Your Directors take pleasure in presenting the 25th Annual Report together with theAudited Accounts of your Company for the financial year ended March 31 2017.
|Particulars ||2016-2017 ||2015-16 |
| ||(Rs.) ||(Rs.) |
|Gross Profit/Loss ||(2205584) ||(9094037) |
|Finance Cost ||1924206 ||1764961 |
|Depreciation ||1649235 ||1981479 |
|Profit/Loss before exceptional Item ||1367857 ||(12840477) |
|Less: Exceptional Items ||- ||514609 |
|Less: Deferred Tax Asset (Net) ||5072074 ||- |
|Profit/Loss during the year ||6439931 ||(13355086) |
During the year under review your Company has made profit of Rs. 6439931 as againstloss of Rs. (13355086) in the previous year. Net Profit after depreciation Financialcost and Exceptional item is Rs. 6439931 as against loss of Rs. (13355086) in theprevious year.
In view of the losses incurred your directors does not recommend any dividend for theFinancial year ended 31.03.2017.
TRANSFER TO RESERVE:
Your Company has not transferred anything to reserve during the year under review.
NUMBER OF MEETINGS OF THE BOARD
Regular meeting of the board are held to discuss and decide on various businesspolicies strategies and other business decisions. Board meet 4 times during the yearunder review.
The details of number and dates of meetings held by the Board and its Committeesattendance of Directors is given separately in the attached Corporate Governance Report.
Company has following Committees of the Board
Nomination & Remuneration Committee
Stakeholder Relationship Committee
Risk Management Committee
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 yourDirectors states that:
that in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March2017 and of the profit and loss of the Company for the year ended on that date;
that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
that the directors had prepared the annual accounts on a going concern basis.
that the directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and are operatingeffectively and;
that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2016-17 the Company has not received any complaints on sexual harassment and nocomplaints are remaining pending as on 31 March 2017.
Your Company has changed it R&T Agent from Computech Sharecap Limited to PurvaSharegistry (India) Private Limited.
Company has been suspended from the BSE Limited and National Stock Exchange of IndiaLimited due to penal reasons. As the company had suffered the losses and it was under theBoard for Industrial and Financial Reconstruction Company for about 10 years it was not inthe position to make the payment towards the listing fees. Listing fees of National StockExchange of India Limited has already been paid and the listing fees of BSE Limited shallbe paid as soon as possible. Your Company have already made the application for revocationof suspension of Trading in the equity shares of the Company to BSE Limited and NationalStock Exchange of India Limited and is in process of getting the suspension revoked.
Corporate Governance Report with auditors' certificate thereon and ManagementDiscussion and Analysis are attached and form part of this report.
Your Company does not have any subsidiary.
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.
Board has appointed Mr. Pradeep Agarwal as the Nominee Director representing Board ofIndustrial & Financial Reconstruction. He resigned with effect from 29th May2017 due to dissolution of Board of Industrial & Financial Reconstruction.
Further Mrs. Minal Jangla was appointed as an Additional Director of the Company witheffect from 11/08/2017. Board recommends to regularise her appointment as the Director ofthe Company.
As per the provisions of the Companies Act 2013 Mr Kiran Jangla will retire byrotation at the ensuing Annual General Meeting and being eligible offered himself forre-appointment. The Board recommends his re-appointment.
The information on the particulars of Director eligible for appointment in terms ofRegulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015has been provided in the notes to the notice convening the Annual General Meeting.
Board has recommended the appointment of Thacker Butala Desai Chartered Accountants asstatutory auditors of the company members are requested to appoint them as statutoryauditors of the company and to authorise Board to fix their remuneration.
The Notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
M/s Avani Gandhi & Associates has been appointed as the Secretarial Auditor of theCompany for the Secretarial Audit of the Financial Year 2016-2017
MANAGEMENT'S EXPLATION OF SECRETARIAL AUDITORS' REMARK:
With respect to the Secretarial Auditor's remark in the secretarial audit managementhas to state that as under:
a. Company is in process of appointment of Company Secretary interviews for the sameare going on. Company shall soon appoint the CS for the company.
b. During the year 2016-2017 internal auditor was not appointed but with effect from 11thAugust 2017 company have appointed Vijay D. Dedhia and Co. as internal auditor ofthe company.
c. Company did not have support from its Registrar Transfer Agent due to which thecompany was not having up to date shareholding pattern because of which the company wasunable to file Annual returns of the company and provide e-voting facility to its memberssince e-voting requires the support from RTA. Company has changed its RTA and from thisyear same shall be complied with. Members are given the e-voting facility in the ensuingAnnual General Meeting.
d. Due to lack of support from the RTA the company couldn't file timely relevantquarterly compliances like Reconciliation of share capital audit Compliance Certificateunder regulation 7(3) and 40(9) with the Stock Exchange. As the company was not inpossession of relevant documents for certifications company was not in the position toget the relevant certificates from the Practicing Company Secretary. Company has nowchanged its RTA and the same shall be complied now.
e. Listing fees to the NSE has been paid and the interest thereon shall be paid asap.Listing Fees to the BSE Limited shall be paid as soon as possible.
f. CFO of the company was not appointed as on the date of signing of the balance sheetas on 31.03.2016. Currently the company has appointed CFO and the balance sheet of thecompany shall be signed as per the provision of the companies act 2013.
g. Promoters are in process of dematerializing their shareholding.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A] Conservation of Energy and Technology Absorption:
i) The step taken or impacts on conversation of energy The operation of yourCompany are not energy intensive. However adequate measures have been initiated forconservation of energy.
ii) The steps taken by the Company for utilizing alternative sources of energy though the operations of the Company are not energy intensive the Company shall explorealternative sources of energy as and when necessity arises.
iii) The capital investment on energy conservation equipment's- NIL
B] Foreign Exchange Earnings & Outgo:
| || ||(Rs. In Lacs) |
|PARTICULARS ||2016-2017 ||2015-2016 |
|Foreign Exchange Earning ||Nil ||Nil |
|Foreign Exchange Outgo ||Nil ||Nil |
PARTICULARS OF EMPLOYEES:
The Company does not have any employee in receipt of remuneration equal to or exceedingthe limits prescribed under Section 197 (12) of the Companies Act 2013 read with rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GURANTEES GIVEN AND SECURITIES PROVIDED:
Details of Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act 2013 are given in the Notes to the Financial Statements. The companyhas not given any loan during the year under review.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of the Annual Return in form MGT-9 a required undersection 92 of the Companies Act 2013 is included in this report as Annexure III andforms an integral part of this Report.
INDEPENDENT DIRECTORS' DECLARATION:
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors
Directors have constituted a Risk Management Committee which has been entrusted withthe responsibility to assist the Board in (a) Overseeing and approving the Company'senterprise wide risk management framework and (b) Overseeing that all the risk that theorganization faces have been identified and assessed and there is an adequate riskmanagement infrastructure in place capable of addressing those risks. A Risk ManagementPolicy was reviewed and approved by the Committee. The Company manages monitors andreports on the principal risk and uncertainties that can impact its ability to achieve itsobjective.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed
WHISTLE BLOWER POLICY
The Company has a whistle Blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Company at www.gfsteel.co.in
EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act 2013 and Regulation 17 (10) of SEBI (ListingObligations and Disclosure Requirements) egulationsR 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.
The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. More details on the same are given in the Corporate Governance Report.
The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand employees who avail of the mechanism. In exceptional cases Directors and employeeshave direct access to the Chairman of the Audit Committee.
The Vigil Mechanism (Whistle Blower Policy) is available on the company's website.
CODE OF CONDUCT
Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the CEO & Whole Time Director isattached as Annexure I' which forms a part of this Report of the Directors. The Codeof Conduct is available on the Company's website www.indagrubber.com
The company has framed a Policy for determining Material Subsidiaries. However thecompany does not have any subsidiary within the meaning of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.
| ||For and on behalf of the Board of Directors || |
|Date : August 11 2017 ||Dhirajlal Jangla ||Kiran Jangla |
|Place : Mumbai ||DIN: 02096717 ||DIN: 01246423 |
Annual Compliance with the Code of Conduct for the Financial Year 2016-2017
Pursuant to the Schedule V (Part D) of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 I hereby confirm that the Company has received affirmationson compliance with the Code of Conduct for the financial year ended March 31 2017 fromall the Board Members and Senior Management Personnel.
| ||For and on behalf of the Board of Directors |
| ||Grand Foundry Limited |
| ||Kiran Jangla |
|Date : July 13 2017 ||Director |
|Place : Mumbai ||DIN: 01246423 |