Your Directors present herewith the 81stAnnual Report together with theAudited Statement of Accounts for the year ended on 31st March 2020.
The operating results of the Company for the year ended on 31stMarch 2020are briefly indicated below:
(Rs. In lakh)
|Particulars ||For the year ended March 31 2020 (Rs in lakh) ||For the year ended March 31 2019 (Rs in lakh) |
|Total Income including exceptional items ||24.59 ||25.78 |
|Profit / (Loss) Before Depreciation ||(48.89) ||(38.11) |
|Less : Depreciation ||7.35 ||7.55 |
|Profit / (Loss) Before Tax ||(56.24) ||(45.74) |
|Exceptoional Item ||50.75 ||- |
|Less : Income Tax ||- ||- |
|Less : Deferred Tax ||- ||- |
|Profit / (Loss) After Tax ||(5.49) ||(45.74) |
|Other Comprehensive Income ||- ||- |
|Net of Tax || || |
|Total Comprehensive Income for the year ||(5.49) ||(45.74) |
In view of losses your Directors regret their inability to recommend dividend for theyear under review.
TRANSFER TO RESERVE:
During the year under review the Company has not transferred any amount to Reserves.
OPERATIONS /STATE OF COMPANY'S AFFAIRS:
During the year under review there was gross revenue of Rs. 24.59 Lakh (previous yearRs.25.78 Lakh and has incurred net loss of Rs 5.49Lakh (Previous year loss ofRs.45.74lakh) after providing Depreciation of Rs. 7.35 Lakh (Previous year Rs7.55 Lakh).
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
There were no material changes affecting the financial position of the Company occurredbetween the endof financial year to which the statement relates and the date of Directors'Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussions & Analysis Report forms part of the Corporate Governancereport annexed to this report.
The Board of Directors of the company has complied with applicable SecretarialStandards issued by The Institute of Company Secretaries of India.
The Company has not accepted or renewed any deposits from public falling within thepurview of Section 73 of Companies Act 2013 during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall under the criteria mentioned in the provision of Section 135of the Companies Act 2013 read with the Companies (Corporate Social Responsibility)Rules 2014 and accordingly the Company is not required to constitute CSR Committee noris it required to spend any amount in CSR Activity.
DIRECTORS and KMP's:
Due to the takeover of the Company during financial year new promoter group has takenoven the old promoter group and accordingly following Director has put their resignationto the Company.
The Board of Directors of the Company has an optimum combination of ExecutiveNon-Executive and Independent Directors as on 31st March 2020 and the Boardcomprises of 4(Four) Directors out of which 1is Executive Woman
Director and 3 are Non-Executive Director including 2 Independent Directors. TheChairman of the Board is promoter and executive director.
During the year following cessation were held:
Mr. Tapas Chokshi (Independent Non Executive Director) Smt Sachi Parikh(Independent Non Executive Director) Ms HetsviNavnitlal (Independent Non ExecutiveDirector) resigned from the post of Directorship with effect from 30/08/2019.
Mrs Hem Manish has tender their resignation from the post of ManagingDirectorship w.e.f. 15/09/2019.
Ms. Manali Shah resigned as a company secretary and compliance officer of thecompany effective from 15/09/2019.
Ms. Tatu Arvind Resign from the position of Chief Financial Officer w.e.f.4/9/2019.
During the year following appointment were made:
Ms. Rajasvee Sagar Shah (Executive Director) was appointed as the ManagingDirector effective from 16/09/2019.
Mr. Sagar Samir Shah (Non-Executive Director under promoter category) Mr.Ramesh Dathia(Non Executive Independent Director) and Manish Mehta (Non-ExecutiveIndependent Director) were appointed as the additional Director in the Board Meeting heldon 30/08/2019 whose appointment was confirmed by the Shareholders in the Annual GeneralMeeting held on 30/09/2019.
Mr. Sagar Samir Shah was appointed as the Chief Financial Officer of the Company12/02/2020.
Further after the end of the year Ms. BhavikaLalwani a member of Institute of CompanySecretaries of India was appointed as the Company Secretary and Compliance Officer of theCompany effective from29/07/ 2020.
3. Retire by Rotation:
In accordance with the provisions of the Companies Act 2013 and Companies Articles ofAssociation Mr. Sagar Samir Shah retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board recommends hisre-appointment. Necessary resolution for his reappointment is placed before theshareholder for approval.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149 (6) of the Companies Act 2013read with Rules framed there under and under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
EXTRACT OF THE ANNUAL RETURN:
Extract of the Annual Return as on 31st March 2020 in the prescribed form MGT - 9pursuant to provisions of Section 92(3) of the Companies Act 2013 and the Companies(Management and Administration) Rules 2014 is annexed to this report as Annexure 1.
CORPORATE GOVERNANCE REPORT:
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 Report on Corporate Governance is not applicable on the Company as theCompany is not having the paid-up share capital exceeding Rs. 10 crores and Net worth isexceeding Rs. 25crores.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect tothe Directors' responsibility Statement the Directors confirm that:
i. in the preparation of the annual financial statement the applicable accountingstandards have been followed and that no material departures have been made for the same;
ii. they have selected such accounting policies and applied them consistently and madejudgments andestimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for the financial year:
iii. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. they have prepared the annual accounts on a going concern basis:
v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS:
Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies financial matters and other businesses. During the year the Boardduly met Eight (8) times on 20th May2019 02nd July 2019 14th August2019 30thAugust 201904thSeptember 2019 14th November 2019 30th November2019 and 12th February 2020 in respect of said meetings proper notices weregiven and proceedings were properly recorded and signed in the Minute Book maintained forthe purpose.
PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and Rules framed thereunder readwith the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 formalannual evaluation is to be made by the Board of its own performance and that of itsCommittees and Individual Directors. The Board after taking into consideration thecriteria of evaluation laid down by the Nomination and Remuneration Committee in itspolicy such as Board Composition level of involvement performance of duties attendanceetc. had evaluated its own performance the performance of its committees and IndependentDirectors (excluding the Director being evaluated). The performance evaluation of theManaging Director & Non-Independent Directors was also carried out by the independentDirectors. The Directors expressed their satisfaction with the evaluation process andperformance of the Board as a whole.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
Pursuant to the requirements of Section 134 and 178 of the Companies Act 2013 thepolicy on appointment of Board Members and policy on remuneration of the Directors KMPsand other employees as attached as Annexure 1 to this report.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:
There were no material Related Party Transactions entered into during the financialyear under review. Hence the Company is not required to report under this head. The Boardhas approved policy on related party transactions & the same has been uploaded on thewebsite i.e. www.gujchemdistillers.com.
DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:
Details pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure 2 to this report.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
TheCompany has adopted internal control system considering the nature of its businessand the size and complexity of operations. The Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures etc. The management is takingfurther steps to strengthen the internal control system.
RISK MANAGEMENT POLICY:
The Company has structured risk management policy as per the requirements of theCompanies Act 2013. The Risk management Policy is designed to safeguard the organizationfrom various risks through timely actions. In the opinion of the Board there hasbeen no identification of element of Risk that may threaten the existence of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT2013:
Details of loans guarantees & investments made if any are disclosed in the notesforming part of financial statement.
M/S. S. N Shah & Associates. Chartered Accountants (Firm Registration Number:109782W) the statutory Auditors of the Company were appointed at the 80thAnnual General Meeting held on 30/09/2019 to hold office from the conclusion of 80thAnnual General Meeting till the conclusion of 85th Annual General Meeting to beheld in the year2024. In accordance with the Companies Amendment Act 2017 enforced on7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditorsis not required to be ratified at every Annual General Meeting.
STATUTORY AUDITORS' OBSERVATIONS:
The Statutory Auditors' Report to the Shareholders for the year under review does notcontain any qualifications / observations requiring explanation from the Board ofDirectors.
SECRETARIAL AUDIT REPORT:
M/s. Khandelwal Devesh& Associates Company Secretaries were appointed asSecretarial Auditors of the Company upto the financial year 2022-23 pursuant to theprovisions of Section 204 of the Companies Act 2013. The Secretarial Audit Reportsubmitted by them in prescribed form MR-3 is attached as Annexure 3 to this report.As per the audit report the following qualification were reported: -
a) Non-Compliance of regulation 6(1) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which stipulates that a listed entity shall appoint aqualified company secretary as the compliance officer however the company does notappoint the same w.e.f. 30th November 2019 further the Company has appointed the samew.e.f. 29th July 2020
The Board of Directors of the Company would like to inform you that due to resignationof Mrs. Manali Shah as Company Secretary and Compliance officer on 30th November 2019theCompany could not appoint a qualified Company Secretary as Compliance officer and thenafter on appointment of Ms. BhavikaLalwani as Company Secretary w.e.f. 29thJuly2020 appointed her as Compliance officer.
a) Non-Compliance of Regulation 74 (5) of SEBI (Depositories and Participants)Regulations 2018 for the quarter ended June 2019 i.e. the Company has not uploaded thesame.
The Board of Directors of the Company would like to inform you that due to inadvertenterror Company failed to upload Certificate under Regulation 74 (5) of SEBI (Depositoriesand Participants) Regulations 2018 for the quarter ended June 2019. Company will correctits mistake and will upload the same in near future.
Mr. Sagar Samir Shah was appointed as an Internal Auditor of the Company uptothefinancial year 2022-23.
COMPOSITION OFBOARD ANDVARIOUS COMMITTEE:
(A) BOARD COMPOSITION
The Board of Directors of your Company as on 31st March 2020 consist of 4Directors. The Composition of Board of Directors is in compliance with the requirement ofSEBI (Listing Obligation and Disclosure Requirments) Regulations 2015.
|Name of Directors ||Designation ||Category ||No. of Board Meeting Held ||No. of Board Meeting Attended |
|Smi. Hem Manish@ ||Managin g Director Promoter Executive Director ||Promoter Executive ||5 ||5 |
|Shri Tapas Choksi* ||Independent and Non- Executive ||Independent ||4 ||4 |
|Smt Sachi Parikh* ||Independent and Non- Executive ||Promoter Non- Executive ||4 ||4 |
|Ms. Hetsvi Navnitlal* ||Non Independent ||Independent ||4 ||4 |
|Mrs.Rajasvee Sagar Shah# ||Promote r and Managing Director ||Promoter Executive ||6 ||6 |
|Mr.Sagar Samir Shah# ||Non Executive Director ||Promoter ||6 ||6 |
|Mr.Manishku marIndravada n Mehta# ||Independent Director ||Non- Executive Independent and Non- Executive ||6 ||6 |
|Mr.Rameshbh aiChimanlalDa thia# ||Independent Director ||Independent and Non- Executive ||6 ||6 |
* Resign w.e.f. 30/08/2019 # Appointed w.e.f. 30/08/2019 @ Resign w.e.f. 15/09/2019
(B) AUDIT COMMITTEE
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the saidsection.
The details of composition of Audit Committee as on 31/03/2020 are as follows:
|NAME OF THE DIRECT ORS ||CATEGOR Y OF DIRECTOR SHIP ||Positi on || |
NUMBER OF MEETINGS
| || || ||HEL D ||ATTENDED |
|Shri Tapas Choksi* ||Independ ent and Non- Executive ||Chairm an ||3 ||3 |
|Smt Hem Manish @ ||Promoter and Managing Director ||Memb er ||3 ||3 |
|Smt Sachi Parikh* ||Independ ent and Non- Executive ||Memb er ||3 ||3 |
|Manishk umarInd ravadan Mehta# ||Independ ent and Non- Executive ||Chairm an ||2 ||2 |
|Ramesh bhaiChi manlalD athia# ||Independ ent and Non- Executive ||Memb er ||2 ||2 |
|Rajasve e Sagar Shah# ||Promoter and Managing Director ||Memb er ||2 ||2 |
* Resign w.e.f. 30/08/2019 # Appointed w.e.f. 30/08/2019 @Resign w.e.f. 15/09/2019
(C) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The composition of the Committee isin conformity with the provisions of the said section.
The details of composition of Nomination and Remuneration Committee as on 31/03/2020are as follows:
|NAME OF THE DIRECTORS ||CATEGORY OF DIRECTORSHIP ||Position |
|Shri Tapas Choksi* ||Independent Non-Executive ||Chairman |
|Smt Sachi Parikh* ||Independent Non-Executive ||Member |
|MsHetsviNavnitlal ||Non Independent ||Member |
|* || || |
|ManishkumarIndr avadan Mehta# ||Independent Non-Executive ||Chairman |
|RameshbhaiChima nlalDathia# ||Independent Non-Executive ||Member |
|Sagar Samir Shah# ||Promoter Non-Executive ||Member |
* Resign w.e.f. 30/08/2019 # Appointed w.e.f. 30/08/2019
Terms of reference:
The broad terms of reference of the Nomination and Remuneration Committee are as under:- Formulation of the criteria for determining the qualifications positive attributes andindependence of Director; - Devising a policy on Board diversity; - Formulation ofRemuneration policy; - Review the structure size and composition of the Board;
- Identifying and selection of candidates for appointment as Directors;
- Identifying potential individuals for appointment as Key Managerial Personnel andSenior Management; - Formulation of criteria for evaluation of Independent Directors andthe Board.
During the Year 3 (three) meeting of the committee was held on 30/08/201904/09/2019and30/11/2019
The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy on director's appointment and remuneration of Directors including criteria fordetermining qualification positive attributes independence of directors and remunerationfor directors Key Managerial Personnel and other employees.
(D) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The composition of the Committee isin conformity with the provisions of the said section. The details of composition ofStakeholders Relationship Committee are as follows:
|NAME OF THEDIRECTORS ||CATEGORY OFDIRECTORSHI P ||Position |
|Shri Tapas Chokshi* ||IndependentNon -Executive ||Chairman |
|Smt Hem Manish@ ||Promoter And Managing Director ||Member |
|Smt Sachi Parikh* ||IndependentNon -Executive ||Member |
|ManishkumarIndrav adan Mehta# ||IndependentNon -Executive ||Chairman |
|RameshbhaiChimanl alDathia# ||Independent And Non- Executive ||Member |
|Rajasvee Sagar Shah# ||Promoter And Managing Director ||Member |
* Resign w.e.f. 30/08/2019 # Appointed w.e.f. 30/08/2019 @ Resign w.e.f. 15/09/2019
During the Year Ten (10) meeting of the committee was held on 30/04/201930/05/201930/06/2019 30/07/2019 30/08/2019 30/09/2019 30/11/2019 30/12/201931/01/2020 and 30/02/2020.
Details of Investor's grievances/
The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2020 are NIL.
During the Year Manali Shah was the Company Secretary and the Compliance officer forthe above purpose till 30/11/2019. Ms. Rajasvee Sagar Shah was the Compliance officer ofthe Company for the above purpose from 30/11/2019 to 29/07/2020.
Ms.. BhavikaLalwani is the Company Secretaryand Compliance Officer of the Company forthe above purpose from 29/07/2020.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has adopted a policy on Prevention of Sexual Harassment of Women atWorkplace inaccordance with the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.The policy aims at the protection of the womenemployees at work place and providing the safe working environment where women feelssecure. The Company regularly conducts awareness programmes for its employees and theCompany has notreceived any complaint so far in connection with the sexual harassment.
MAINTENANCE OF COST RECORDS:
The provisions of Section 148 of the Companies Act 2013 and the rules framedthereunder are not applicable to the Company and hence the Company was not required tomaintain any Cost records for the year under review
Pursuant to provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 ofthe Companies(Meetings of Board and its Powers) Rules 2014 the Board of Directors hadapproved the Policy on Vigil Mechanism/ Whistle Blower Policy. Through this policyDirectors Employees or business associates mayreport the unethical behaviormalpractices wrongful conduct frauds violations of the Company's code etc.to theChairman of the Audit Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished hereinbelow:
Conservation of energy-
Since there were no activities carried out during the year there is nothing to bereported by the Company here.
Since there were no activities carried out during the year there is nothing to bereported by the Company here.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange earnings or outgo during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there were no significant or material order passed by anyregulatory authority court or tribunal which shall affect the going concern status of theCompany's operations in future.
The Board acknowledges with thanks the overall support extended by the shareholdersemployees and other stakeholders
By Oder of Board of Directors For Gujchem Distillers India Ltd
Rajasvee Sagar Shah (DIN: - 08265565)
Chairman &Managing Director
Registered Office: Office No 6 2nd Floor National Chamber Nr. City GoldAshram Road Ahmedabad-380009