Your Directors have pleasure in presenting the 48th Annual Report of theCompany together with the audited accounts for the Financial Year ended March 31 2019.
1. Financial summary or highlights/Performance of the Company
FINANCIAL RESULTS: (Rupees in lakhs)
|Particulars ||2018-2019 ||2017-2018 |
|Revenue from Operation ||32379.30 ||27375.43 |
|Add: Other Income ||415.76 ||345.21 |
|Total Income ||32795.06 ||27720.64 |
|Profit before Depreciation and Tax (PBDT) ||2145.19 ||1827.93 |
|Less: Depreciation & Amortisation ||835.48 ||735.16 |
|Profit Before Tax before Exceptional Item ||1309.71 ||1092.77 |
|Exceptional Item ||783.89 ||0 |
|Profit Before Tax (PBT) ||2093.60 ||1092.77 |
|Less: Taxes || || |
|(a) Current Year Tax ||356.75 ||234.87 |
|(b) Deferred Tax ||(93.23) ||(193.87) |
|Profit After Tax ||1830.08 ||1051.77 |
|Dividend ||50% ||20% |
|Earnings per Shares (Rs. 2/- each) (Basic & Diluted) ||23.27 ||13.37 |
The Board of Directors of your company is pleased to recommend a dividend of Rs. 1/-per equity share of the face value of Rs. 2/- each (@ 50%) payable to those Shareholderswhose names appear in the Register of Members as on the Book Closure.
No amount has been transferred to General Reserve.
4. Brief description of the Company's working during the year/State of Company'saffair.
Total turnover during the year is Rs. 32379.30 Lakh (Previous Year Rs. 27375.43 Lakh).We have made a Profit after depreciation and interest of Rs. 2093.60 Lakh (Previous YearProfit of Rs. 1092.77 Lakh).
5. Change in the nature of business if any.
There is no change in the nature of business during the financial year 2018-19.
6. Material changes and Commitments if any affecting the Financial Position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the Report:
There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.
7. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements.
The Company has appointed internal auditor for adequacy of internal financial controlsand your Board has taken adequate care for financial control.
8. Details of Subsidiary/Joint Ventures/Associate Companies.
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
9. Performance and financial position of each of the subsidiaries associatesand joint venture companies included in the consolidated financial statement.
No details are given as your Company has no Subsidiary/Joint Ventures/AssociateCompanies during the year.
Your Company has not accepted any deposits from public during the year and there was nodeposit at the beginning of the year. Therefore the details relating to deposits coveredunder Chapter V of the Act is not applicable.
M/s M. L. BHUWANIA AND CO. LLP (FRN: 101484W/W100197) and M/S PRA ASSOCIATES (FRN:2355N) Chartered Accountants were appointed as the Joint Auditors of the Company for theperiod of 5(five) years who shall hold the office as Joint Auditors of the Company till 51stAnnual General Meeting of the company to be held in the year 2022.
M/s M. L. BHUWANIA AND CO. LLP (FRN: 101484W/W100197) Chartered Accountantsexpressing its disability to continue due to their pre occupation and voluntarily resignedas Joint Statutory Auditors w.e.f. 3rd August 2018. Whereas M/S. PRA ASSOCIATES (FRN:2355N) shall continue to act Statutory Auditors of the Company.
M/s. Kanu Doshi Associates LLP Chartered Accountants Mumbai for Baroda Unit and M/sAnand Saklecha & Co. Chartered Accountants for Indore Unit have been appointed asInternal Auditors of the Company in terms of Section 138 of the Companies Act 2013 andrules & regulations made thereunder for the Financial Year 2019-20 by the Board ofDirectors upon recommendation of the Audit Committee.
12. Auditors' Report.
No qualification reservation or adverse remark or disclaimer has been made by theauditor in their Auditors' Report for the year 2018-19.
13. Share Capital.
During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.
14. Annual Return.
As per latest amendment in section 92 of the Companies Act 2013 a copy of annualreturn will be displayed on Company's web site i.e. www.gagl.net after filing annualreturn after completion of ensuing Annual General Meeting with the Registrar of Companieswithin the time stipulated in said section 92 of Act. The extract of the Annual Return inForm No. MGT 9 forming part of the Board's report is attached herewith as (Annexure-A).
15. Conservation of energy technology absorption and foreign exchange earnings andoutgo.
The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith
16. Corporate Social Responsibility (CSR).
The details on the CSR activities are enclosed as (Annexure-C).
A) Changes in Directors and Key Managerial Personnel
The following changes in Directors and Key Managerial Personnel were made during thefinancial year 2018-19:
|Sr. Name of Director/ Key Managerial No. Personnel ||Designation ||Category ||Date of Appointment ||Date of Cessation |
|1. Ms. Snehal Atulkumar Chokshi ||Company Secretary ||-- ||01.06.2018 ||-- |
|2. Ms. Anju Aggarwal ||Non-Executive Non-Independent Director ||Promoter Director ||-- ||22.11.2018 |
|3. Mr. Baskaran Kesavareddiyar ||Nominee Director ||Additional Director ||- ||29.09.2018 |
|4. Ms. Bhavna Rao ||Nominee Director ||Additional Director ||- ||29.09.2018 |
|5. Mr. Purshotam Lal Sharma ||Non-Executive Independent Director ||Additional Director ||- ||29.09.2018 |
|6. Mr. Pradeep Kumar ||Non-Executive Independent Director ||Additional Director ||- ||29.09.2018 |
|7. Mr. Baskaran Kesavareddiyar ||Nominee Director ||Additional Director ||29.09.2018 ||- |
|8. Ms. Bhavna Rao ||Nominee Director ||Additional Director ||29.09.2018 ||-- |
|9. Mr. Purshotam Lal Sharma ||Non-Executive Independent Director ||Additional Director ||29.09.2018 ||- |
|10. Mr. Pradeep Kumar ||Non-Executive Independent Director ||Additional Director ||29.09.2018 || |
* Ms. Anju Aggarwal (DIN: 00094267) has resigned from her directorship w.e.f. 22 ndNovember 2018 and the Board had took note of the same through Resolution passed byCirculation.
B) Declaration by an Independent Director(s):
Declaration by Mr. Rajendra Prasad Sinha Mr. Ravikant Dhawan Mr. Pradeep Kumar andMr. Purshotam Lal Sharma Independent Directors that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 havebeen given.
The Board of Directors declares that the Independent Directors Mr. Rajendra PrasadSinha Mr. Ravikant Dhawan Mr. Pradeep Kumar and Mr. Purshotam Lal Sharma in the opinionof the Board are:
a) persons of integrity and they possess relevant expertise and experience; b) not apromoter of the Company or its holding subsidiary or associate company; c) not related topromoters or directors of the company or its holding subsidiary or associate company;
d) have/had no pecuniary relationship with the company its holding or subsidiary orassociate company or promoters or directors of the said companies during the twoimmediately preceding financial years or during the current financial year; e) none oftheir relatives have or had pecuniary relationship or transactions with the company itsholding subsidiary or associate company or promoters or directors of the said companiesamounting to two percent or more of its gross turnover or total income or fifty lakhrupees whichever is lower during the two immediately preceding financial years or duringthe current financial year; f ) neither they nor any of their relatives i. hold orhave held the position of a key managerial personnel or are or have been employees of theCompany or its holding subsidiary associate company in any of the three financial yearsimmediately preceding the current financial year. ii. are or had been employee orproprietor or a partner in any of the three financial years immediately preceding thecurrent financial year of a) a firm of auditors or company secretaries in practice or costauditors of the company or its holding subsidiary or associate company or b) any legal orconsulting firm that has or had any transaction with the company its holding subsidiaryor associate company amounting to ten percent or more of gross turnover of the said firm;iii) hold together with their relatives two percent or more of the total voting power ofthe company or iv) is a Chief Executive or director of any non-profit organization thatreceives twenty-five percent or more of its receipts from the company any of thepromoters or directors of the company or its holding subsidiary or associate company orthat holds two percent or more of the total voting powers of the company; g) Possessqualifications prescribed in Rule 5 of The Companies (Appointment and Qualification ofDirectors) Rules 2014.
C) Formal Annual Evaluation.
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and individual Directors which includes criteria for performanceevaluation of executive directors and non-executive directors. The Board has carried outan annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its committee. The Board of Directors hasexpressed their satisfaction with the evaluation process.
An agenda of Meetings is prepared and circulated in advance to the Directors. Duringthis year six (6) Board and four (4) Audit Committee Meetings were convened and heldthe details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed underCompanies Act 2013 and the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 read with the erstwhile Listing Agreement.Statement indicating the manner in which formal annual evaluation has been made by theBoard of its own performance and that of its committees and individual directors has beengiven in the Report of Corporate Governance.
19. Particulars of loans guarantees or investments under section 186.
The Company has not given loans or guarantee or made an investment during the financialyear 2018-2019.
20. Particulars of contracts or arrangements with related parties:
Particulars of contracts or arrangements with related parties are given in Form AOC-2enclosed as (Annexure-D).
21. Managerial Remuneration:
Disclosures pursuant to section 197(12) of the Companies Act2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed herewith (Annexure-E).
22. Secretarial Audit Report:
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act 2013given by M/s. Dinesh Mehta & Co. a company secretary in practice enclosed herewith (Annexure-F).
The Secretarial Audit Report does not contain any qualification reservation or adverseremark except following observations:
1. Notice received from BSE with regard to Non-Compliance of Regulation 17(1) for thequarter ended 30.09.2018 as the strength of the Independent Directors was less than 50%of the Total numbers of directors including Nominee Director.
2. Non- Compliance with requirement of 100% of shareholding of promoter(s) andpromoter(s) group in dematerialized form as per Regulation 31(2) of SEBI (LODR)Regulations 2015 regarding holding of specified securities and shareholding pattern.
Explanation to qualification to Secretarial Audit Report:
1. The Company had paid Penalty to BSE Limited for the Non-Compliance of Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 withintime period and the Board Composition of the Company has been as per the requirement ofRegulations as on date.
2. Pursuant to the scheme of Amalgamation the Shares of the Company were allotted tothe shareholders in Physical and d-mat form and the shareholders also include promotershareholders which are under process of Dematerialization as on 31st March2019.
23. Corporate Governance Report.
The Company has been following the principles and practices of good CorporateGovernance and has ensured compliance of the requirements stipulated under Regulation 34of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
A detailed report on Corporate Governance as required under Regulation 34 of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is appended along with the certificate on Corporate Governance issuedby M/s. Dinesh Mehta & Co. Company Secretaries Vadodara Gujarat the SecretarialAuditors confirming the compliance of conditions on Corporate Governance forms part ofthe Board Report with (Annexure-G).
24. Management Discussion and Analysis Report.
A report on Management Discussion and Analysis as required in terms of Regulation34(2) of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Report and it deals with the BusinessOperations and Financial Performance Research & Development Expansion &Diversification Risk Management Marketing Strategy Safety & Environment HumanResource Development etc. (Annexure - H).
25. Risk management.
The Management has put in place adequate and effective system and man power for thepurposes of risk management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.
26. Directors' Responsibility Statement
Your Directors make the following statements in terms of Section 134(3) (c) of theCompanies Act 2013:
(a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; (b) thatthe directors had selected such accounting policies and applied them consistently and madejudgments and estimates 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 profitof the company for that period; (c) that the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) that the directors had prepared the annual accounts ona going concern basis; and (e) that the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and (f) that the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
27. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rule thereunder. Allemployees (permanent contractual temporary trainees) are covered under the said policy.Internal Complaints Committee has also been set up to redress complaints received onsexual harassment.
During the financial year under review the committee of all units has not received anycomplaints of sexual harassment from any of the women employee of the Company.
28. Investor Education and Protection Fund:
Pursuant to the provisions of Section 124(5) the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 (the Rules')all unpaid or unclaimed dividends are required to be transferred by the Company to theIEPF established by the Central Government after the completion of seven (7) years.Consequently your Company has transferred Rs.1147500/- during the year to the InvestorEducation and Protection Fund lying with it for a period of seven years pertaining toyear 2010-11.
In pursuance of the above pursuant to the transfer of the unclaimed dividend for theyear 2010-11 to the IEPF on 24 August 2018 i.e. upon completion of seven years fromtransfer of divided into unclaimed dividend account 4275 (Four Thousand Two HundredSeventy Five) Equity Shares relating to such dividend on which the dividend has not beenclaimed for the consecutive seven years since 2010-11 have been transferred into demataccount of IEPF Authority.
The Equity shares once transferred into IEPF can only be claimed by the concernedshareholder from IEPF Authority after complying with the procedure prescribed under theRules and the Amended Rules.
29. Cost Audit:
M/s. S. K. Jain & Co. Cost Accountants were appointed with the approval of theBoard to carry out the cost audit for F.Y. 2018-19. Based on the recommendation of theAudit Committee M/s. S. K. Jain & Co. Cost Accountants being eligible have alsobeen appointed by the Board as the Cost Auditors for F.Y. 2019-20.
The Company has received a letter from them to the effect that their appointment wouldbe within the limits prescribed under Section 141(3)(g) of the Companies Act 2013 andthat they are not disqualified for such appointment within the meaning of Section 141 ofthe Companies Act 2013.
The remuneration to be paid to M/s. S.K. Jain & Co. for F.Y. 2019-20 is subject toratification by the shareholders at the ensuing AGM. Cost records as specified by theCentral Government under Sub-Section (1) of Section 148 of the Companies Act 2013 aremade and maintained by the Company.
The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the Banks and Financial Institutions and all other statutory and non-statutoryagencies for their co-operation.
The Board of Directors also wish to place on record their gratitude and appreciation tothe members for their trust and confidence shown in the Company.
The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.
| ||For and on Behalf of Board |
| ||Sd/- |
| ||Vijay Aggarwal |
|Dated : 14.08.2019 ||Chairman |
|Place: Baddi ||DIN: 00094141 |