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Gorani Industries Ltd.

BSE: 531608 Sector: Consumer
NSE: N.A. ISIN Code: INE792J01015
BSE 00:00 | 21 Aug 30.70 -1.55
(-4.81%)
OPEN

30.80

HIGH

31.10

LOW

30.70

NSE 05:30 | 01 Jan Gorani Industries Ltd
OPEN 30.80
PREVIOUS CLOSE 32.25
VOLUME 745
52-Week high 41.15
52-Week low 8.84
P/E 20.07
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 30.80
CLOSE 32.25
VOLUME 745
52-Week high 41.15
52-Week low 8.84
P/E 20.07
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gorani Industries Ltd. (GORANIINDS) - Director Report

Company director report

To

The Members

Gorani Industries Limited

Your Directors have great pleasure in presenting herewith the Twenty Second AnnualReport of your Company together with the audited financial statement for the financialyear ended on 31st March 2017.

1. FINANCIAL RESULTS:

(Amount in Lacs)

Particulars 2016-17 2015-16
Total Revenue 736.03 580.81
Profit before Finance - -
Cost Depreciation & Amortization Expense 53.68 36.98
Less:
Finance Costs 2.39 1.15
Depreciation & Amortization expense 20.78 15.96
23.17 17.11
Net Profit/(Loss) before extra ordinary & exceptional items & tax - 30.51 - 19.87
Tax Expense - -
Current Tax - -
Deferred Tax - -
Net Profit/ (Loss) after tax 30.51 19.87
Transfer to Reserve 0.00 0.00

The profit for the year is adjusted against the previous year’s losses. During theyear there was no change in the nature of business of the Company.

2. PERFORMANCE AND THE STATE OF COMPANY AFFAIRS:

Your Company has achieved total revenue of Rs. 736.03 Lakh during the year ended 31stMarch 2017 as against that of Rs. 580.81 Lakh during the previous year ended 31st March2016 with a rise of 26.72% as compared to previous year. The company has earned netprofit of Rs. 30.51 Lakh during the financial year against net profit of Rs. 19.87 Lakh inthe previous year.

The company is in the business of production and sales of kitchen and home appliancessince 1996. Its main products are LPG stoves Chimney; gas geyser etc. legendary productsof the Company carrying the brand name of Blowhot and Online reflects the sophisticationof the products and the reliability as well as exquisite look. It does its businessthrough a strong network of dealer and distributors all over central south and northIndia. The company is in the process of implementing strategies to capitalize availableopportunities.

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

3. TRANSFER TO RESERVE IF ANY

During the year the Company does not propose to transfer any amount to the anyReserve.

4. DIVIDEND:

To conserve the resources of the company and for better utilization of funds yourdirectors are not recommending any dividend for the year.

5. DIRECTORS AND KEY MANAGERIAL PERSONAL

Based on recommendation of Nomination and Remuneration Committee and Audit CommitteeMr. Anil Gorani (Holding DIN: 00055540) was reappointed as Whole-time Director in theBoard Meeting held on 22nd March 2017 for a period of three years w.e.f 1st April 2017at a remuneration of Rs. 50000/- (Rupees Fifty Thousand Only) subject to approval ofmembers at this Annual General Meeting. Your Company has received a notice under Section160 of the Companies Act 2013 together with requisite deposit from a member proposingreappointment of Mr. Anil Gorani (Holding DIN: 00055540) as Director on the Board of yourCompany. Necessary resolution seeking approval of the members for appointment of Mr. AnilGorani as director has been incorporated in the Notice of the ensuing Annual GeneralMeeting.

Mr. Sanjay Gorani (Holding DIN- 00055531) was reappointed as Managing Director in theAnnual General Meeting held on 30th September 2016 for a period of three years w.e.f 1stJune 2016 at remuneration of Rs. 1 00000/- (Rupees One Lakh Only) per month.

Mr. Nakul Gorani (Holding DIN-06543317) was appointed as Whole-time Director in theAnnual General Meeting held on 30th September 2016 for a period of three years w.e.f 1stJune 2016 at remuneration of Rs. 50000/- (Rupees Fifty Thousand Only) per month.

During the year Ms. Shivangi Gupta has resigned from the post of Company Secretary andCompliance officer w.e.f 8th June 2016.

During the year Ms. Nupur Lodwal was appointed w.e.f. 6th July 2016 as CompanySecretary later on she resigned from the post of Company Secretary and Compliance officerw.e.f 9th November 2016. Ms. Suruchi Maheshwari was appointed as Company Secretary andCompliance officer of the Company w.e.f 14th December 2016.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both underSub-Section (6) of Section 149 of the Companies Act 2013.

During the year there was no re-appointment of Independent Directors took place in theCompany.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

RE-APPOINTMENT

As per the provision of Companies Act 2013 Mr. Nakul Gorani (Holding DIN- 06543317)Whole Time Director) retires by rotation at the ensuing Annual General Meeting and beingeligible seeks reappointment. The Board recommends his reappointment.

6. NOMINATION AND REMUNERATION POLICY AND OTHER DETAILS:

The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act. TheNomination and Remuneration Policy is annexed as Annexure I

The details of remuneration/sitting fee paid to Directors during the financial year aregiven in Form MGT 9 the Extract of Annual Return annexed as Annexure IV to thisBoard’s Report

There is no pecuniary relationship or transactions between the Company and thenon-executive directors other than sitting fees commission and reimbursement of expensesincurred by them for the purpose of attending meetings of the Company.

7. AUDITORS AND THEIR REPORT

The tenure of appointment of M/s. B.D. Sharda & Co. Chartered Accountants as theauditor of the Company expires at this Annual General Meeting. Pursuant to the provisionsof Section 139(2) of the Companies Act 2013 the existing auditors cannot be reappointedat the ensuing Annual General Meeting and the Board recommends the appointment of M/s.Sneha Sarda & Company Chartered Accountants as Statutory Auditors to hold officefor a period of five consecutive financial years from the conclusion of 22nd AnnualGeneral Meeting subject to ratification of the appointment at every Annual GeneralMeeting. They have furnished a written consent and certificate confirming theireligibility pursuant to the provisions of Section 139 & 141 of the Companies Act 2013and rules made thereunder.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark. Except the Observation :That there was a delay in depositing the Provident Fund ESIC dues for few months.Explanation : in this connection the board has explained that delay in filing was due tothe error / technical issue in the concerned department site which was beyond control.

8. INTERNAL AUDITOR

M/s Navin Sapna & Co. Chartered Accountants (bearing firm registration no.010507C) have been appointed as an Internal Auditor of the Company w.e.f. 1st April 2017in the Board Meeting held on 30th May 2017.

9. SECRETARIAL AUDIT:

M/s. Manish Jain & Co. Practicing Company Secretaries has been appointed toconduct the secretarial audit of the Company for the financial year 2017-18 in the BoardMeeting held on 30th May 2017.

The Secretarial Audit Report for the financial year ended March 31 2017 is annexedherewith as Annexure II to this Report.

The report is self-explanatory and does not call for any further comments except

1. OBSERVATION:

During the period under review the Company has delayed in filing the EnvironmentalAudit Report for the Financial Year 2015-16.

EXPLANATION:

In this connection the Board has explained that the Company has inadvertently delayedin filing the same. However it has been submitted to the concerned authority.

2. OBSERVATION :

That there was a delay in depositing the Provident Fund ESIC dues for few months.

EXPLANATION:

in this connection the board has explained that delay in filing was due to the error /technical issue in the concerned department site which was beyond control.

10. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors and the Board as a whole was evaluated taking into account the views ofexecutive directors and non?executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.

11. RELATED PARTY TRANSACTIONS

The Contracts or arrangements entered into by the Company are in accordance withprovisions of Section 188 of the Companies Act 2013 during the year under review and werein ordinary course of business and on arm’s length basis.

There are no materially significant related parties transactions entered into by theCompany which may have a potential conflict with the interest of the Company at large.Further details have been given in the prescribed Form AOC-2 annexed herewith as

Annexure III.

The policy on Related Party Transactions as approved by the Board may be accessed onCompany’s website at the link: http://www.goraniindustries.com/ investors/

12. CORPORATE GOVERNANCE

Regulation 27 and Para C of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to the Company.

13. MEETINGS

A. BOARD MEETINGS

During the year 2016-2017 8 (Eight) Board Meetings were held on 1stApril 2016 30thMay 2016 6th July 2016 1st August 2016 8th November 2016 14th December 2016 31stJanuary 2017 22nd March 2017.

Name of Director No. of Board Meeting held No. of Board Meeting attended Attendance at last Annual General Meeting
Shri Sanjay Gorani 8 8 Yes
Shri Anil Gorani 8 7 Yes
Shri Nakul Gorani 8 6 Yes
Shri Shayam Sunder Jhawar 8 8 No
Shri Sandeep Kumar Jain 8 8 Yes
Ms. Komal Motwani 8 7 Yes

B. AUDIT COMMITTEE MEETING

During the financial year 2016-2017 4 (Four) Audit Committee Meetings were held on30th May 2016 30th July 2016 7th November 2016 and 30th January 2017.

Name of Director No. of committee Meetings held No. of committee Meetings attended
Shri Shayam Sunder Jhawar 4 4
Shri Sandeep Kumar Jain 4 4
Ms. Komal Motwani 4 4

C. NOMINATION AND REMUNERATION COMMITTEE MEETINGS

During the financial year 2016-2017 5 (five) meetings of the Nomination andRemuneration Committee was held on 28th May 2016 5th July 2016 10th December 2016 and21st March 2017 31st March 2017.

Name of Director No. of committee Meetings held No. of committee Meetings attended
Shri Shayam Sunder Jhawar 5 5
Shri Sandeep Kumar Jain 5 5
Ms. Komal Motwani 5 5

D. STAKEHOLDER RELATIONSHIP COMMITTEE METTINGS

During the financial year 2016-2017 4 (Four) Stakeholder Relationship CommitteeMeetings were held on 28th April 2016 25th July 2016 15th October 2016 and 14thJanuary 2017.

Name of Director No. of committee Meetings held No. of committee Meetings attended
Shri Sandeep Kumar Jain 4 4
Shri Shayam Sunder Jhawar 4 4
Ms Komal Motwani 4 4

14. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year no company have become or ceased to be its subsidiaries joint venturesor associate companies.

15. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 for the Financial Year 2016-17 has beenannexed with this report as Annexure IV.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY:

The information relating to conservation of Energy Technology absorption and ForeignExchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with the with Rule 8 of The Companies (Accounts) Rules 2014 is given in Annexure Vforming part of this report.

17. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ KMP of the Company are furnished in Annexure VI.

No employees in the Company have been paid remuneration in excess of the limitsprescribed under section 197 of The Companies Act 2013 read with Rule 5(2) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

18. DISCLOSURES:

AUDIT COMMITTEE

The Audit Committee comprises of three Independent Directors namely Shri Sandeep KumarJain (Holding DIN- 03534578) (Chairman) Shri Shayam Sunder Jhawar (Holding DIN- 02424283)(member) and Ms. Komal Motwani (Holding DIN- 07302550) (member). All the recommendationsmade by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Vigil Mechanism of the Company is in terms of Companies Act 2013 to deal withinstance of fraud and mismanagement if any. Protected disclosures can be made by awhistle blower either personally or over telephone to the Chairman of the Audit Committeewhich should be followed by a written communication. The Policy on vigil mechanism may beaccessed on the Company’s website at the linkhttp://www.goraniindustries.com/investors/.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) the Directors had 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 at the financial year ended on March 312017 and of the profit of the Company for that period;

c) the Directors had 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 were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.

21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The company has framed the Risk Management Policy which highlights the Company’spractices and risk management framework for the identification and management ofuncertainty. The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management andoversight of material risks and internal control. The Risk Management Framework isdesigned to address risks that have been identified to have a material impact on theCompany’s business and to ensure that the Board regularly reviews the risk managementand oversight policies.

22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate system of management-supervised internal control which isaimed at achieving efficiency in operations optimum utilization of resources effectivemonitoring and compliance with all applicable laws. These ensure that all corporatepolicies are strictly adhered to an absolute transparency is followed in accounting andall its business dealings.

The Company’s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. The company ensures adherence toall internal control policies and procedures. A qualified and independent audit committeeof the Board comprising the independent directors reviews the adequacy of internalcontrol.

The report on Internal Financial Control has also been annexed with the financialstatements of the Company as provided by the Statutory Auditor of the Company.

23. EQUITY SHARES IN THE SUSPENSE ACCOUNT:

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company reportsthe following details in respect of equity shares lying in the suspense account which wereissued in dematerialized form pursuant to the public issue of the Company:

Particulars Number of shareholders Number of equity shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1 2016 NIL NIL
Shareholders who approached the Company for transfer of shares from suspense account during the year NIL NIL
Shareholders to whom shares were transferred from the suspense account during the year NIL NIL
Shareholders of Gorani Industries Limited to whom shares were allotted pursuant to the scheme of amalgamation NIL NIL
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31 2017 NIL NIL

24. GENERAL

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 under review:

1. Details of particulars of loans guarantees or investments under section 186.

2. Details relating to deposits covered under Chapter V of the Act.

3. Details about the policy developed and implemented by the company on corporatesocial responsibility initiatives.

4. Issue of equity shares with differential rights as to dividend voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company underany Employee Stock Option Scheme.

6. Neither the Managing Director nor the Whole-time Directors of the Company receiveany commission.

7. Separate Section containing a Report on performance and Financial Position of eachof Subsidiaries Associated & Joint Ventures included in the Consolidated FinancialStatement of the Company.

8. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGMENT:

The Board wishes to place on record their gratitude for the co-operation being receivedfrom the Banks Share Transfer Agent Stock Exchanges Share Holders customers staff andworkers of the Company and thank them for their continued support.

By Order of the Board
Anil Gorani
Sd/-
(Holding DIN 00055540)
Chairman cum Whole Time Director
Place: Indore
Date: August 11 2017
Regd. Office :
Plot No. 32-33 Sector F
Sanwer Road Industrial Area
Indore-452015 (M.P.)