To,
The members,
Your Directors are pleased to present the 30th Annual Report of the Company
along with the Audited Financial Statements for the year ended 31st March,
2023.
1. FINANCIAL HIGHLIGHTS
The summarized standalone and consolidated results of your Company and its subsidiaries
are given in the table below:
(Rs in Lakhs)
|
Standalone |
Consolidated |
| S. No. Particular |
As on 31st March, 2023 |
As on 31st March, 2022 |
As on 31st March, 2023 |
As on 31st March, 2022 |
| 1 Revenue from Operations |
743.02 |
1,141.78 |
3,13,656.80 |
3,05,302.67 |
| 2 Other Income |
663.53 |
589.02 |
1,034.54 |
2,147.59 |
| 3 Total Revenue |
1,406.55 |
1,730.80 |
3,14,691.34 |
307,450.26 |
| 4 Profit/(Loss) before Interest, Depreciation, Exceptional items and Taxes (PBIDTA) |
324.98 |
233.14 |
6614.79 |
6094.26 |
| 5 Interest and Finance Cost |
0.23 |
0.14 |
2,707.54 |
1,796.41 |
| 6 Depreciation and amortization expense |
65.37 |
66.28 |
769.44 |
624.03 |
| 7 Profit/(Loss) before exceptional items and tax |
259.38 |
166.73 |
3,137.81 |
3,673.83 |
| 8 Exceptional items |
0.00 |
0.00 |
0.00 |
0.00 |
| 9 Profit/(Loss) before Taxation(PBT) |
259.38 |
166.73 |
3,137.81 |
3,673.83 |
| 10 Provision of Taxation including Deferred Tax Liability/ |
51.41 |
23.53 |
724.00 |
1,021.43 |
| (Assets) |
|
|
|
|
| 11 Profit/(Loss) from Ordinary activities after tax |
207.97 |
143.19 |
2413.81 |
2,652.40 |
| 12 Total comprehensive income for the year |
205.93 |
145.15 |
2,424.20 |
2,660.68 |
2. TRANSFER TO RESERVES
The Board of Directors of your company has decided not to transfer any amount to the
Reserves for the year under review.
3. DIVIDEND
In order to conserve the resources and to strengthen the financial position of the
company and to meet long term fund requirement and future contingencies, your Directors do
not recommend any dividend for the year under review.
4. BUSINESS PERFORMANCE
There has been no change in the nature of business of the Company during the financial
year under review.
Standalone Basis
During the year under review, total revenue from operation was Rs 743.02 Lakhs against
Rs 1,141.78 Lakhs in the previous year. There has been decrease by 34.92% in total income.
Net Profit after tax is Rs 207.97 Lakhs for year ended 31.03.2023 as against Net Profit
of Rs 143.19 Lakhs in previous year.
There has been increase by 45.24% in net profit in comparison to previous year.
Consolidated Basis
During the year under review total revenue from operation was Rs 3,13,656.80 Lakhs
against Rs 3,05,302.67 Lakhs in the previous year. This show an increase in total revenue
by 2.74% as compared with previous year.
Net profit after tax is Rs 2413.81 Lakhs for year ended 31.03.2023 as against Net
profit of Rs 2,652.40 Lakhs in previous year. This show a decrease in the net profit after
tax by 8.99% as compared with previous year.
5. BUSINESS PERFORMANCE OF SUBSIDIARIES
Gokul Agri International Limited (Subsidiary)
Gokul Agri International Limited, wholly-owned subsidiary of the Company has its
production facility at Sidhpur, District- Patan, Gujarat, India and is engaged in the
business of seed processing, solvent extraction, refining of edible oils and non-edible
industrial oil such as castor oil. The Sidhpur Plant currently processes various types of
oils including Kachi Ghani oil, Mustard oil, Groundnut oil, Refined Cottonseed oil,
Soyaben Refined oil, Palmolein and Castor oil. It is also trading in agro commodities
including spices in domestic and international market.
During the year under review, total revenue from operation was Rs 3,13,120.53 Lakhs
against Rs 3,04,160.90 Lakhs in the previous year. This shows an increase of 2.94% over
the previous year.
Net profit after tax is Rs 2,202.71 Lakhs for year ended 31.03.2023 against Rs 2,508.59
Lakhs in previous year. This shows an decrease of 12.19% over previous year.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF
THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting financial position
between end of the financial year and the date of the report.
7. SHARE CAPITAL
During the year under review, there has been no change in the share capital of the
Company. The Authorised Capital of the Company is 17,50,00,000 Equity Shares and paid up
equity share capital is 9,89,95,000 equity shares of Rs 2/- each.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies
(Accounts) Rules, 2014 the report on performance and financial position of subsidiaries,
associates and joint venture companies is attached as an annexure in Form AOC-1 prepared
under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements
of the Company which forms part of this report.
The Company has kept the separate audited financial statements in respect of each of
subsidiaries at the Registered Office of the Company and available upon the request by any
shareholder of Company. The said financial statements are also available on the website of
your Company at www.gokulgroup.com. The Policy for determining material subsidiaries as
approved may be accessed on the Companys website at the link:
http://www.gokulgroup.com/investor.php
9. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Consolidated Financial Statements form part of this Annual Report. The
Consolidated Financial Statements are prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014.
10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As of 31st March, 2023, your Companys Board had six members comprising of
three Independent Directors. The Board has one woman Independent Director. The details of
Board and Committees composition, tenure of Directors, areas of expertise and other
details are available in the Corporate Governance Report, which forms part of this Annual
Report.
Retire by Rotation
Mr. Dharmendrasinh Rajput (DIN 03050088) is liable to retire by rotation at the ensuing
Annual General Meeting and, being eligible, offers himself for re-appointment. The
Directors recommend for his re-appointment.
Relinquishment / Resignation
Mr. Balvantsinh Chandansinh Rajput (DIN 00315565), the Chairman and Managing Director
of the Company vide his letter dated 22nd December, 2022 has relinquished the
office of Managing Director of the company, consequent upon his appointment as a Cabinet
Minister – Industry, MSME, Civil Aviation, Labour & Employment in the Government
of Gujarat. He is continuing as a Chairman and Non-Executive Director on the Board of the
Company.
Appointment / Change in Designation
Appointment of Mr. Dharmendrasinh Rajput (DIN 03050088) Executive Director of the
Company as Managing Director of the Company w.e.f. 22nd December, 2022 for
remaining period of his tenure as Executive Director till 09th June, 2026. The
Board recommends his appointment as Managing Director in the ensuing Annual General
Meeting.
As required under regulation 36(3) of the Listing Regulations, particulars of Director
seeking appointment/re-appointment at the ensuing AGM are annexed to the notice convening
30th AGM.
Criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013
and SEBI (LODR) Regulations, 2015
The Independent Directors of your Company have given the certificate of independence to
your Company stating that they meet the criteria of independence as mentioned under
Section 149 (6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and there has
been no change in the circumstances which may affect their status as Independent Director
during the year. The details of familiarization programme for Independent Directors,
conducted during the year, have been provided under the Corporate Governance Report.
Evaluation of Board Performance
In compliance with the Companies Act, 2013 and SEBI (LODR), Regulations, 2015, the
performance evaluation of the Board and its Committees was carried out during the year
under review. More details on the same are given in the Corporate Governance Report.
Nomination and Remuneration Policy
The policy on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Director, and also
remuneration for Key Managerial Personnel and other employees can be viewed at the
Companys website at weblink http://www.gokulgroup.com/investor.php
11. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules and no complaint has been received on
sexual harassment during the financial year 2022-23.
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 [14 of 2013]
12. WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy for directors and
employees to report to the management instances of unethical behavior, actual or
suspected, fraud or violation of the Companys code of conduct or ethics policy. The
details of the said Policy is explained in the Corporate Governance Report and also posted
on the website of the Company.
13. AUDIT COMMITTEE
The Audit Committee comprises Directors namely Prof. (Dr). Dipooba Devada
(Chairperson), Mr. Jayendrasinh Gharia, Mr. Parth Shah and Mr. Shaunak Mandalia.
All the recommendations made by the Audit Committee were accepted by the Board and
implemented accordingly. The details of term of reference of the Audit Committee member,
dates of meeting held and attendance of the Directors are given separately in the
Corporate Governance Report.
14. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Business Risk Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify, monitor and minimize risks
as also identify business opportunities.
Further, the Company identifies risks with its degree and control systems are
instituted to ensure that the risks in business process are mitigated. The Board provides
oversight and reviews the Risk Management Policy periodically. In the opinion of the Board
there has been no identification of elements of risk that may threaten the existence of
the Company.
15. MEETINGS OF BOARD
The Board of Director met six times during the year 2022-23. The Details of the Board
Meetings and the attendance of the Directors are given in the Corporate Governance Report.
16. INDEPENDENT DIRECTORS MEETING
The Independent Directors met on 14th February, 2023 without the attendance
of Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the committees and the Board as a
whole alongwith the performance of the Chairman of your Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.
17. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions Section 134(3)(c) of Companies Act, 2013, the
Directors state that:-
a) in the preparation of the Annual Accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed and that there are no material
departures; b) the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st March,
2023 and the profit and loss of the Company for the year ended on that date; c) The
directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d)
The directors have prepared the annual accounts on a going concern basis; e) That proper
internal financial controls are in place and that the financial control are adequate and
are operating effectively; and f ) The directors have devised proper system to ensure
compliance with the provisions of all applicable laws and that such a systems are adequate
and operating effectively.
18. AUDITORS i STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules
framed there under, M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad
having Firm Registration No. 112360W were appointed as Statutory Auditors of the Company
for the first term of five years till the conclusion of the 34th Annual General
Meeting (AGM) to be held in the year 2027. In accordance with the provisions of the Act,
the appointment of Statutory Auditors is not required to be ratified at every AGM.
The Statutory Auditors have confirmed that they are not disqualified to continue as
Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
The Auditors Report to the shareholders for the year under review does not contain any
qualification.
Details in respect of frauds reported by auditors under sub-section (12) of Section 143
other than those which are reported to the central government:
During the year under consideration, there were no such instances.
ii SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the rules made
thereunder, the Board had re-appointed Yash Mehta & Associates, Practicing Company
Secretaries, to undertake the Secretarial Audit of the Company and its material
subsidiary, Gokul Agri International Limited for the financial year 2022-23. The
Secretarial Audit Reports of both the Companies are annexed herewith as ANNEXURE-I and
ANNEXURE-II to this Report. There are no qualifications, reservations or adverse
remarks or disclaimers in the said Secretarial Audit Reports.
iii COST AUDITOR
The Company does not fall under the purview and requirement to get the cost audit done
for FY 2023-24 pursuant to the provisions of Section 148 of the Companies Act, 2013 and
the Companies (Cost Records and Audit) Rules, 2014, hence the Company has not appointed
Cost Auditors for FY 2023-24.
19. CORPORATE SOCIAL RESPONSIBILITY(CSR)
Corporate Social Responsibility Committee comprises Mr. Balvantsinh Rajput as the
Chairman, Mr. Parth Shah and Prof. (Dr.) Dipooba Devada as the members.
The CSR policy is available on the website of your Company at
http://www.gokulgroup.com/admin/pages/pdf/CSR%20policy%20GRSL.pdf. The Annual Report on
CSR activities is annexed to this report as ANNEXURE-III.
Further, the Chief Financial Officer of your Company has certified that CSR spends of
your Company for the FY 2022-23 have been utilized for the purpose and in the manner
approved by the Board of Directors of the Company.
20. MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part
of this Annual Report.
21. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015 a separate section on
Corporate Governance forms part of this report and Certificate from a Companys Auditor
regarding compliance of conditions of Corporate Governance is as ANNEXURE-IV.
22. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules is
attached as ANNEXURE-V which forms part of this report.
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 of
Managerial Personnel) Rules, 2014 is attached as ANNEXURE-VI which forms part of
this report.
23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO
The rules regarding conservation of Energy and Technology Absorption are not applicable
to the Company as company does not have any production unit at present. However, the
information pertaining to Foreign Exchange Earnings and Outgo are as follows:
|
|
(Rs in Lakhs) |
| Particulars |
Year ended 2022-23 |
Year ended 2021-22 |
| 1) Total foreign exchange used |
0.00 |
NIL |
| 2) Total foreign exchange earned |
5.70 |
NIL |
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of the loans, guarantees and investments, as required under Section 186 of the
Act are provided as part of the notes to the financial statements of the Company.
25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions with related parties are placed before the Audit Committee for its
approval. An omnibus approval from Audit Committee is obtained for the related party
transactions which are repetitive in nature.
All related party transactions, entered into during the financial year under review,
were on an arms length basis and were in the ordinary course of business. Your Company
has not entered into any transactions with related parties which could be considered
material in terms of Section 188 of the Act. Accordingly, the disclosure of related party
transactions, as required under Section 134(3)(h) of the Act, in Form AOC – 2, is not
applicable. You may refer to Related Party transactions, as per the Ind AS, in Note No. 34
of the Standalone Financial Statements.
The Policy on related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Companys website at the link:-
http://www.gokulgroup.com/admin/pages/pdf/Amended%20Related%20Party%20Policy.pdf
26. ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2023,
prepared in accordance with Section 92(3) of the Act, is made available on the website of
the Company and can be assessed using the link: http://gokulgroup.com/investor.php
27. INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a process driven framework for Internal
Financial Controls (IFC) within the meaning of the explanation to section 134(5)(e) of the
Act. For the year ended on March 31, 2023, the Board is of the opinion that the Company
has sound IFC commensurate with the size, scale and complexity of its business operations.
The IFC operates effectively and no material weakness exists. The Company has a process in
place to continuously monitor the same and identify gaps, if any, and implement new and /
or improved internal controls whenever the effect of such gaps would have a material
effect on the Companys operations, managing the Risks of fraud, corruption.
28. MAINTENANCE OF COST RECORD UNDER SUB SECTION (1) OF SECTION 148 COMPANIES ACT, 2013
The Company does not fall under the purview and requirement of maintenance of cost
records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013.
29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
During the year under review, the Company has complied with all the applicable
provisions of Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings (SS-1) and Annual General Meetings (SS-2).
30. RECLASSIFICATION OF SHAREHOLDERS CATEGORY FROM PROMOTER TO PUBLIC:
During the year under review, following members of promoter & promoter group
reclassified as public shareholders after getting necessary approval from BSE Limited and
National Stock Exchange of India Limited (Stock Exchanges) on 24th March, 2023:
| Sr. No. Name |
| 1 Kanubhai Jivatram Thakkar |
| 2 Manjulaben Kanubhai Thakker |
| 3 Jayeshkumar K Thakkar |
| 4 M/s. Jashodaben Commodities LLP |
31. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:-
1) Details relating to deposits covered under Chapter V of the Act.
2) Issue of equity shares with differential rights as to dividend, voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
4) Neither the Managing Director nor the Whole-time Directors of the Company receive
any commission from the Company and not disqualified from receiving any remuneration or
commission from any of subsidiaries of the Company.
5) No significant and material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Companys future operations.
6) Application made or proceeding pending under the Insolvency and Bankruptcy Code,
2016.
7) One time settlement of loan obtained from the banks or financial institutions.
32. APPRECIATIONS
Your Directors wish to place on record their appreciation for the continuous support
received from the Members, customers, suppliers, bankers, various statutory bodies of the
Government of India and the Companys employees at all levels.
|
For, Gokul Refoils and Solvent Limited |
|
Sd/- |
|
Balvantsinh Rajput |
| Date: 08.08.2023 |
Chairman and Director |
| Place: Ahmedabad |
(DIN: 00315565) |
+91-9892691696
