the Company by its employees or officersunder section 143(12) the details of which need to be reported in Board's Report.

12.INTERNAL FINANCIAL CONTROLS:

The Company has appointed M/S. KUNAL SHAH & CO. Chartered Accountant as InternalAuditor of the Company. Your company had laid down set of standards processes andstructure which enables to implement internal financial control across the organizationand ensure that the same are adequate and operating effectively. Their scope of workincludesreview of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas.

13.COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act 2013 read with Rule 3 of Companies(Cost Records and Audit) Rules 2014 Company does not fall under the criteria formaintaining cost record for the financial year 2020-21.

14.SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013 your company had appointed M/s. A.Shah & Associates Practicing Company Secretaries Ahmedabad as its SecretarialAuditors to conduct the Secretarial Audit of the company for FY 2020-21. The Report of theSecretarial Auditor for the FY 2020-21 is annexed to this report as "AnnexureII".

The Board of Directors of the Company has discussed the remarks as mentioned inSecretarial Audit Report at arm's length. The qualification raised by the SecretarialAuditor in its report and the justification of Board of Directors on the same are asfollows:

SR. NO QUALIFICATION JUSTIFICATION OF BOARD
1. The Company is yet to comply with Regulation 31(2) of The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015 for maintaining hundred percent of shareholding of promoter(s) and promoter group in dematerialized form. The Company has taken steps to ensure that the physical shares held by promoter or promoter group are fully converted into DEMAT.
However still One shareholders of promoter group is holding shares in physical.
2 DIR-3 KYC of Mr. Prabhubhai Patel one of the Director of the Company is yet to be filed with ROC. The Company has intimated all the directors for the same. However there is no update from Mr. Prabhubhai Patel for DIR-3 KYC.
3 Form MR-1 is yet to be filed with ROC for reappointment of Mr. Prabhubhai Patel Whole Time Director of the Company The Company has not received SIGNED COPY OF necessary documents from Director and hence there was delay in filing form MR-1 with ROC.
4. The Company is not complied with Regulation 47 of SEBI(LODR) Regulation 2015 as the Website of the company is yet not updated. The company undertakes to comply with Regulation 47 by maintaining website of the Company in the current financial year.
5. There was a delay in filing Regulation 31 Shareholding pattern with BSE due to COVID impacted situation and the company has also paid the penalty of Rs. 7080/- for the same. The delay was occurred due to COVID -19 situation. However the company has complied with Regulation 31 as soon as it has received the data and paid the penalty of Rs. 7080/- for delay in submission.

15. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees andindividual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribedby Securities and ExchangeBoard of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V of SEBI (ListingObligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on thebasis of the criteria such as the Board composition and structureeffectiveness of board processes informationand functioning etc.The performance of thecommittees was evaluated after seeking inputs from the committee memberson the basis ofthe criteria such as the composition of committees effectiveness of committee meetingsetc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of theindividual directors on the basis of the criteria such as thecontribution of the individual director to the Board andcommittee meetings likepreparedness on the issues to be discussed meaningful and constructive contributionandinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of theboard as a whole and performance of the Chairman wasevaluated taking into account the views of executivedirectors and non-executivedirectors. The same was discussed in the board meeting that followed the meetingof theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

16. DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisionsof Section 73 to 76 of the Companies Act 2013. However the company has acceptedunsecured loan from director and relatives during the year which falls in the exemptedcategory as per Section 73 of Companies Act 2013. Hence the disclosures required as perRule 8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 read with Section 73 to 76of the Companies Act 2013 are not applicable to your Company.

17. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.gopaliron.in under investors/policy documents/Whistle Blower Policy link.

18. CONSERVATION OF ENERGY&TECHNOLOGY ABSORPTION:

(a)Conservation of energy:

(i) the steps taken or impact on conservation of energy N.A
(ii) the steps taken by the company for utilizing alternate sources of energy N.A
(iii) the capital investment on energy conservation equipment's N.A
(b) Technology absorption:
(i) the efforts made towards technology absorption N.A
(ii) the benefits derived like product improvement cost reduction product development or import substitution N.A
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A
(a) the details of technology imported N.A
(b) the year of import; N.A
(c) whether the technology been fully absorbed N.A
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof N.A
(iv) the expenditure incurred on Research and Development N.A

The efforts are being made for energy conservation to the new & Innovative means.The company always ready to keep itself updated with all latest technological innovationby way of constant communication and consulting expert. Efforts are being made to reducethe cost and to improve performance etc.

19. FOREIGN EXCHANGE EARNINGS / OUTGO:

As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year.

20. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / CompensationCommittee framed a policy on directors' appointment and remuneration of Directorsincluding criteria for determining qualification positive attributes independence ofdirectors and remuneration for Directors Key Managerial Personnel and other employees.The policy is annexed to this report as "Annexure III".

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were inordinary course of the business of the company and were on arm's length basis. All suchRelated Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorshas been uploaded on the website of the Company at www.gopaliron.com underinvestors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013is disclosed in Form No. AOC-2 "Annexure - IV".

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g) the Particulars of Loans Guarantees orInvestments under Section 186 is annexed hereto as "Annexure V" andforms part of this Report.

23. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as "Annexure VI".

B. The statement containing particulars of employees as required under Section 197(12)of the

Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is not provided as no employees is paid remunerationof Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02 crore Per Annum ifemployed for the whole year.

24.CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not fall under the purview of the section 135 of the Companies Act2013 which requires formulating a Corporate Social Responsibility Committee and adoptingany activities as specified in Schedule VII.

25. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

26. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:

Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace (PreventionProhibition and Redressal) Act 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 every company having 10 or more employees engaged inthe company during the financial year is required to set up an Internal ComplaintsCommittee to look into complaints relating to sexual harassment at work place receivedfrom any women employee.

There are only 3 employee is working in the Organization. Hence there is no need toconstitute committee and formulate policy in accordance with the section 22 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.However during the year no complaints were received by the Internal Complaints committeefor sexual harassment from any of the women employees of the company.

27. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year underreview.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

As per the corporate governance norms a separate section on Management Discussion andAnalysis outlining the business of the Company is set out in Annexure forming part of thisReport.

29. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future.

30. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR:

No significant and material events occurred during the financial year.

31. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER THE BALANCESHEET DATE:

No other Event has been occurred after the balance sheet date that representing thematerial changes and commitment that affecting the Financial position of the company.

32. DIRECTORS' RESPONSIBILITYSTATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act 2013(Act) Directors confirm that:

(a) in the preparation of the annual accounts for the year ended on 31stMarch 2021 the applicable accounting standards read with requirement set out underSchedule III to the Act have been followed and there are no material departures from thesame;

(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 March 31 2021 and of the profit ofthe 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 the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively and

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

33. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for thecommitment shown by the employees in supporting the Company in its continued robustperformance on all fronts.

PLACE: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS
DATE: 08.09.2021 FOR GOPAL IRON & STEELS CO. (GUJARAT) LIMITED

sd/-

MRS. KUNDANBEN PATEL

MANAGING DIRECTOR

(DIN: 03063504)

.