Gallantt Metal Ltd Directors Report.
TO THE MEMBERS
Your Directors have pleasure in presenting the 14th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2018.
Gallantt Metal Limited ("Your Company" or "The Company") is a leading Iron and Steel manufacturing Company in Gujarat. The Company has its Registered Office at Kolkata and Factory at Samakhyali, Kutch, Gujarat.
(Rs. in Lacs)
|Income from operation||84,558.04||69,319.96||84,558.04||69,319.96|
|Other Operating Income||476.23||124.72||476.23||124.72|
|Depreciation (including amortization)||1,496.96||1,685.09||1,496.96||1,685.09|
|Profit Before Tax||6,933.53||2,977.80||6,933.53||2,977.80|
|Tax Expenses (including Deferred Tax)||2,000.24||313.63||2,000.24||313.63|
|Profit After Tax||4,933.29||2,664.17||4,933.29||2,664.17|
FINANCIAL ACCOUNTING AND ADOPTION OF IND AS
The Ministry of Corporate Affairs (MCA) has noticed phase- wise road map for the adoption of Indian Accounting Standard ("Ind AS"), converged with International Financial Reporting Standards (IFRS), vide its notification dated 16 February, 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015 as amended by Indian Accounting Standards ("Ind AS") Rules 2016 and 2017 for application of the Ind AS. Accordingly, your Company has adopted Ind AS with effect from the FY 2017-18 (along with comparative for the FY 2016-17), which is covered under Phase-II, based on net worth criteria. Your Company maintains highest Standards of Corporate Governance and recognizes that Financial Statements are important source of information for the Shareholders and other Stakeholders.
The Financial Statements for the FY 2017-18 are the First Financial Statements with comparatives prepared under Ind AS. Notes to Standalone Financial Statements provide further explanation on the transition to Ind AS.
BUSINESS OPERATION AND PERFORMANCE REVIEW
During the year Revenue from Operations stood at 84,558.04 Lacs. FY17-18 has been a growing and remarkable year with respect to our top line and margins. Revenue from operations grew by 21.98% on year to year basis (standalone). Our margins and performance were very satisfactory due to increase in prices of final products of the Company. The Company recorded a growth of 85.17% in Net Profit on year to year basis (standalone) despite a relatively sluggish
industry growth primarily on account of increase in sales volumes and improved cost efficiencies. Net Profit stood at 4,933.29 Lacs. Earnings per Share (EPS) stood at 6.07 (standalone) and 7.71 (consolidated) for the Financial Year ended March 31, 2018. There is no change in the nature of the business of the Company. Disclosure of financial statement of subsidiaries and associate company has been provided in the prescribed format as a part of this Report. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companys operations in future. Factory had been working efficiently during the year. Safety measures and processes have been installed and improved upon at the plants and work sites.
There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.
Yours Directors are pleased to report a good performance of the Company in terms of both financial and operational performance.
During the year, your Directors recommended a Dividend of Re. 0.25 (Paise Twenty Five only) per Equity Share on 8,13,22,324 Equity Shares of 10 /- each i.e. 2.5% on each Equity Share of the company, total outgo on account of dividend shall be 2,03,30,581 subject to tax.
Securities and Exchange Board of India (Rs. SEBI), vide its notification dated 8 July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Rs. Listing Regulations), introducing new Regulation 43A mandating the top 500 listed entities, based on market Capitalization calculated as on 31 March of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites (www. gallantt.com). On the basis of market capitalisation, your Company does not fall under Top 500 listed entities.
Even though, the Board of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company i.e www.gallantt.com under "Investors Corner" and the same is annexed as Annexure-I.
The paid up Equity Share Capital as at March 31, 2018 stood at 8,132.23 Lacs. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the company hold instruments convertible into equity shares of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed.
b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f. The directors had devised proper system to ensure compliance with the provisions of all applicable
laws and that such system were adequate and operating effectively.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, IND AS is applicable to the Company from the Financial Year commencing from April 01, 2017. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2018. Financial Statement has been prepared as per applicable Ind-AS.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of the business of the Company.
The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2018-19. The ISIN No. of the Company is INE297H01019.
India Ratings and Research Private Limited has affirmed grade A- for credit rating of Term Loan and Grade A2 for working capital facilities.
During the year, the Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013.
AUDITORS & AUDITORS REPORT
M/s. ALPS & Co., Chartered Accountants (ICAI Firm Registration No. 313132E), 310, Todi Chambers, 2, Lalbazar Street, Kolkata - 700001 statutory auditors of the Company was appointed as the Auditors of the Company at the previous Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, Statutory Auditors of the Company hold office until the conclusion of the 5 years.
Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013.
The notes on accounts referred to the Auditors Report are self-explanatory and therefore, do not call for any further explanation.
The Auditors Report is annexed hereto and forms part of the Annual Report. The Auditors report does not contain any qualifications, reservations or adverse remarks.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-II to this Directors report.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any Sweat Equity Shares or Equity Shares with Differential Rights during the financial year.
The Company has submitted the Cost Audit Report and Cost Compliance Report for the year 2016-17 duly certified by a Cost Accountant to the Central Government within the due date. M/s. U. Tiwari & Associates, Cost Accountants were appointed with the approval of the Central Government to carry out the cost audit in respect of the Company for the financial year 2017-18. Based on the recommendation of the Audit Committee, M/s. U. Tiwari & Associates, Cost Accountants, being eligible, have also been appointed by the Board as the Cost Auditors for the financial year 2018-19 also.
All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.
INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT
There were no cases of sexual harassment of woman at work place. Also, there are no instances of child labour/ forced labour/ involuntary labour and discriminatory employment during the year.
Details of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee have been disclosed under Corporate Governance Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS
The same is not applicable as the Audit Committees recommendations were accepted and implemented by the Board.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure III to this report.
A statement comprising the names of top 10 employees in terms of remuneration drawn is given in this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments u/s 186 of the Companies Act, 2013 is annexed herewith as Annexure-IV.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report is part of the Annual Report is annexed herewith as Annexure-V.
A report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of Corporate Governance is part of the Annual Report.
MARKET AND FUTURE PROSPECTS
Please refer to Management Discussion & Analysis Report which forms part of the Annual Report.
DETAILS OF POLICIES
(i) Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Companys Remuneration Policy is available on the Companys website www.gallantt.com and the same is attached herewith as Annexure - VI.
(ii) Corporate Social Responsibility Policy (CSR)
The Board has, on the recommendation of the CSR Committee, approved the CSR Policy. The Companys CSR Policy is available on the Companys website www.gallantt.com and the same is also attached herewith as Annexure - VII.
Annual Report on CSR as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is also attached herewith as Annexure-VIII.
(iii) Risk Management Policy
Business Risk Evaluation and Management is an ongoing process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the company.
(iv) Whistle Blower Policy - Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanism for employees and directors of the Company to approach the Chairman of the Audit Committee to ensure adequate safeguards against victimisation. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization. The Board has elected Mr. Tarun Kumar Rathi, Company Secretary as the Whistle Officer under the vigil mechanism policy.
The details of establishment of the Vigil Mechanism Policy is displayed on the website of the Company www.gallantt.com under the Investors Corner link.
Mr. Anurag Fatehpuria, Practising Company Secretary, having office address at 23/1, Sita Nath Bose Lane, Salkia Howrah 711101 has been appointed as Secretarial Auditors of the Company for the FY ended 31.03.2018. The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure - IX and forms part of this report.
ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company.
The performance of the Board and committees was evaluated after seeking inputs from all the Directors on the basis of the criteria such as Board/ committee constitutions, frequency of meetings, effectiveness of processes etc. The performance of individual Directors (including Independent Directors) was evaluated by the Board and Nomination & Remuneration committee (excluding the Director being evaluated) after seeking inputs from all Directors on the basis of the criteria such as thought contribution, business insights and applied knowledge.
A separate meeting of Independent Directors was also held to review the performance of Managing Director, performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.
Your Company follows a structured orientation and familiarization programme through various reports/ codes/internal policies for all the Directors with a view to update them on the Companys policies and procedures on a regular basis.
Periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved.
The details of familiarisation programme have been posted in the website of the Company www.gallantt . com under the Investors Corner link.
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. Your Company has received confirmations from all concerned regarding their adherence to the said Code.
Pursuant to Regulation 17(5) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. C. P. Agrawal, Chairman & Managing Director confirmed compliance with the Code by all members of the Board and the Senior Management.
The full text of the Code is hosted on the Companys website www.gallantt.com under the Investors Corner link.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015. All Directors, Designated Employees who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. Gallantt Metal Limited - Code for Fair Disclosure are available on the Companys website www.gallantt.com under the Investors Corner link.
NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2017-2018
Eight (8) meetings of the Board of Directors of the Company were conducted during the financial year and
Eight (8) meetings of the Audit Committee of the Board of Directors were conducted during the financial year. The details of board/committee/shareholders meetings are provided under the Corporate Governance Report which forms part of the Annual Report.
The Audit committee of the Company as on the date of this report is constituted of following Directors:
|Mr. Prasant Kankrania||Chairman||Independent|
|Mr. Jyotirindra Nath Dey||Member||Independent|
|Mrs. Richa Bhartiya||Member||Independent|
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act, a statement containing performance & salient features of the financial statements of Companys subsidiaries and associate Companies in Form AOC-1 is attached as Annexure-X.
The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies and associate Company are audited and certified by their respective Statutory Auditors for consolidation.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANYS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
Companies which have become Companys subsidiaries, joint ventures or associate Companies during the year:
|1||GL Steel and Power Limited||Company has acquired entire shareholding of GL Steel and Power Limited and it has become Wholly Owned Subsidiary of the Company.||28.02.2018|
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility Committee and has framed a Corporate Social Responsibility Policy and identified Healthcare, Childrens education, as some of the key areas. The Company will continue to support social projects that are consistent with the policy.
Corporate Social Responsibility Committee of the Company is constituted of:
Mr. Jyotirindra Nath Dey, Chairman,
Mr. Chandra Prakash Agrawal and Mr. Dinesh Raghubirprasad Agarwal KEY MANAGERIAL PERSONNEL
The following are the whole-time key managerial personnel of the Company:
|1||Mr. Chandra Prakash Agrawal||Chairman and Managing Director|
|2||Mr. Dinesh Raghubirprasad Agarwal||Whole-time Director|
|3||Mr. Prashant Jalan||Whole-time Director|
|4||Mr. Sandip Kumar Agarwal||Chief Financial Officer|
|5||Mr. Tarun Kumar Rathi||Company Secretary|
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Ind - AS on Consolidated Financial Statements read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Consolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended March 31, 2018 are provided in the Annual Report.
A statement containing the salient features of the financial statements of each of the subsidiary and Associate Company in the prescribed Form AOC-1 is annexed Annexure-X.
Pursuant to Section 136 of the Act, the financial statements of the subsidiary and Associate Companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary and Associate companies to the shareholders upon their request. The statements are also available on the website of the Company www. gallantt.com.
BUSINESS RESPONSIBILITY REPORT
Your Company does not fall under Top 500 listed entities as per Market Capitalisation. Hence, the Business Responsibility Report for the financial year, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not attached to this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-XI.
Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the Company is exposed to are:
The Companys policy is to actively manage its foreign exchange risk within the framework laid down by the Companys forex policy approved by the Board. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize financial and interest cost risks.
Commodity price risks
The Company is exposed to the risk of price fluctuations of raw materials as well as finished goods. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The Companys reputation for quality, product differentiation and service, coupled with the existence of powerful brand image with a robust marketing network mitigates the impact of price risk on finished goods.
The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external Secretarial Audits.
Human resource risks
Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities. The Company has system and procedure in place which helps to identify, nurture and groom managerial talent within the Gallantt Group to prepare them for future business leadership.
UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY
There is no unpaid or unclaimed Share Application Money and Dividend is pending to be paid to the investors and shareholders till 31.03.2018:
BOARD OF DIRECTORS AND SENIOR EXECUTIVE
The Board of Directors comprises of Eight Directors of which four are Independent. In terms Section 152 of the Companies Act, 2013, Mr. Nitin Mahavir Prasad Kandoi, liable to retire by rotation at the ensuing Annual General Meeting and eligible for re-election.
Mr. Jyotirindra Nath Dey, Mr. Prasant Kankrania, Mrs. Richa Bhartiya and Mr. Sandip Kumar are Independent Directors of the Company. Independent Directors are appointed for five consecutive years and are not liable to retire by rotation in terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. Mrs. Richa Bhartiya has been appointed as Independent Woman Director. Mr. Sandip Kumar Agarwal is Chief Financial Officer and is inter alia looking after the core finance function of the Company. Mr. Tarun Kumar Rathi has been appointed as a Company Secretary and Compliance Officer of the Company effective from March 31, 2018. Mr. Sandip Kumar has been appointed as an Additional Director to be regarded as an Independent Director.
None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
Mr. Sandip Kumar has been appointed as an Additional Director to be regarded as an Independent Director effective from March 31, 2018. Further Mr. Tarun Kumar Rathi has been appointed as a Company Secretary and Compliance Officer of the Company effective from March 31, 2018.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
TRANSFER TO RESERVES
Company has not transferred profit to reserve.
RELATED PARTY TRANSACTIONS
The details of Related Party Transactions during the Financial Year ending 31.03.2018, being arms length transactions have been reported in the financial statements and forms part of this report. The Audit Committee and the Board of Directors of the Company have formulated the Policy on dealing with RPTs and a
Policy on materiality of RPTs which is uploaded on the website of the Company and can be accessed through the website of the Company www.gallantt.com under the Investors Corner link.
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.
All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Audit Committee and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.gallantt.com . None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
OUTLOOK AND EXPANSION
The recent trend in macro indicators clearly point towards improving fundamentals of the domestic economy. The Central Government has also shown its intent in furthering the reform momentum to revive investments and improve governance. The global commodity cycle is expected to be benign with consumption demand from the Chinese economy slowing down. Taking cues from the inflationary trend, the Reserve Bank of India has already eased the monetary cycle and is expected to bring out more interest rate cuts going forward. All this favorable factors coupled with some of the important developmental reforms that are being pursued by the Central Government like the tax reform and push for infrastructure spending will set the stage for further pick-up in economic activity in 2017-18. This should augur well for your Companys business across infrastructure.
Your company plans to take the performance to the next level by modernization, installing high tech and time saving machinery and supportive systems, improving quality of work by employee training.
The expansion plan by further investment in installation of new capacities and technology upgradation and modern machinery for increasing the capacity of the existing Units are being implemented.
In terms of the sales and profitability targets for the coming years, Board of Directors of the Company proposed to modify the plant capacity as under:
Phase I Expansion:
Capacity in MTPA
|Units||Unit||Existing Capacity||Proposed Addition in Capacity||Total Capacity After Addition|
|Steel Melt Shop||MT||257400||171600||429000|
PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING
The Companys HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel. Industrial relations have remained harmonious throughout the year.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AWARD AND RECOGNITIONS
During the year Company has not received any award.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2018 till the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company. However, after approval of the Scheme of Amalgamation as above all the assets and liabilities of the Transferor Companies shall be transferred to the Company.
Significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Companys operations in future.
As such there is no significant and material order by the regulator/court/tribunals impacting the going concern status and the Companys operation in future.
a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
CHANGE IN SHARE CAPITAL
There is no change in Share Capital during the year under Report.
INTERNAL FINANCIAL CONTROLS
Your Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting are operating effectively based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control. Your Company had laid down guidelines, policies, procedures and structure for appropriate internal financial controls across the Company. These control processes enable and ensure the orderly and efficient conduct of companys business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively. The Audit Committee evaluated the internal financial controls based on the following criteria:
1. Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorisation. There are well-laid manuals for such general or specific authorisation.
2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
3. Access to assets is permitted only in accordance with managements general and specific authorisation. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.
4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.
A report on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 issued by M/s. ALPS & Co., Chartered Accountants, Statutory Auditors of the Company is attached with their Independent Auditors report and the same is selfexplanatory.
Effective steps are taken by the Management to enable continuous monitoring of lead control indicators and action taken towards correcting identified gaps. Respective functions have been trained and equipped to enable continuous monitoring of exceptions by themselves to reduce surprises and enable corrective action on timely and regular basis.
Your Company has a robust financial closure selfcertification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.
PARTICULARS OF LOANS/ADVANCES/ INVESTMENTS AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS
The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of Health, Education and rural development, eradicating hunger, promoting health care and education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Companys CSR policy. The Report on CSR activities as required under the Companies (Corporate
Apart from the CSR activities under the Companies Act, 2013, the Company continues to voluntarily support various social initiatives details of which have been given on this Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
ORDER OF SEBI, NSE AND BSE LIMITED
Vide its order bearing no. SEBI/HO/ISD/ OW/P/2017/18183 dated August 07, 2017 the Securities and Exchange Board of India ("SEBI") has classified and included our Company amongst the list of suspected "331 Shell Companies" and shares of the Company were shifted to Graded Surveillance Measures (GSM) VI category with effect from August 08, 2017. As a result of such order the shares of the Company were restrictly traded since August 08, 2017.
Company has filed various documents and papers to the SEBI, National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") as per the required format justifying them that our Company does not fall under the Suspected Shell Companies category.
In the interest of the investors the Company on November 23, 2017 has preferred an Appeal before the Honorable Securities Appellate Tribunal ("SAT") to set aside the order of SEBI as above and to normalize the trading in shares of the Company.
In this regard, the Honorable SAT after hearing the appeal on November 29, 2017 has disposed off the appeal by directing National Stock Exchange (NSE) to pass appropriate order within a period of six weeks from November 29, 2017 and the appeal as above was disposed of by Honorable SAT. During this period of six weeks an Independent Auditor appointed by NSE submitted its report on December 01, 2017 making few observations all of which were satisfactorily addressed by the Company. On December 15, 2017 NSE also granted an opportunity of personal hearing to the Company where the representatives of the Company submitted their representations and successfully answered to some queries raised by the Exchange officials.
Since SEBI vide its letter bearing no. SEBI/HO/ISD/ ISD/OW/P/2017/26891 dated November 02, 2017 has delegated powers to stock exchanges to perform direct fact finding exercise and dispose of the representations received by them directly from the Company, NSE based on such powers conferred to it by SEBI has revoked the actions envisaged in SEBIs letter dated August 07, 2017 and the consequential actions taken by National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) against Gallantt Metal Limited, its promoters and directors.
Company no longer falls under the list of suspected "Shell Companies" and trading in shares normalized w.e.f. January 01, 2018. The Company placed on record its appreciation towards SEBI, NSE and BSE for revoking its earlier order dated August 07, 2017 regarding suspected shell Company.
MANDATORY UPDATE OF PAN AND BANK DETAILS AGAINST YOUR SHARE HOLDING
Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018, shareholders whose ledger folios do not have/have incomplete details with respect to PAN and Bank Account particulars are mandatorily required to furnish these details to the Issuer Company/RTA for registration in the folio. As per the records of the Company, few Shareholders folio needs to be updated with the PAN / Complete Bank Account details so that the investments held by them are in compliance with the aforementioned circular.
Such Shareholders are hence requested to submit the following documents within 21 days of receipt of this communication:
Enclosed Form duly filled in and signed by all the shareholders.
Self-Attested Copy of Pan Card of all the shareholders,
Cancelled Cheque Leaf with Name (if name is not printed on cheque - self-attested copy of first page of pass book) of all the shareholders and
Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)
TRANSFER OF SHARES COMPULSORILY IN DEMAT MODE
As per amended Regulation 40(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 amended vide SEBI Notification No. SEBI/LAD- NRO/GN/2018/24 dated June 8, 2018, effective from December 5, 2018; securities of the listed companies can be transferred (except in case of transmission or transposition) only in the dematerialized form.
In case any of the Shareholders have any queries or need any assistance in this regard, please contact;
The Board appreciates the commitment and dedication of its employees across all the levels who have contributed to the growth and sustained success of the Company. We would like to thank all our customers, vendors, bankers and other business associates for their continued support and encouragement during the year. We also thank the Government of India, Government of Gujarat and all Other Government Agencies for their support during the year and look forward to the same in the future.
On behalf of the Board
C. P. Agrawal
Date: August 11, 2018