Grand Foundry Limited
Your Directors are pleased to present the Twenty Nineth (29th) Directors' Report of theCompany together with the Audited Financial Statements for the Financial Year ended March31 2021.
1. FINANCIAL HIGHLIGHTS:
Rs. in lakhs
|Sr.No Particulars ||For the Year ended 31st March 2021 ||For the Year ended 31st March 2020 |
|1 Total Revenue (Net) ||106.64 ||735.68 |
|Profit before Depreciation & 2 Amortization Expenses Finance Cost and Tax ||41.39 ||570.79 |
|3 Less: Depreciation and Amortization Expenses ||3.53 ||4.77 |
|Finance Cost ||0.0020 ||2.16 |
|4 Profit before Tax ||(17.45) ||(232.93) |
|5 Exceptional Items ||0.15 ||1.53 |
|Profit before Extraordinary item and tax ||(17.61) ||(234.47) |
|6 Extraordinary Items ||0 ||0 |
|Less: Tax Expense (Deferred Tax) ||- ||30.21 |
|6 Profit after Tax ||(17.61) ||(204.26) |
|7 Other Comprehensive Income ||- ||- |
|8 Balance of Profit as per last Balance Sheet ||(17.61) ||(204.26) |
|9 Balance Available for Appropriation ||(1427.17) ||(1427.17) |
|10 Bonus Shares issued ||- ||- |
|11 Dividend paid ||- ||- |
|12 Transfer to General Reserve ||- ||- |
|13 Balance of Profit carried to Balance Sheet ||(1437.78) ||(1631.42) |
2. COMPANY'S PERFORMANCE AND REVIEW
The total revenue (net) of the Company for the year ended 31st March 2021 decreased by85.50% and stood at Rs 106.64 Lakhs as against Rs 735.68 in the previous year. During theyear the Company has incurred losses of Rs 17.61 lakhs as against loss of Rs 204.26 lakhsin the previous year. The performance during the year was not satisfactory due to variousreasons beyond the control of the Management. The COVID-19's impact on our lives andeconomy has been earth shattering. The lockdowns and restrictions have sent the globalsupply chain in disarray and have halted industrial growth and have brought to the forethe importance of building domestic manufacturing facilities.
3. STATE OF THE COMPANY'S AFFAIR AND BUSINESS REVIEW
The details of the Company's affairs including its operations are more specificallygiven in the Management Discussion and Analysis Report which is given in this AnnualReport.
4. COVID 19:
In lieu of the second wave of Covid-19 the Company has taken various measures toensure the safety and well being of all employees and was ensuring compliance with thedirectives issued by the Central Government State Governments and local administrationfrom time to time in this regard.
5. SHARE CAPITAL:
There was no change in the Share Capital during the Financial year 2020-21. The paid-up Share capital of your Company as on March 31 2021 is Rs. 121720000/- (Twelve CroreSeventeen Lakh twenty thousand) divided into 30430000 Equity Shares of face Value of Rs.4/- (Rupees four only) each.
6. LISTING OF SHARES:
The Equity shares of the Company are listed on National Stock Exchange of India Limited(NSE) and BSE Limited (BSE). The Company has paid the requisite listing fees to therespective Stock Exchanges for the financial year 2020-21.
7. DIVIDEND AND RESERVE:
In view of accumulated losses your Directors do not recommend any dividend for theFinancial Year 20202021. The details of the reserves and surplus are provided in ScheduleNo. 12 of the notes to the Audited Financial Statements.
8. TRANSFER TO RESERVE:
During the year under review no amount was transferred to reserves.
9. CHANGE IN THE NATURE OF BUSINESS:
During the year under review there has been no change in the nature of business.
10. PUBLIC DEPOSITS:
During the year under review the Company has not accepted any deposits within themeaning of Sections 73 and 76 of the Companies Act 2013 ('the Act') read with Companies(Acceptance of Deposits) Rules 2014.
11. HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
As on March 31 2021 the Company does not have any Subsidiary Associate or JointVenture Company. Hence preparation of Consolidated financial statements and statementcontaining salient features of the Subsidiary/ Associate or Joint Ventures companies inForm AOC-2 as per the provisions of Section 129 of the Companies Act 2013 is notapplicable to the Company.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 and the Articles of Association ofthe Company Mrs. Minal Jangla Director of the Company is entitled to retire by rotationat the ensuing Annual General Meeting (AGM) and being eligible has offered herself forre-appointment.
Mr. Kiran Jangla Managing Director of the Company demised on May 05 2021.
Ms. Priti Panchal Chief financial officer of the Company resigned w.e.f. October 182020 due to her preoccupancy. Company has intimated her resignation to the Stock Exchange.During the year under review Company has appointed Mr. Anoop Kabra as Chief Financialofficer of the Company w.e.f. December 16 2020
Your Board has appointed Mr. Kersi Pavri as the Non-Executive Director of the Companyw.e.f. August 31 2020 and Ms. Archana P. Dakhale w.e.f. September 27 2021 as theNon-Executive Additional Director of the Company subject to the approval of members.
Pursuant to Regulation 36(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (hereinafter referred to as 'Listing Regulations') andSecretarial Standards on General Meeting (SS-2) issued by the Institute of CompanySecretaries of India (ICSI) brief resume of the Director proposed to be re-appointed inthe ensuing Annual General Meeting is annexed in Notice of 29th Annual General Meeting ofthe Company.
Your Board recommends the appointment of the Mrs. Minal Jangla as Director of thecompany.
All the Independent Directors of your company have given declarations that they meetthe criteria of Independence laid down under Section 149(6) of the Act and the ListingRegulations.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committee of the Company.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 are: Mr. Kiran Jangla-Managing Director Mrs. MinalJangla - Director and Chief Executive Officer Mr. Kersi Pavri - Chief Financial Officerand Ms. Parul Gupta Company Secretary and Compliance Officer. The Company has compliedwith the requirements of having Key Managerial Personnel as per the provisions of Section203 of the Act.
13. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:
As per the provisions of Section 134 and Schedule IV of the Companies Act 2013 theBoard of Directors need to evaluate its own performance the performance of all theindividual Directors of the Company and the performance of committees of the Board.
The Board has carried out evaluation of its own performance the directors individuallyas well as the working of its Audit Committee Nomination & Remuneration Committee andStakeholders' Relationship Committee of the Company. The Board has devised questionnaireto evaluate the performances of each of Executive NonExecutive and Independent Directors.Such questions are prepared considering the business of the Company and the expectationsthat the Board have from each of the Directors. The evaluation framework for assessing theperformance of Directors comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond information provided by themanagement.
v. Ability to contribute to and monitor our corporate governance practices
The Independent Directors at their meeting held on 11th March 2021 evaluatedperformance of the Chairperson non-independent directors of the Company and theperformance of the Board as a whole.
The Directors expressed their satisfaction to the outcome of the aforesaid evaluationsand consented for continuation of present term of appointment of each of the IndependentDirectors.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3)(c) ofthe Companies Act 2013 hereby state that:
1. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
2. your 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 at the end of the financial year March31st 2021 and of the loss of the company for that period;
3. your Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
4. your Directors have prepared the annual accounts on a going concern basis;
5. your Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
6. your Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company's business policyand strategies apart from the other business of the Board.
During the year under review the Board met 7 (Seven) times. The details of themeetings of Board of Directors and the attendance of the Directors at the meetings areprovided in the Report on Corporate Governance which forms part of this report. Theintervening gap between the two consecutive meetings was within the period prescribedunder the Companies Act 2013 and Secretarial Standard on Board Meetings (SS-1) issued byICSI.
16. COMMITTEES OF THE BOARD:
The Board has constituted its Committees in accordance with the provisions of theCompanies Act 2013 and as per the Listing Regulations. There are currently fourCommittees of the Board which are stated as follows:
a. Audit Committee;
b. Stakeholders' Relationship Committee;
c. Nomination and Remuneration Committee;
d. Risk Management Committee.
Details of all the Committees along with their charters composition and meetings heldduring the year 202021 are provided in the "Report on Corporate Governance"which forms part of this Annual Report.
17. AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of the Listing Regulations. The Audit Committee ofthe Company reviews the reports to be submitted with the Board of Directors with respectto auditing and accounting matters. It also supervises the Company's internal control andfinancial reporting process.
All the recommendations made by the Audit Committee were accepted and approved by theBoard.
The Composition of the Audit Committee is also given in the "Report on CorporateGovernance" which forms part of this Annual Report.
18. STATUTORY AUDITORS:
In terms of Section 139 of the Act Members of the Company at the 26th AGM held onSeptember 27 2018 had appointed M/ s. Vijay V. Dedhia & Co Chartered Accountants(Firm Registration No. 111439W) as the Statutory Auditors for a term of 5 years commencingfrom the conclusion of 26th AGM till the conclusion of the 31st AGM to be held in year2023.
However pursuant to the amendments made to Section 139 of the Act by the Companies(Amendment) Act 2017 effective from May 7 2018 the requirement of seeking ratificationof the members for appointment of Statutory Auditors has been withdrawn. In view of thesame the ratification of members for continuance of M/ s Vijay V. Dedhia & CoChartered Accountants as the Statutory Auditors of the Company is not being sought. TheStatutory Auditors have given a confirmation to the effect that they are eligible tocontinue with their appointment and that they have not been disqualified in any mannerfrom continuing as the Statutory Auditors. The Auditor's Report does not contain anyqualification reservation or adverse remark or disclaimer by M/ s. Vijay V. Dedhia &Co Chartered Accountants.
19. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration Managerial Personnel) Rules 2014 the company hasappointed M/ s. Shivlal Maurya & Co. Company Secretaries Mumbai as SecretarialAuditor of the Company for the Financial Year ended March 31 2021.
The Report of the Secretarial Auditor for F.Y. 2020-21 is appended to this Report as(Annexure I) which forms part of this Annual Report.
With regard to observations made by the Secretarial Auditors' in their Report yourDirectors would like to state as under:
a. During the period under review Company has filed various eform with the Registrar ofCompanies with delay.
Due to covid and lockdown situation in country there was delay in getting signeddocuments. Hence Company delayed in filing few forms.
b. The Company has filed Corporate Governance Report Pursuant to Regulation 27(2)(a) ofLODR for the for the quarter ended on 30th June 2020 with delay of 2 days;
The delay in compliance regards to the para above was due to the technical issue at thetime of uploading XBRL form. Company was not able to get OTP while uploading.
c. The Company has filed Reconciliation of Share Capital Audit Report Pursuant toRegulation 76 of the SEBI (Depositories and Participants) Regulations 2018 for the forthe quarter ended on 30th June 2020 with delay of 4 days;
Reconciliation of Share Capital Audit Report was provided by Practicing CompanySecretary Mr. Shivlal Maurya with a delay of 4 days. Hence there is delay in uploadingShare RECO report.
d. The Company has appointed National Securities Depository Limited as DesignatedDepository pursuant to SEBI Circular no. IMD/FPIC/CIR/2018/61 dated 5th April 2018regarding monitoring of foreign investment limits in listed Companies However it is inprocess of creating data with the Central Depository Services (India) Limited;
Company has appointed NSDL for Monitoring of Foreign Investment Limits and is inprocess of appointment of CDSL.
e. The Company does not have system in place pursuant to the provision of Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 regardingmaintenance of the data of the Insiders;
The Company is process of appointing agency for maintain the data related to insiders.
20. INTERNAL AUDIT:
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 M/ s. Thaker Butala Desai Chartered AccountantsMumbai were appointed as Internal Auditors of the company for the Financial Year 2020-21.
Based on the report of internal audit the management takes corrective action inrespective areas observed and thereby strengthen the controls.
21. INTERNAL FINANCIAL CONTROL:
Your Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations and well-documented procedures for various processeswhich are periodically reviewed for changes warranted due to business needs.
The Audit Committee evaluates the efficiency and adequacy of financial control systemprevailing in the Company its compliance with operating systems accounting proceduresand policies at all locations of the Company and strives to maintain the Standards inInternal Financial Controls. This system of internal control facilitates effectivecompliance of Section 138 of the Act and the Listing Regulations.
During the year under review no reportable material weakness in the operation wasobserved. Regular audit and review processes ensure that such systems are reinforced on anongoing basis.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Vigil Mechanism/Whistle Blower Policy has been put in place in accordance withSection 177 of the Companies Act 2013 for the Directors and Employees to report theirgenuine concerns about unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct. The mechanism provides for adequate safeguards against thevictimization of Director(s) and Employee(s) who avail of the mechanism. Directors andEmployees may make protected disclosure under the policy to the Compliance Committeeconstituted by the Company to administer the internal code of business conduct. Inexceptional cases Directors and Employees have direct access to the Chairman of the AuditCommittee. Further no personnel have been denied access to the Compliance Committee/Chairman of the Audit Committee as the case may be. The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Report on Corporate Governance and is also madeavailable on the website of the Company at www. gfsteel. co. in
No complaints were received under whistle blower mechanism during the year underreview.
23. REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Companies Act 2013 and onrecommendation of the Nomination and Remuneration Committee the Board framed a Policyrelating to the selection and appointment of Directors Key Managerial Personnel SeniorManagement and their remuneration. The Policy includes criteria for determiningqualifications positive attributes and independence of a director and other matters. Thefunctions of the Nomination and Remuneration Committee are disclosed in the CorporateGovernance Report which forms part of the Annual Report.
24. PARTICULARS OF EMPLOYEES:
Disclosure with respect to the ratio of remuneration of each Directors to the medianemployees' remuneration as required under Section 197 of the Companies Act 2013 read withRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014has been appended as Annexure II to this Report.
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 read withRule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
The information required pursuant to Section 197 of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the shareholders and others entitled theretoexcluding the said information which will be made available for inspection by theshareholders at the Registered Office of the company during business hours on any workingdays of the Company up to the date of the ensuing Annual General Meeting. If anyshareholder is interested in inspecting the same such shareholders may write to theCompany Secretary in advance.
25. BUSINESS RISK MANAGEMENT:
The Company has formulated and implemented a Risk Management policy in accordance withthe provisions of the Act in order to address the business risks associated with theCompany. The Company periodically reviews the risk management practices and actionsdeployed by the management with respect to the identification impact assessmentmonitoring mitigation and reporting of key risks while trying to achieve its businessobjectives.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013:
All Related Party Transactions entered during the year under review were on arm'slength basis and in ordinary course of the business and none of them were material.
No material related party transactions were entered during the year under review byyour Company. Hence accordingly disclosure as required under Section 134(3) of theCompanies Act 2013 in Form AOC-2 is not applicable to the company.
All the RPTs were placed before the Audit Committee for its approval and the Committeehad granted its prior approval/omnibus approvals as the case may be for all relatedparty transactions considering their nature.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
During the year under review the Company has not made any investments advanced anyloans or provided any guarantee falling under Section 186 of the Companies Act 2013("the Act").
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant or material order has been passed by any regulator or courtor tribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.
29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no material change/ commitment affecting the financial position of theCompany during the period from the end of the financial year on 31st March 2021 to thedate of this Report. There has been no change in the nature of business of the Company.
Company faced issues in preparation of financial Statements and hence Companyre-grouped/re-arranged wherever necessary. Hence there are few changes in the BalanceSheet finalised for March 31 2021.
30. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information pertaining to conservation of energy and technology absorption asrequired under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is furnished in "Annexure - III" to thisreport.
There were no foreign exchange inflow and outflow during the year under review.
31. REPORT ON CORPORATE GOVERNANCE
Pursuant to the provisions of Regulation 34 read with Schedule V of the ListingRegulation the following have been made a part of the Annual Report and are appended tothis report:
a. Management Discussion and Analysis;
b. Report on Corporate Governance;
c. Declaration on Compliance with Code of Conduct;
d. Certificate from Practicing Company Secretary that none of the Directors on theBoard of the Company have been debarred or disqualified from being appointed or to act asdirector of the Company; and
e. Auditors' Certificate regarding compliance with conditions of Corporate Governance.
32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplace and has adopted apolicy to abide by letter and spirit requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.All the women employees either permanent temporary or contractual are covered under thesaid policy. The said policy is updated internally to all the employees of the Company.The policy is updated on the website of the Company at www.gfsteel.co.in .An InternalComplaint Committee (ICC) is not constituted as the same is not applicable to the Company.
The details of the complaints in relation to the Sexual Harassment of Women atWorkplace filed/disposed/pending is given in the Report on Corporate Governance which isforming part of this Annual Report.
33. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 and rules made thereunder are not applicable to the Company.Therefore the Company has not developed and implemented any policy on Corporate SocialResponsibility initiatives.
34. MAINTENANCE OF COST RECORDS:
The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules 2014 of Section 134(3)of Companies Act 2013 regarding maintenance of cost records are not applicable to theCompany.
35. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and theCompany has complied with all the applicable provisions of the same during the year underreview.
Your Directors gratefully acknowledge the support and cooperation received from variousdepartments of the Central and State governments members business associates analystsbanks financial institutions customers distributors and suppliers Business Partnersand other stakeholders of the Company and also convey a sense of high appreciation to allthe employees of the Company for their hard work dedication continued commitment andcontributions.
| ||By Order of the Board of Directors |
| ||For Grand Foundry Limited |
| ||Minal Jangla |
|Place: Mumbai ||Director & Chief Executive officer |
|Date: 3rd November 2021 ||DIN:00734650 |