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Gorani Industries Ltd.

BSE: 531608 Sector: Consumer
NSE: N.A. ISIN Code: INE792J01015
BSE 00:00 | 18 Jan 41.30 -2.15
(-4.95%)
OPEN

43.00

HIGH

43.00

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41.30

NSE 05:30 | 01 Jan Gorani Industries Ltd
OPEN 43.00
PREVIOUS CLOSE 43.45
VOLUME 110
52-Week high 47.25
52-Week low 11.12
P/E 25.49
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 43.00
CLOSE 43.45
VOLUME 110
52-Week high 47.25
52-Week low 11.12
P/E 25.49
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gorani Industries Ltd. (GORANIINDUSTRIE) - Director Report

Company director report

To

The Members

Gorani Industries Limited

Your Directors have great pleasure in presenting herewith the Twenty Sixth AnnualReport of your Company together with the audited financial statement for the financialyear ended on 31st March 2021.

1. FINANCIAL RESULTS:

(Amount in Lacs)

Particulars 2020-21 2019-20
Total Revenue 1851.48 2148.31
Profit before Finance Cost Depreciation & Amortization Expense 137.14 145.34
Less: Finance Costs 13.44 26.59
32.41 28.67
Depreciation & Amortization expense 45.85 55.26
Net Profit/(Loss) before extra ordinary & exceptional items & tax 91.29 90.08
Tax Expense Current Tax 25.10 23.79
0.20 1.38
Deferred Tax 25.30 25.17
Net Profit/ (Loss) after tax before Other Comprehensive Income 65.99 64.91
1.07 (7.15)
Add : Comprehensive Income 1.07 (7.15)
Net Profit 67.06 57.76
Transfer to Reserve 0.00 0.00

INDIAN ACCOUNTING STANDARD (Ind AS):

As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards ("Ind AS") from April 1 2017 with a transition date ofApril 1 2016. The financial statements of the Company for the financial year 2020-21 havebeen prepared in accordance with Ind AS prescribed under Section 133 of the CompaniesAct 2013 read with the Companies (Indian Accounting Standards) Rules 2015 and otherrecognized accounting practices and policies to the extent applicable.

2. PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS:

Your Company has achieved total revenue of Rs. 1851.48 lakh during the year ended 31stMarch 2021 as against that of Rs. 2148.31 lakh during the previous year ended 31st March2020. The company has earned net profit of Rs. 67.06 Lakh during the financial yearagainst net profit of Rs. 57.76 Lakh in the previous year. The profit for the year isadjusted against the previous years' losses.

The company is in the business of production and sales of kitchen and home appliancessince 1996. Its main products are LPG stoves steel frames gas geyser rangehood chimneyetc. carrying the brand name of Blowhot. It does its business through a strong network ofdealer and distributors all over central south and north India. The company is in theprocess of implementing strategies to capitalize available opportunities.

During the year there was no change in the nature of business of the Company.

3. MATERIAL CHANGES AND COMMITMENTS THAT AFFECTED THE FINANCIAL POSITION OF THE COMPANYWHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE TILL THE DATE OF THIS REPORT The Financial year 2020-21 started amidst a strictnationwide lock down in India with tough restrictions on economic activity and mobility.The next following Year was also a highly volatile and challenging year. As the Covid-19cases continued to rise exponentially the Government imposed lock down due to second waveof covid-19 which has resulted in temporary pressure on cash flows and liquidity. Theeconomic toll from the pandemic was unprecedented. Operational challenges continued due torestricted movement. However the management of the Company is confident that the businessoperations will pick up more progressively.

4. CAPITAL STRUCTURE

There is no change in the Capital structure of the company. The paid up Equity sharecapital of the Company as on 31st March 2021 is Rs. 48751000.00 divided into 4875100equity shares of Rs. 10.00 each.

5. LISTING ON STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and necessary listing fees havebeen paid up to date.

6. TRANSFER TO RESERVE IF ANY

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

7. DIVIDEND:

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

8. RE-APPOINTMENT

As per the provision of Companies Act 2013 Mr. Sanjay Kumar Gorani (Holding DIN-00055531) Managing Director retires by rotation at the ensuing Annual General Meeting andbeing eligible seeks reappointment. The Board recommends his reappointment.

During the year Mr. Anil Gorani (Holding DIN- 00055540) was re-appointed as Whole-timeDirector of the Company for a period of 3 years w.e.f 1st April

2020 to 31st March 2023. Further Ms. Komal Motwani-(Holding DIN:07302550)wasre-appointed as Independent Director of the Company for the second term of fiveconsecutive years with effect from 01st October 2020 to 30th September 2025.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mr. Vikram Rajkumar Khandelwal (Holding DIN- 00040202) IndependentDirector of the Company resigned from the directorship of the company w.e.f 12th February2021 and Mr. Ayush Shukla (Holding DIN: 09057436)was appointed as an AdditionalIndependent Director w.e.f. 12th February

2021 in the Board Meeting held on 12th February 2021 and such appointment wasconfirmed by the members through postal ballot on 17th March 2021 w.e.f. 12th February2021.

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. The Independent Directors havealso confirmed that they have complied with the Company's Code of Conduct for Board ofDirectors. Further all the Directors have also confirmed that they are not debarred toact as a Director by virtue of any SEBI order.

All Independent Directors of the Company have valid registration in the IndependentDirector's data bank of Indian Institute of Corporate Affairs as required under Rule 6(1)of the Companies (Appointment and Qualification of Director) Fifth Amendment Rules 2019and has passed the online proficiency selfassessment test as required to be undertaken byan Independent Director under the provisions of Section 150 of the Companies Act 2013 andthe rules framed thereunder.

The Board is of the opinion that Independent Director Mr. Ayush Shukla (Holding DIN:09057436) upheld ethical standards of integrity and probity and is a qualified CompanySecretary (Member of the Institute of Company Secretaries of India) and is an expert inlegal and Secretarial matters.

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.

10. 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. Thepolicy of the Company on Directors appointment and remuneration including criteria fordetermining qualification positive attribute independence of director and other mattersas required under subsection (3) of section 178 of the Companies Act 2013 is available onCompany's website at the link: http://www.goraniindustries.com/investors/.

There has been no change in the policy since last fiscal year. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the company.

The nomination and remuneration policy is annexed herewith as Annexure-I to thisBoards' 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.

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 theAnnual Return of the Company for the financial year ended March 31 2021 can be accessedat http://www.goraniindustries.com/investors/.

12. AUDITORS AND THEIR REPORT

The Members at their 25th Annual General Meeting of the Company held on 30th September2020 had appointed M/s. Sandeep Surendra Jain and Company Chartered Accountants (bearingFirm Registration No. 010172C) as the Statutory Auditors of the Company to hold office fora term of five years i.e. from the conclusion of 25th Annual General Meeting till theconclusion of the 30th Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

13. 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.

14. SECRETARIAL AUDIT:

M/s. Manish Jain & Co. Practicing Company Secretaries has been appointed toconduct the secretarial audit of the Company for the financial year 2020-21 in the BoardMeeting held on 28th July 2020. Further the Company has also appointed M/s. Manish Jain& Co. Practicing Company Secretaries for the financial year 2021-22 in the BoardMeeting held on 29th June 2021.

The Secretarial Audit Report for the financial year ended March 31 2021 is annexedherewith as Annexure II to this Report. The report is self explanatory and does not callfor any further comments except:

Remarks:

1. The Company could not produce before us the half-yearly return under the FactoriesAct 1948 for period ended on 31st December 2020.

2. The Company had delayed in filing Annual Form G-1 under Industrial Dispute Act1947 the Labour Welfare Return for half -year ended on 30th June 2020 and the halfyearly return under the Factories Act 1948 for period ended on 30th June 2020.

3. During the year under review there is delay in payment of gratuity to the employeesof the Company.

4. The Company had delayed in payment of Bonus for the financial year 2019-20.

Explanation of above remarks:

The Board clarified that above delay in payment and filing was mainly due to covidimpact and technical glitches faced at respective portal. The delay in payment of gratuityis mainly due to online procedural delay by the Life Insurance Corporation and Bank.

15. ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and individual directors pursuant to the provisions of the Companies Act2013.

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.

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. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

16. 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.

The details of the related party transactions as per Indian Accounting Standards (INDAS) - are set out in Note 26 to the Standalone Financial Statements of the Company.

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/

17. CORPORATE GOVERNANCE

Regulation 17 17A 18 19 20 2122 23 24 24A 25 26 27 and clauses (b) to (i)of sub-regulation (2) of regulation 46 and Para C D and E of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany.

18. MEETINGS

A. BOARD MEETINGS

During the year 2020-21 8 (Eight) Board Meetings were held on 06th June 2020 28thJuly 2020 25th August 2020 04th September 2020 11th September 2020 06th November

2020 12th February 2021 and 19th March

2021.

Name of Director No. of Board Meeting entitled to attend No. of Board Meeting attended Attendance at last Annual General Meeting
Mr. Sanjay Gorani 08 08 Yes
Mr. Anil Gorani 08 08 Yes
Mr. NakulGorani 08 08 Yes
Ms. KomalMotwani 08 06 Yes
Mr. VikramRajkumar Khandelwal* 07 07 Yes
Ms. Raina Goyal 08 08 Yes
Mr. Ayush Shukla** 01 01 NA

*Mr. VikramRajkumar Khandelwal (Holding DIN:00040202) has resigned from theDirectorship of the Company w.e.f 12th February 2021.

**Mr. Ayush Shukla (Holding DIN: 09057436) was appointed as an Independent Director ofthe Company w.e.f 12th February 2021.

B. AUDIT COMMITTEE MEETING

During the financial year 2020-21 5 (Five) Audit Committee Meetings were held on 28thJuly 2020 24th August 2020 11th September 2020 06th November 2020 and 12thFebruary 2021.

Name of Director No. of committee Meetings entitled to attend No. of committee Meetings attended
Ms. Komal Motwani 05 05
Mr. Vikram Rajkumar Khandelwal* 05 05
Ms. Raina Goyal 05 05
Mr. Ayush Shukla** 00 00

*Mr. Vikram Rajkumar Khandelwal (Holding DIN:00040202) has resigned from theDirectorship of the Company w.e.f 12th February 2021.

**Mr. Ayush Shukla (Holding DIN: 09057436) was appointed as an Independent Director ofthe Company w.e.f 12th February 2021.

C. NOMINATION AND REMUNERATION COMMITTEE MEETINGS

During the financial year 2020-21 4 (Four) meetings of the Nomination and RemunerationCommittee were held on 11th August 2020 20th October 2020 12th February 2021 and 15thMarch 2021.

Name of Director No. of committee Meetings entitled to attend No. of committee Meetings attended
Ms. Komal Motwani 04 04
Mr. Vikram Rajkumar Khandelwal* 04 03
Ms. Raina Goyal 04 04
Mr. Ayush Shukla** 01 01

*Mr. Vikram Rajkumar Khandelwal (Holding DIN:00040202) has resigned from theDirectorship of the Company w.e.f 12th February 2021.

**Mr. Ayush Shukla (Holding DIN: 09057436) was appointed as an Independent Director ofthe Company w.e.f 12th February 2021.

D. STAKEHOLDER RELATIONSHIP COMMITTEE MEETINGS

During the financial year 2020-21 4 (Four) Stakeholder Relationship Committee Meetingswere held on 03rd June 2020 01st September

2020 30th October 2020 and 30th January

2021.

Name of Director No. of committee Meetings held No. of committee Meetings attended
Ms. Komal Motwani 04 04
Mr. Vikram Rajkumar Khandelwal* 04 04
Ms. Raina Goyal 04 04
Mr. Ayush Shukla** 00 00

*Mr. Vikram Rajkumar Khandelwal (Holding DIN:00040202) has resigned from theDirectorship of the Company w.e.f 12th February 2021.

**Mr. Ayush Shukla (Holding DIN: 09057436) was appointed as an Independent Director ofthe Company w.e.f 12th February 2021.

19. 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.

20. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANY:

During the period under review the Company doesn't have any subsidiary joint venturesand associate Companies.

21. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Instituteof Company Secretaries of India.

22. 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 IVforming part of this report.

23. 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 V.

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 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

24. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT:

(a) Accepted during the year: Nil

(b) Remained unpaid or unclaimed as at the end of the year: Nil

(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved: Nil

(d) Details of deposits which are not in compliance with the requirements of Chapter Vof the Act: Nil

During the year the Company has taken unsecured loans from Director of the Company Mr.Nakul Gorani (Holding DIN:06543317) Whole-time Director of the Company and has receivedDeclaration to the effect that the said amount is not being given out of funds acquired byhim by borrowing or accepting loans or deposits from others.

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

26. DISCLOSURES:

AUDIT COMMITTEE

Audit Committee is entrusted with the responsibility to supervise the Company'sfinancial reporting process and internal controls. The composition of the Audit Committeeis in alignment with provisions of Section 177 of the Companies Act 2013.

As on date the Audit Committee comprises of three Directors i.e Mr. Ayush Shukla(Holding DIN: 09057436) Independent Director (Chairman) Ms. Komal Motwani (Holding DIN:07302550) Independent Director (member) and Ms. Raina Goyal (Holding DIN: 08295368)Non-Executive Director (member). All the recommendations made by the Audit Committee wereaccepted 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. The Policy on vigil mechanism may be accessedon the Company's website at the link http://www.goraniindustries.com/investors/.

27. 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 312021 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.

28. 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.

29. 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 management andoversight policies.

30. 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 its businessand the size and complexity of its operations. The company ensures adherence to allinternal control policies and procedures. A qualified and independent audit committee ofthe Board comprising the independent directors reviews the adequacy of internal control.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.

31. COST RECORDS

Maintenance of cost records as specified by Central Government under sub section (1) ofSection 148 of the Companies Act 2013 is not applicable to the Company.

32. SEXUAL HARASSMENT

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The Company has complied with the Constitution of Internal Compliant Committee underSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

33. 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 of theCompanies Act 2013.

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

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

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

5. Neither the Managing Director nor the Wholetime Directors of the Company receive anycommission.

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

7. The Auditors of the Company have not reported any fraud as specified under secondproviso of Section 143 (12) of the Companies Act 2013.

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.

9. Voluntary revision as per Section 131 of the Companies Act 2013.

10. The details regarding application made or proceeding pending under Insolvency andBankruptcy Code 2016.

34. ACKNOWLEDGEMENT:

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

Date: 27/8/2021 By Order of the Board
Place: Indore for Gorani Industries Limited
(Chairman cum Whole Time Director) Anil Gorani
Regd. Office: Sd/-
Plot No. 32-33 Sector F (Holding DIN 00055540)
Sanwer Road Industrial Area
Indore-452015 (M.P.)

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