Your Directors have pleasure in presenting the 30th Annual Report onthe business and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2021.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
(Rs. in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||Year ended 31/03/2021 ||Year ended 31/03/2020 ||Year ended 31/03/2021 ||Year ended 31/03/2020 |
|Sales & Other Income ||239.75 ||359.79 ||916.44 ||1131.36 |
|Exceptional Items ||0.00 ||0.00 ||0.00 ||0.00 |
|Expenditure ||322.67 ||351.26 ||918.93 ||950.41 |
|Profit Before Depreciation and Tax ||(82.92) ||8.53 ||(2.49) ||180.95 |
|Depreciation & amortisation expense ||0.31 ||0.23 ||413.04 ||421.26 |
|Extraordinary Item ||0.00 ||2522.30 ||0 ||2522.30 |
|Taxation ||0.00 ||0.00 ||0.05 ||(16.55) |
|Deferred Tax ||0.00 ||0.00 ||3.69 ||(0.04) |
|Net Profit (Loss) for the year ||(83.23) ||(2514) ||(419.27) ||(2746.02) |
The Company has prepared the Standalone and Consolidated Financial Statements inaccordance with the Companies (Indian Accounting Standards) Rules 2015 prescribed underSection 133 of the Companies Act 2013.
Due to loss during the year the Board of Directors of the Company have not recommendedany dividend for the year 2020-21.
3. SHARE CAPITAL:
The authorized share capital of the company as on April 1 2020 was Rs. 650000000divided into 65000000 equity shares of Rs. 10/- each. The paid up share capital of thecompany as on April 1 2020 was Rs. 562516450/- divided into 56251645 equity sharesof Rs. 10/- each.
The Company had allotted following fully convertible warrants of face value of Rs. 10/-each at price of Rs. 12/- per warrant on preferential allotment basis.
|Date of allotment ||No. of warrants |
|December 30 2020 ||10500000 |
|January 4 2021 ||13500000 |
|Total ||24000000 |
Reserves & Surplus at the end of the year stood at Rs. 5367.45 lakhs as compared toRs. 4210.67 lakhs at the beginning of the year.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
6. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review several energy conservation initiatives were adoptedand were taken by the Company and its subsidiaries. There are no plans to import any kindof technology for the project and hence information regarding its absorption is notapplicable. There were no research activities carried out during the year as well as noforeign exchange income or outgo during the year.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2021.
The Company is engaged in the business of Oil & Gas exploration and trading ofgoods and others.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company's operation in future.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
With a view to market the Company across the globe your company has 5 Internationalsubsidiaries. Apart from International subsidiaries there is one wholly owned Indiansubsidiary. There are no associate companies or joint venture companies within the meaningof section 2 (6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiaries.
As required under Rule 8 (1) of the Companies (Accounts) Rules 2014 the Board'sReport has been prepared on standalone financial statements and a report on performanceand financial position of each of the subsidiaries included in the consolidated financialstatements is included in the financial statements in Form AOC - 1 and consolidatedperformance and financial position given here in above.
In accordance with third proviso of Section 136 (1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company www.gnrl.in.Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary companies may write to the Company Secretary at the Company's registeredoffice.
Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 read with Rule8 (1) of the Companies (Accounts) Rules 2014 a statement containing salient features ofthe Financial Statements of your Company's subsidiaries in Form AOC-1 is attached to theFinancial Statements.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
11. MEETING OF BOARD OF DIRECTORS:
During the year under the review 10 (Ten) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
12. EXTRACTS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013copies of the Annual Returns of the Company prepared in accordance with Section 92(1) ofthe Companies Act 2013 read with Rule 11 of the Companies (Management and Administration)Rules 2014 are placed on the website of the Company and is accessible at the weblink:http://gnrl.in/announcements/
13. RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions as per Companies Act2013 made by the Company which may have a potential conflict with the interest of theCompany at large. Accordingly disclosure in Form AOC-2 is not applicable and providedfor.
14. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have extensive and diverse experience indifferent disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Ashok C. Shah (DIN: 02467830) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI ListingRegulations and there has been no change in the circumstances which may affect theirstatus as independent director during the year.
Further Ms. Sarika Kulkarni has resigned as an Independent Director of the Companyw.e.f. 6th May 2020 and Ms. Chitra Thaker was appointed w.e.f. 30thJuly 2020. Ms. Sheetal Girish Pandya has been appointed as an Additional Non-IndependentDirector of the Company w.e.f. 20th October 2020 and Mr. Malav Mehta hasresigned from the post of directorship w.e.f. 23rd September 2020.
As required under Section 203 of the Companies Act 2013 the Company has Mr. Shalin A.Shah (Managing Director) Mr. Hiteshkumar M. Donga (Chief Financial Officer) and Ms.Sheetal G. Pandya (Company Secretary) as Key Managerial Personnel of the Company.
15. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") the Board hadcarried out performance evaluation of its own the Board Committees and of the Independentdirectors. Independent Directors at a separate meeting evaluated performance of theNonIndependent Directors Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management. The details of criteria laid down and the Remuneration Policy aregiven in the Corporate Governance Report.
17. MANAGERIAL REMUNERATION
The Company has paid Mr. Shalin A. Shah (Managing Director) Rs. 17.75 Lakhs asmanagerial remuneration during the year.
18. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met on 12.03.2021 during the year reviewdetails of which are given in the Corporate Governance Report.
19. COMMITTEES OF THE BOARD:
There are currently Three Committees of the Board as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" apart of this Annual Report.
A. Statutory Auditors
The Board of Directors of the Company at their Meeting held on August 8 2017 on therecommendation of the Audit Committee had appointed M/s. GMCA & Co. CharteredAccountants (Firm Registration No.109850W) as the Statutory Auditors of the Company andrecommended their appointment for a term of five years from the conclusion of AnnualGeneral Meeting (AGM) held in 2017 till the conclusion of the Annual General Meeting to beheld in 2022.
The Members may note that consequent to the changes in the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA) videnotification dated May 7 2018 the proviso to Section 139(1) of the Companies Act 2013read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules2014 the requirement of ratification of appointment of Auditors by the Members at everyAGM has been done away with. Therefore the Company is not seeking any ratification ofappointment of M/s. GMCA & Co. Chartered Accountants (Firm Reg. No. 109850W) as theAuditors of the Company by the Members at the ensuing AGM.
The Report given by the Auditors M/s. GMCA & Co. on the financial statements ofthe Company is a part of the Annual Report. The notes to the accounts referred to in theAuditors' Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Chintan K.Patel Practicing Company Secretary Ahmedabad to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as Annexure III.
The observations of the Secretarial Auditor in the Secretarial Audit Report areself-explanatory and therefore do not call for any further comments.
Further pursuant to Regulation 24A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 GNRL Oil & Gas (I) Private Limited (Erstwhile SigmaOil and Gas Private Limited) (Material Indian Subsidiary) has obtained Secretarial AuditReport for the financial year ended 31st March 2021 from M/s. Amisha Shah& Associates and is annexed herewith as Annexure III (B).
21. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an internal financial Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Audit Committee formulates the scope functioning periodicity andmethodology for conducting the internal audit. The internal auditors carry out auditcovering inter alia monitoring and evaluating the efficiency & adequacy of internalcontrol systems in the Company its compliance
with operating systems accounting procedures and policies at all locations and submittheir periodical internal audit reports to the Audit Committee. Based on the internalaudit report and review by the Audit committee process owners undertake necessary actionsin their respective areas. The internal auditors have expressed that the internal controlsystem in the Company is robust and effective. The Board has also put in place requisitelegal compliance framework to ensure compliance of all the applicable laws and that suchsystems are adequate and operating effectively.
22. RISK MANAGEMENT:
Risk is an integral part of any business and therefore Risk Management is an importantfunction that the business management has to perform to ensure sustainable businessgrowth. Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on a regular basis to help ensure that there is arobust system of risk controls and mitigation in place. Senior management periodicallyreviews this risk management framework to keep updated and address emerging challenges.Major risks identified for the Company by the management are Compliances of variousapplicable Laws Regulatory changes Manufacturing & Supply Litigation andTechnological Changes. The management is however of the view that none of the above risksmay threaten the existence of the Company as robust Risk mitigation mechanism is put inplace to ensure that there is nil or minimum impact on the Company in case any of theserisks materialize.
23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and Regulation 22 of SEBIListing Regulations the Company has constituted a Whistle Blower Policy / Vigil Mechanismto establish a vigil mechanism for the directors and employees to report genuine concernsin such manner as may be prescribed and to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct.
24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder your Company hasassigned the responsibilities to Audit Committee. During the year no complaint withallegations of sexual harassment was filed with the Company.
25. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. Board of Directors and the designated employees have confirmedcompliance with the Code.
The Company has adopted and amended its Code of Conduct for Prevention of InsiderTrading w.e.f. April 1 2019 pursuant to Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018.
26. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state that-
i. In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
ii. The directors had 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 at the end of thefinancial year 31st March 2021 and of the profit and loss of the company forthat period;
iii. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 andRules made thereunder for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. 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
vi. The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
27. CORPORATE GOVERNANCE:
As required by the SEBI Listing Regulations a detailed report on Corporate Governanceis given as a part of the Annual Report. The Company is in full compliance with therequirements and disclosures that have to be made in this regard except for appointment ofat least one independent director on the board of directors of an unlisted materialsubsidiary/ies i.e. (1) Heramec Oil & Gas (Singapore) Pte Ltd. (2) GNRL Oil & GasLtd. (Formerly Heramec Ltd). The Practicing Company Secretary's Certificate of thecompliance with Corporate Governance requirements by the Company is attached to the Reporton Corporate Governance. Report on Corporate Governance is attached as ANNEXURE IV.
28. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
29. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute Corporate Social Responsibility Committee orspend on social responsibility pursuant to section 135 of the Companies Act 2013.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report as required under SEBI ListingRegulations is included in this Report. Certain statements in the said report may beforward looking. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of the future performance and outlook.
31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure II.
32. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 513536 & security id: GNRL. The Company confirms that the annual listing fee tothe stock exchange for the financial year 2021-22 will be paid in due course.
33. RELATED PARTY DISCLOSURE:
Related Party disclosure under regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is as under:
|Sr. Disclosure of loans / advances / investments / No. Outstanding during the year ||As at 31st March 2021 ||Maximum amount during the year |
|1 Loans and advances in the nature of loans to subsidiary ||657149643 ||512244555 |
|2 Loans and advances in the nature of loans to associate ||0 ||0 |
|3 Loans and advances in the nature of loans to firms/companies in which directors are interested ||12045000 ||12665000 |
Further transactions if any of the Company with any person or entity belonging to thepromoter/promoter group which hold(s) 10% or more shareholding in the listed entity aregiven in the notes to the Financial Statements.
Your Directors take this opportunity to express their gratitude for the generouscommitment dedication hard work and significant contribution made by employees at alllevels in ensuring growth of the Company. Your Directors also sincerely thank to all thestakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.
|Place: Ahmedabad ||For and on behalf of the Board || |
|Date: 4th September 2021 || || |
| ||Sd/- ||Sd/- |
| ||Ashok C. Shah ||Sheetal G. Pandya |
| ||Director ||Director |
| ||DIN: 02467830 ||DIN: 07148000 |