Gallard Steel Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2023.

1. FINACIAL RESULT

		Amount in (Rs.)
Particulars	2022-23	2021-22
Revenue from operation and Other Income	20,60,31,157.90	14.10,65,356.18
ProfitZ(Loss) before Depreciation and Tax	1,19.62.482.41	89,56,149.78
Less: Depreciation	70,21,068.02	58,13.190.58
Net Profit/(Loss) before Exceptional Items and Tax	49,41,414.39	31,42,959.20
Less: Exceptional Items	-	-
Extraordinary Items	1,03,71,438.73	-
Net Profit/ (Loss) before Tax (PBT)	1,53,12,853.12	31,42,959.20
Less: Tax	39,06,832.00	7.94,456.00
Net Profit/ (Loss)	1,14,06,021.12	23,48,503.20

2. OPERATIONS

During the year under review, Revenue from operation and other income of the Company which stood at Rs. 20.60.31,157.90 as compared to previous year figure of Rs. 14,10,65,356.18. Profit before tax has stood at Rs 1,53,12.853.12 as compared to previous year Profit before tax Rs. 31,42,959.20 and Net Profit stood at Rs. 1,14,06,021.12 as compared to previous year Net Profit Rs. 23,48,503.20 representing marginal growth in profits.

3. DIVIDEND

During the year under review. Directors deem it proper to plough back the resources of the Company for its activities and therefore, do not propose any dividend for the financial year ended 31^i! March, 2023.

4. AMOUNT TRANSFERRED TO RESERVE

During the year, the Company has not transferred any amount in General Reserve.

5. SHARE CAPITAL

(i) Authorised Share Capital:

The Authorised Share Capital of the Company is Rs. 4,00,00,000/- (Four Crores) divided into 40,00,000 (Forty Lakhs) Equity share of Rs. 10 (Ten) each, earlier it was

Rs. 3,00,00,000/- (Three Crores) divided into 30,00,000 (Thirty Lakhs) Equity share of Rs. 10 (Ten) each.

(ii) Issued, Subscribed and Paid-Up Capital:

The Issued, Subscribed And Paid-Up Share Capital is Rs. 2,25,50,000/- (Two Crores Twenty Five Lacs Fifty Thousand) divided into 22,55,000 (Twenty Twc Lacs Fifty Five Thousand) Equity share of Rs. 10 (Ten) each.

6. DEBENTURES

During the year under review the Company has not issued and allotted debentures.

7. FIXED DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The outstanding amount of unsecured loan as on 31.03.2023 taken from a person who. at the time of the receipt of the amount was directors or a relative of directors of the Company was Rs. 2,27.86,406/-

8. COMPOSITION OF BOARD

As on March 31, 2023. the total strength of the Board consists of 3 (Three) Directors and all are Promoter - Executive Director.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year, there was no change in the constitution of Board of Directors of the Company. In view of the status of the Company it is not required to appoint any Key Managerial Personnel in terms of the provisions of Section 203 of the Companies Act, 2013.

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act. 2013. Board appraised the same and fourd that none of the director is disqualified for holding office as director.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, the Board of Directors duly met 7 (Seven) times viz a viz 02^nd May, 2022, 14^,h June, 2022, 28^,h June, 2022, 09^th Septembe, 2022, 5^th December, 2022, 24^,h February, 2023, 02^nd March, 2023.

11. PARTICULARS OF REMUNERATION

The Company has not paid remuneration to any of the Director(s) of the Company during the year under the normal course of business.

12. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, if any.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section* 188(1) of the Act. So Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are not required.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have not been a material changes and commitments, affecting the financial position of the Company which has occurred between the financial year ended March 31,2023 and the date of the Directors Report:

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy:

The particulars as required under the provisions of section 134(3) (m). of the Companies Act, 2013, in respect of Conservation of energy, Technology absorption during the review is given as below:

a) The steps taken or impact on Conservation of energy:

• Company follows the practice of switching off lights and computers when not in use.

• Company has taken green initiative by reducing printing of documents-Print only if it is essential.

• Company takes preventive measures to stop water & air leakage in manufacturing of finished goods.

b) Steps taken by the Company for utilizing alternate source of energy:

Company continues making efforts to reduce the consumption of energy and maximum possible saving of energy by way of alternate source of energy, whenever and to the extent possible.

c) The Capital investment on energy Conservation equipment:

Whenever Company find some good equipments for energy conservation then company will definitely make investment for the same.

(B) Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its products. Company try to installing best and well developed equipments so can achieve the maximum results along with best quality of products.

(C) Foreign exchange earnings and Outgo:

During the year under review, the foreign exchange outgo and earning was NIL (Previous year was also NIL).

16. CHANGE IN THE NATURE OF BUSINESS

The nature of the business of the Company continues to remain the same as previous year.

17. ORDERS PASSED BY THE AUTHORITIES

During the period under review, no order was passed by any regulatory authority or court or tribunal impacting the going concern status and Companys operations in future.

18. INTERNAL FINANCIAL & RISK MANAGEMENT CONTROLS

The Company has an Internal Control & Risk Management System commensurate with the size, scale and complexity of its operations.

19. SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANIES

The Company neither has a subsidiary nor any associate or Joint Venture Company or Limited Liability Partnerships.

20. STATUTORY AUDITORS &THEIR REPORT

Due to pre- occupation in other assignments M/s. Sojatiya & Associates, Chartered Accountant having (Firm Registration No.: 020417C), Statutory Auditors of the Company has shown unwillingness and would like to resign from the office of Statutory Auditor from the conclusion of the Annual General Meeting (AGM) of the Company held on 30^th September, 2023 and on the same time their original tenure of 5 years also completed. Audit for the financial year 2022-23 were done by M/s. Sojatiya & Associates only and their resignation will be effective.

Further, the board of directors have received consent cum eligibility certificate from M/s. Vikas Lalwani & Associates, Chartered Accountants, having (Firm Registration No.: 018485C) confirming their eligibility pursuant to the provision of Section 141 of the Companies Act, 2013 and rules made there under for their appointment, if any nade, shall be in accordance with the applicable provisions of the act and rules made there under, as a Statutory Auditor of the Company.

Further the board of directors of the Company recommend the appointment of M/s. Vikas Lalwani & Associates, Chartered Accountants, having (Firm Registration No.: 018485C) as the Statutory Auditor of the Company at the ensuing Annual General Meeting for a term of 5 years. According a resolution proposing the said appointment forms a part of notice calling ensuing Annual General Meeting of the Company.

Therefore. M/s. Vikas Lalwani & Associates, Chartered Accountant having (Firm Registration No.: 018485C), is proposed to be appointed as the Statutory Auditor of the company at the ensuing AGM, to hold office for the period of five consecutive year i.e. from financial 2023-24 to 2027-28 from the conclusion of ensuing Annual General Meeting (AGM) of the Company to be held on 30^,h November, 2023 till the conclusion of the Annual General Meeting to be held in 2028 without ratification.

M/s. Sojatiya and Associates. Statutory Auditors, have not made any qualifications, reservations or adverse remarks or disclaimers in their report for the financial year 2022- 23.

The notes referred to by the Auditors in their report are self explanatory and hence do not require any explanation.

Further there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub section (12) of Section 143 of the Companies Act, 2013.

21. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 at March 31, 2023 and of the Profit & loss of the Company for the year ended on that date:

(c) The Directors had 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 for financial year ended March 31, 2023 on a going concern basis; and

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. DETAILS OF COMMITTEE MEETING

There is no committee constituted by the Company during the year under review.

23. COST RECORD AND/OR COST AUDIT

Your company does not falls within the provisions of Section 148 of Companys Act. 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

24. SECRETARIAL AUDIT REPORT

The requirements of the provisions of Section 204 of the Companies Act, 203 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. are not applicable.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company was not required to appoint Independent Directors under Section 149 (4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained.

26. CORPORATE GOVERNANCE

The Company believes in the philosophy of conducting business through fair and ethical means and has set in the best of Corporate Governance Practices in its day-to-day operations aimed at building trust with all stakeholders. The Companys Governance structure is in line with the applicable Laws and Regulations.

27. COMPANYS POLICY ON DIRECTORS* APPOINTMENT AND REMUNERATION. NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company was not required to constitute a Nomination and Remuneration Committee as it does not fall within purview of Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

28. AUDIT COMMITTEE

The provisions of section 177 (1) of Companies Act, 2013 is not applicable to the Company; hence there is no requirement for constituting an Audit Committee.

29. ANNUAL EVALUATION OF PERFORMANCE OF BOARD

The Company was not required to carry formal annual evaluation by the Board of its own performance and that of its committees and individual directors pursuant to Section 134 (3)

(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. Although, the directors of the Company are vigilant towards their duties and responsibilities as director of the Company

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

31. DETAILS IN RESPECT OF FRAUD

During the Financial Year 2022-23, the Auditors have not reported any fraud as prescribed under Section 143(12) of the Act.

32. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment policy in line with the requirements of the Sexual harassment of women at the work place (Prevention, Prohibition, and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year under review, no case of sexual harassment was reported.

In brief there was no complaint received from any employee during the financial year 2023-23 and hence no complaint is outstanding as on 31.03.2023 for redressal.

34. PARTICULARS OF THE EMPLOYEE

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.

2016

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year. - NIL

36. ONE-TIME SETTLEMENT

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. - NIL

37. ACKNOWLEDGEMENT

Your Company & Directors wish to extend sincere thanks to the Banks along with all the shareholders, employees of the Company and all other business associates for extending their sincere support and services and their confidence in the management.