Dear Members,
The Board of your Company is delighted in presenting its 35th Report. The
Report is being presented along with the Audited Financial Statements for the Financial
Year ended March 31, 2023.
Financial Highlights
|
(Figures in Thousand) |
|
For the year ended |
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Total Revenue from Operations |
6,584.20 |
12,401.25 |
| Total Expenses |
8,697.12 |
6,244.76 |
| Profit/(Loss) Before Tax |
(2,112.92) |
6,156.49 |
| Provisions for Taxes |
(519.05) |
1,609.39 |
| Profit/(Loss) After Tax |
(1,593.88) |
4,547.10 |
| Opening Surplus in Statement of P&L |
12,597.10 |
9,084.71 |
| Closing Surplus in Statement of P&L |
11,056.55 |
12,597.10 |
| Earnings Per Share (Re.) |
(-0.30) |
0.86 |
NBFC Registration
Your Company is a Non-Banking Financial Company registered with RBI vide Certificate of
Registration No. B-14-00143 dated 12.09.2001. The Company is regular in making compliances
of various rules and regulations made by RBI for NBFCs.
Companys Performance
During the Financial Year (FY) the Total Revenue from Operations of your Company
decreased by 46.91%, to Rs. 6,584.20 thousand from Rs. 12,401.25 thousand in FY 2021-22.
Resultantly the Company incurred Loss before Tax of Rs. 2,112.92 thousand as against
Profit before Tax of Rs. 6,156.49 thousand in FY 2021-22. Further the Company has incurred
Loss after Tax of Rs. 1,593.88 thousand in the FY under review as against previous years
Profit after Tax of Rs 4,547.10 thousand. Your Directors are putting in their best efforts
for exploring more business opportunities so as to increase the growth and profitability
of the Company in the years to come.
A detailed discussion on the business performance and future outlook has been given in
Management Discussion and Analysis (MDA).
Consolidated Financial Statement
In accordance with the Act and Indian Accounting Standard (IND AS) - 27 on Consolidated
Financial Statements read with IND AS - 28 on Accounting for Investments in Associates,
the audited Consolidated Financial Statements are not applicable to your Company hence no
information is being provided.
Change in nature of Business
During the year under review, there was no change in the nature of Business.
Performance of Subsidiary, Associate and Joint Venture Companies
Your Company do not have any Subsidiaries, Joint Venture and Associates Companies.
Accordingly, no information is provided in respect of changes therein.
Material Subsidiaries
The Board of your Company in its meeting approved the policy for determining Material
Subsidiaries. At present the Company does not have any subsidiary including Material
Subsidiary.
Change in Directors and Key Managerial Personnel:
Retire by Rotation and Re-appointment
Pursuant to Section 152(6)(c) of Companies Act, 2013, during the financial year, Mr.
Anil Kumar Goel (DIN: 01050857), Director of the Company, being liable to retire by
rotation, at the 35th Annual General Meeting of the Company and being eligible,
has offered himself for reappointment.
Declaration of Independence u/s 149(6)
The Board has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013 and in the opinion of the Board
they fulfill the conditions specified in the Act and the Rules made thereunder and are
Independent of the management.
A Statement regarding opinion of the board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during the
year
No fresh appointment of any independent director has been made during the year under
review.
Board Meetings
During FY 2022-2023, the Board met 20 (Twenty) times. Further for details, please Refer
Report on Corporate Governance of the Financial Year 2022-23.
Annual Evaluation - Board and its Committees
The Nomination and Remuneration ("NR") Committee has laid down proper
criteria and procedure to evaluate and scrutinize performance of the Chairman, each
Director (including Executive, Non-Executive and Independent Directors), of the Board as a
whole and its Committee.
As per laid down procedure, the Independent Directors held a separate meeting to review
the performance of the Chairman of the Company after considering the views of Executive
and Non-Executive Directors. The Independent Directors also reviewed performance of every
Executive and Non-Executive Director of the Board. The performance evaluation of each
Independent Director was done by the entire Board (except the Independent Directors being
evaluated).
The performance of each committee has been evaluated by its members and found to be
highly satisfactory. On the basis of this exercise, the NR Committee and the Board, after
recognizing
the important contribution being made by each Independent Director has decided that all
Independent Directors should continue to be on the Board.
Remuneration Policy
Your Company has set up a Nomination and Remuneration (NR) Committee pursuant to
Section 178 of the Act which has formulated a Policy for Directors Appointment and
remuneration for Directors, KMP and other employees. They have also developed the criteria
for determining qualifications, positive attributes and Independence of a Director
including making Payments to Non-Executive Directors, if any.
Pursuant to the provisions of Section 197(12) of the Act read with Rules made thereof,
Remuneration details of the Employees, KMPs and Directors along with the details of the
Ratio of the Remuneration of each Director to the Median Employees Remuneration Forms
Part of the Report and are attached as Annexure - I.
Directors Responsibility Statement
Your Directors make the following statement in terms of Section 134(3)(c) & (5) of
the Act, which is to the best of their knowledge and belief and according to the
information and explanations obtained by them:
a. that in the preparation of the Annual Accounts for the Financial Year ended March
31, 2023, the applicable Accounting Standards have been followed along with proper
explanation relating to Material Departures;
b. that Appropriate Accounting Policies have been Selected and applied consistently and
Judgments and Estimates that are reasonable and Prudent have been made so as to give a
true and fair view of the State of Affairs as at March 31, 2023 and of the Profit of your
Company for the Financial Year ended March 31, 2023;
c. that proper and sufficient care has been taken for the Maintenance of adequate
accounting Records in accordance with the Provisions of the Act, for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
d. that the Annual Accounts for the Financial Year ended March 31, 2023 have been
prepared on a going concern basis;
e. that the Directors have laid down Internal Financial Controls which were followed by
the Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f. that the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Corporate Governance
At G.K. Consultants Limited, it is our firm belief that the essence of Corporate
Governance lies in the phrase Your Company. It is Your Company because it belongs to
you - the shareholders. The Chairman and Directors are Your fiduciaries and trustees.
Their objective is to take the business forward in such a way that it maximizes Your
long-term value.
The Company believes that the Code of Corporate Governance is an excellent tool to
secure the Corporate Excellence in the country. Hence the company is in full Compliance
with the Norms and disclosures that have to be made on Corporate Governance as per the
Requirements of Schedule V(C) of Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulation, 2015 (LODR).
The Board has also evolved and adopted a Code of Conduct based on the principles of
Good Corporate Governance and best management practices being followed. The Code is
available on the website of your Company www.gkconsultantsltd.com. A Report on Corporate
Governance along with Certificate on its compliance is annexed hereto as Annexure -
II.
Management Discussion and Analysis Report
A detailed chapter on Management Discussion and Analysis (MDA), pursuant to
Regulation 34 and Schedule V (E) of Securities Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulation, 2015, is annexed hereto as Annexure -
III and forms part of this Annual Report.
Transfer to General Reserve
During the year under review, the Company has not transferred any amount to General
Reserves.
Contingent Provision on Standard Assets
Your company has created a general provision of Rs. 292.54 thousand at 0.40% of the
outstanding standard assets as per notification no. RBI/2014-15/299 dated November 10,
2014 issued by RBI for all NBFCs.
Dividend
To conserve funds for undertaking future activities, your Board has decided to not to
recommend any Dividend for the Financial Year under review.
Transfer to Investor Education and Protection Fund (IEPF)
During the year under review, as there was no amount due to transfer in IEPF,
accordingly no amount has been transferred to IEPF.
Deposits
During the year under review, the Company did not accept any deposit from public
accordingly no information is required to be appended to this Report in terms of
Non-Banking Financial Companies (Reserve Bank) Directions, 1977.
Material Changes and Commitments
No material changes and commitments affecting the financial position of your Company
have occurred between April 1, 2023 and the date of signing of this Report.
Loans, Guarantees and Investments
Details of Loans and Investments covered under the provisions of Section 186 of the Act
are given in the notes to the Financial Statements. However, during the FY 2022-23 your
Company has not provided any guarantee pursuant to provisions of Section 186 of the Act.
Related Party Transactions
During the financial year, all the related party transactions entered by the Company
were normal business transactions in the ordinary course of business and on arms length
basis and there were no transactions requiring approval of the Shareholders. However,
prior approval of the Audit Committee was sought for entering into the Related Party
Transactions as required under Companies Act, 2013 read with rules made thereunder and
Regulation 23 (2) of SEBI Listing Regulations, 2015. Further, the details of Related Party
Transactions entered into by the Company pursuant to each of the omnibus approvals given
are also placed before the Audit Committee for its review on a quarterly basis.
During FY 2022-23, there were material related party transactions in terms of
Regulation 23 of the SEBI Listing Regulations, 2015. Form AOC-2 pursuant to Section 134
(2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules,
2014 is annexed hereto as Annexure - IV and forms part of this Annual Report
The Company has adopted a policy on materiality of related party transactions and
dealing with Related Party Transactions and the same is disclosed on the website of the
Company, viz., www.gkconsultantsltd.com. under the heading "Investor".
Vigil Mechanism/ Whistle Blower Policy
Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy to
deal with instance of fraud and mismanagement, if any. The Policy enables the Employees,
Directors and other stakeholders to raise their concern. There was no incident when the
access to the Audit Committee was denied to any employees with respect to Vigil Mechanism.
The Vigil Mechanism/ Whistle Blower Policy has been displayed at the website of the
Company, www.gkconsultantsltd.com. under the heading "Investor".
Audit Committee
The Audit Committee of your Company comprises of the following Directors:
| 1. Mr. Piyush Prakash - |
Chairman |
| 2. Ms. Preety Tosh - |
Member |
| 3. Ms. Divya Malini Gupta - |
Member |
The details of Audit Committee and its terms of reference etc. have been given in the
Corporate Governance Report annexed to this Report.
Details of recommendations of Audit Committee which were not accepted by the Board
along with reasons
The Audit Committee generally makes certain recommendations to the Board of Directors
of the Company during their meetings held to consider any financial results (Unaudited and
Audited) and such other matters placed before the Audit Committee as per the provisions of
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 from time to time. During the year the Board of Directors has considered
all the recommendations made by the Audit Committee and has accepted and carried on the
recommendations suggested by the Committee to its satisfaction. Hence there are no
recommendations which were unaccepted by the Board of Directors of the Company during the
year under review.
Statutory Auditors
M/s. Vinod Kumar Gupta & Associates, Chartered Accountants (Firm Registration
No.002377C), was appointed as the Statutory Auditor of the Company, for term of 5 (Five)
consecutive years, at the Annual General Meeting held on December 30, 2020. They have
confirmed that they are not disqualified from continuing as Auditor of the Company.
Secretarial Auditor
Pursuant to the Provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company has appointed M/s. Jatin Aggarwal & Associates, (M.No. A61662) (CP No 23318) a
sole Proprietor of Company Secretaries in Practice to undertake the Secretarial Audit of
the Company for the financial year ended March 31, 2023.
Internal Auditor
The Board of Directors of your Company at their meeting was appointed M/s Prashant
Khandelwal & Associates, Chartered Accountants, as internal auditors of the Company
pursuant to the provision of Section 138 of the Companies Act for the financial year
20222023.
Cost Accountant
Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies
(Audit and Auditor) Rules, 2014, the requirement of Cost Audit is not applicable on the
Company.
Auditors Report and Secretarial Auditors Report
The observations of Auditors in their Report, read with the relevant notes to accounts
are selfexplanatory and therefore do not require further explanation pursuant to Section
134(3)(f)(i).
The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed
herewith as Annexure-IV. The Secretarial Audit Report for FY 2022-23 also does not
bear any adverse comments or observations that require any explanation pursuant to Section
134(3)(f)(ii).
Internal Control Systems
Your Company has a proper and adequate system of internal controls. This ensures that
all assets are safeguarded and protected against loss from unauthorized use or disposition
and those transactions are authorized, recorded and reported correctly.
An extensive programme of internal audits and management reviews supplements the
process of internal control. Properly documented policies, guidelines and procedures are
laid down for this purpose. The Internal Control System has been designed to ensure that
the financial and other records are reliable for preparing financial and other statements
and for maintaining accountability of assets.
To strengthen the internal control system in providing finance to parties, your Company
has got itself registered with CIBIL.
Your Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to "Meeting of the Board of Directors" and "General Meeting",
respectively, have been duly followed by the Company.
Insider Trading Code
In compliance with the SEBI regulation on prevention of insider trading, your Company
had instituted a Comprehensive Code of Conduct for Regulating, Monitoring and Reporting of
Trading by Insiders. The said Code has laid down guidelines, which advised them on
procedures to be followed and disclosures to be made, while dealing with shares of the
Company and cautioned them on consequences of non-compliances.
Further your Company has put in place a Code of Practices and Procedures of Fair
Disclosures of Unpublished Price Sensitive Information. Both the aforesaid Codes are in
lines with the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.
Business Responsibility Report
Your Company is not required to prepare any Business Responsibility Report (BRR), hence
the same is not provided along with this Report.
Listing
The equity shares of the Company are listed on the Stock Exchange viz., Bombay Stock
Exchange of India Ltd (BSE). The Company has paid the applicable listing fees to the Stock
Exchange within the stipulated time for the financial year 2022-23.
Personnel
Your Directors place on record their appreciation for the significant contribution made
by all employees, who through their competence, dedication, hard work, co-operation and
support have enabled the Company to perform on a continual basis.
Extract of Annual Return
The details forming part of Annual Return pursuant to Sections 92 of the Companies Act,
2013 will be made available at the website of the company at www.gkconsultantsltd.com.
under the heading "Investor".
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
A. Conservation of Energy:
i. The steps taken or impact on conservation of energy;
We continue to strengthen our energy conservation efforts. We are always in lookout for
energy efficient measures for operation, and value conservation of energy through usage of
latest technologies for quality of services.
ii. Steps taken by the company for utilizing alternate sources of energy;
Although the equipments used by the Company are not energy sensitive by their very
nature, still the Company is making best possible efforts for conservation of energy,
which assures that the computers and all other equipments purchased by the Company
strictly adhere to environmental standards, and they make optimum utilization of energy.
iii. The capital investment on energy conservation equipment
There was no capital investment made on energy conservation equipment during the FY
2022-23.
B. Research & Development & Technology Absorption:
a) Research & Development
The Company believes that in order to improve the quality and standards of services,
the Company should have a progressive Research and Development Process, which should keep
on increasing along with the scale of operations of the Company.
b) Absorption of Technology:
In this era of competition, in order to maintain and increase the clients and
customers, we need to provide best quality services to our clients and customers at
minimum cost, which is not possible without innovation, and adapting to the latest
technology available in the market for providing the services.
i. The efforts made towards technology absorption: Nil
ii. The benefits derived like product improvement, cost reduction, product development
or import substitution: Nil
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year:
(a) the details of technology imported: Nil
(b) the year of import: Nil
(c) whether the technology been fully absorbed: Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Nil; and
C Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings -Nil Foreign Exchange Outgo -Nil
Statutory Disclosures
During the year under review, there were no transactions or events with respect to the
following, hence no disclosure or reporting is required:
• Significant or material orders passed by the Regulators or Courts or Tribunals,
impacting the going concern status and Companys operations in future.
• Receipt of any remuneration or commission from any of its subsidiary companies
by the Managing Director or the Whole-time Directors of the Company.
• Buy back of securities/issue of sweat equity shares/issue of equity shares with
differential rights.
• Matters reported by the Auditors under Section 143(12) of the Companies Act,
2013 either to the Audit Committee, Board of Directors or the Central Government.
• Revision of the previous years financial statements
• Application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016
• One-time settlement with any bank or financial institution
Prevention, Prohibition and Redressal of sexual harassment at workplace:
The Company has zero tolerance for sexual harassment at workplace and has formulated a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the workplace prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
The Company has also constituted an Internal Complaints Committee, to inquire into
complaints of sexual harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the financial
year 2022-23.
Cash Flow Statement
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation
34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Cash flow statement for the financial year ended 31st March, 2023 forms part of this
Annual Report.
Green Initiative
Electronic copy of the Annual Report for FY 2022-23 and the Notice of the ensuing AGM
is being sent to all shareholders whose email addresses are available in demat account and
registered with Companys Registrar and Share Transfer Agent. As per the Circulars issued
by Ministry of Corporate Affairs shareholders holding shares in demat form are requested
to update their email addresses with their Depository Participant(s) and for shareholders
holding shares in physical form, should get their email registered with Beetal Financial
& Computer Services Private Limited, Companys Registrar and Share Transfer Agent.
Acknowledgement
It is our strong belief that caring for our business constituents has ensured our
success in the past and will do so in future. Your Directors acknowledge with sincere
gratitude the cooperation and assistance extended by the Government authorities, Banks and
Vendors.
The Board also takes this opportunity to express its deep gratitude for the continued
cooperation and support received from its valued shareholders. Your Board is also thankful
to the auditors of the company for their advice and guidance.
|
For and on behalf of the Board |
|
Divya Malini Gupta |
Piyush Prakash |
|
Managing Director |
Chairman |
|
DIN:00006225 |
DIN:02014796 |
| New Delhi |
|
|
| May 30, 2023 |
|
|
+91-9892691696
