To The Members
Your director has pleasure in presenting their 38th Annual Report on thebusiness and operation of the company and the accounts for the financial year Ended31st March 2021.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand-alone financial statements ofthe company.
|Particulars ||2020-21 ||2019-2020 |
|Gross Income ||14783944 ||17760056 |
|Profit Before Interest and Depreciation ||8626789 ||3465561 |
|Finance Charges ||3651560 ||2608700 |
|Provision for Depreciation ||20219 ||233613 |
|Net Profit Before Tax ||4955010 ||623348 |
|Tax Expenses ||2058354 ||(637 887) |
|Net Profit After Tax ||2896656 ||(14639) |
|Balance of Profit brought forward ||18564597 ||18701453 |
|Balance available for appropriation ||21461253 ||186 86814 |
|Proposed Dividend on Equity Shares ||0 ||0 |
|Tax on proposed Dividend ||0 ||0 |
|Transfer to Statutory Reserve Fund ||(724164) ||0 |
|Surplus carried to Balance Sheet ||21461253 ||186 86814 |
2. Reserves and Surplus
Out of the total profit of Rs.2896656/-for the fiscal year NIL amounts are proposedto be transferred to the General Reserve
3. Operations & State of Affairs of the Company:
During the year the Company had not ventured into any new business and had notcarried out any business activities. New business avenues are still under consideration.
4. Change in the nature of business if any: There is no change in thenature of business.
5. Share Capital:
During the Financial Year the Company had not issued any Equity shares withDifferential rights any Sweat equity Shares and any Employee stock Option.
6. Details of new subsidiaries associates and joint ventures:
During the Financial Year no Company became or ceased to be the Subsidiary JointVenture or Associate Company.
7. Directors and Key Managerial Personnel
The constitution of board and key managerial personnel during the year is as follows:
|Name ||Designation ||Date of appointment ||Date of cessation & Mode of Cessation |
|1. GIRDHARI SAGARMAL BIYANI ||WHOLE TIME DIRECTOR ||11/12/2001 ||- |
|2. RAMAKANT SAGARMAL BIYANI ||MANAGING DIRECTOR ||11/12/2001 ||- |
|3. RITIKA SHISHIR GUPTA ||NON-EXECUTIVE DIRECTOR ||09/11/2005 ||- |
|4. SUYASH RAMAKANT BIYANI ||NON-EXECUTIVE DIRECTOR ||30/05/2016 ||- |
|5. GIRDHARI SAGARMAL BIYANI ||CFO(KMP) ||30/05/2014 ||- |
|6. RENU CHOUDHARY ||COMPANY SECRETARY ||11/08/2020 ||- |
A) Changes in Directors and Key Managerial Persons:
Mr. Girdhari Sagarmal Biyani (DIN: 00523132) who retires by rotation and beingeligible offer herself for reappointment.
B) Declaration by an Independent Director(s) and reelection if any:
The board of directors of the company hereby confirms that they have received theDeclaration of the fulfilling the criteria of Independent Directors specified in subsection (6) of section 149 of the Companies Act 2013..
Details of Managerial Remuneration required to be Disclosed in Board Report as per Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
|NAME ||AMOUNT |
|Shri Ramakant S. Biyani ||600000 |
|Shri Suyash S. Biyani ||600000 |
C) Policy on director's appointment and remuneration:
Pursuant to Section 178(3) of the Companies Act 2013 the nomination and remunerationpolicy of the Company which lays down the criteria for determining qualificationscompetencies positive attributes and independence for appointment of Directors andpolicies of the Company relating to remuneration of Directors KMP and other employees isavailable on the
Company's website at www.gsbgroup.co.in
During the Financial Year 2020-21 the Company held 7 board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 were adhered to while considering the time gap betweentwo meetings.
During the Financial Year 2020-21 the Company held 7 board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.The provisions of Companies Act 2013 were adhered to while considering the time gapbetween two meetings.
|No. of Meeting ||Date of Meeting |
|1/2020-21 ||24 April 2020 |
|2/2020-21 ||29 July 2020 |
|3/2020-21 ||11 August 2020 |
|4/2020-21 ||07 September 2020 |
|5/2020-21 ||14 September 2020 |
|6/2020-21 ||13 November 2020 |
|7/2020-21 ||12 February2021 |
Annual General Meeting:
The 38th Annual General Meeting of the company shall be held on Thursday 30September 2021 at 4.30 p.m.at the registered office of the company.
Extra Ordinary General Meeting:
As per Section 100 of Companies Act 2013 Company had not held any Extra OrdinaryGeneral Meeting for the financial year 2019-20.
11. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethere under M/s. H.P Jadeja& Associates Chartered Accountants (ICAI FirmRegistration No. 135374W) were appointed as Statutory Auditors of the Company for one termof five consecutive years by the shareholders at 34th Annual General Meeting of theCompany held on 26th September 2017 to hold office till the conclusion of 39thAnnual General Meeting to be held in the year 2021-22. However the Companies AmendmentAct 2017 (Vide Notification dated 7th May 2018 issued by the Ministry of CorporateAffairs) omits the provision related to annual ratification from the Companies Act 2013and the requirement of seeking ratification of appointment of Statutory Auditors bymembers at each AGM has been done away with. Accordingly no such item has been consideredin notice of ensuing AGM.
12. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
13. Secretarial Audit and Secretarial Audit Report:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. N. S. Gupta & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2020-21 and thereport given is part of annual report of the company.
14. ANNUAL RETURN:
15. Risk Management Policy:
The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by your Board and is also subject to its review from time to time. Risk mitigationprocess and measures have been also formulated and clearly spelled out in the said policy.
16. Formal Annual Evaluation:
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. On the basis of thePolicy for performance evaluation of Independent Directors Board Committees and otherindividual Directors a process of evaluation was followed by the Board for its ownperformance and that of its committees and individual Directors. At a separate meeting ofindependent Director performance of non-independent directors performance of the Boardas a whole and performance of the Chairman was evaluated taking into account the views ofexecutive directors and non-executive directors.
17. Particulars Of Loans Guarantees or Investments Under Section 186:
The Company has not made any Loans and Investments and Guarantees in relation tosection 186 of the Companies Act 2013 during the fiscal year.
18. Particulars Of Contracts or Arrangements with Related Parties:
The company has not entered in to any related party transactions during the year asspecified under section 188 of the companies Act 2013. Therefore no AOC-2 is attached
19. Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition &Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complain during the year 2020-21.
20. Conservation Of Energy Technology Absorption and Foreign Exchange Earning AndOutgo:
A) Conservation of Energy: Nil
B) Technology Absorption: Nil
C) Foreign exchange earnings and outgo:
During the year the total foreign exchange used was Rs. Nil and the total foreignexchange earned was Rs. Nil
21. Details of policy developed and implemented by the company on its corporate socialresponsibility initiatives:
The provisions Corporate Social Responsibility is not applicable to the company.
22. Internal financial control:
Your Company has Internal Control system to ensure an effective internal controlenvironment that provides assurance on the efficiency of conducting business includingadherence to the Company's policies the safe guarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of accounting records andthe timely preparation of reliable financial disclosures.
23. Establishment of vigil mechanism:
The Company has a Vigil Mechanism to deal with the instances of fraud andmismanagement if any. The Vigil Mechanism Policy had been recommended by the AuditCommittee and thereafter approved and adopted by the Board of Directors of the
Company. The vigil mechanism is available on the Company's website atwww.gsbgroup.co.in
24. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report:
No Material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report like settlement oftax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.
25. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:
During the year no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
26. Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen 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 end of the financial year and ofthe profit and loss 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 this 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; and
(e) The directors in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
An acknowledgement to all with whose help co-operation and hard work the Company isable to achieve the results.
|Place: Mumbai ||For and on behalf of the Board |
|Date: 07 September 2021 ||For GSB FINANCE LIMITED |
| ||Ramakant Biyani |
| ||Managing Director |
| ||DIN: 00523178 |