To the Members,
Gangotri Cement Limited,
Raipur (C. G.) 492001,
Your Directors have pleasure in presenting the 26th Annual Report on the
business and operation of the Company together with audited statement of accounts for the
year ended on 31st Mar17.
1. FINANCIAL RESULTS:
| Particulars |
31st March, 2017 |
31st March, 2016 |
| Operating Income |
0.00 |
1,20,33,235.00 |
| Other Income |
14,19,934.00 |
1,34,540.00 |
| Total Receipts: |
14,19,934.00 |
1,21,67,775.00 |
| Total Expenses |
86,96,528.00 |
1,32,09,479.00 |
| Profit Before Tax and Exceptional Items: |
(72,76,593.00) |
(10,41,704.00) |
| Prior Period Expenses Items |
7,49,503.00 |
- |
| Profit Before Tax |
(80,26,097.00) |
(10,41,704.00) |
| Tax Expenses |
|
|
| Current Tax |
|
|
| Deferred Tax |
- |
1,76,726.00 |
| Profit for the period : |
(80,26,097.00) |
(12,18,430.00) |
| Earnings Per Share (in Rs.) |
(2.44) |
(0.37) |
2. PERFORMANCE REVIEW & PROSPECTS FOR CURRENT YEAR.
During the year under review, the plant remained under shut down due to economic
recession and your company could not generate any revenue as compared to Rs. 1.20 crores
during the previous financial year. During the year, activity has been generated thought
at a slow pace. Your directors are exploring marketing avenues and creating new cliental
base and hope to commence operations during the next few months. If the plant goes in to
operation, the Company will restore back a good market position and show comparatively
better results.
3. TRANSFER TO RESERVES
The loss is proposed to be transferred to Profit & Loss Account.
4. DIVIDEND
On account of losses. your directors are not in a position to recommend any dividend
for the period under report.
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments affecting the financial position of the Company
have occurred during the current year.
7. 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 such orders passed by the regulators or courts or tribunals impacting the
going concern status and companys operations in future.
8. INDUSTRIAL RELATIONS:
Industrial relations in the company during the year were peaceful, cordial and healthy.
Company had been able to maintain peaceful industrial atmosphere and mutual trust between
the management and the employees. The management & employer relations continue to be
cordial.
9. LISTING
The Company continues to be listed on Bombay Stock Exchange (BSE). The company is duly
complying with Listing Agreement and SEBI (LODR) Regulations, 2015 from time to time.
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has adequate Internal Control System, commensurate with its size, scale and
operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company.
During the year no reportable material weakness in the design or operation was
observed.
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company. The
Company is also not a subsidiary of any other company.
12. DEPOSITS:
The Company did not accept any deposit within the meaning of Section 73 of the
Companies Act, 2013 and the Rules made there under. As such there are no small depositors
in the company.
13. STATUTORY AUDITORS
The Companies Act, 2013 (the Act) was notified effective April 1, 2014, Section 139 of
the Act lays down the criteria for appointment and mandatory rotation of statutory
auditors. Pursuant to Section 139 of the Act and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of two terms of five consecutive
years. The Rules also lay down the transitional period that can be served by the existing
auditors depending on the number of consecutive years for which an audit firm has been
functioning as auditor in the same company. The present auditors, M/s Sunil Johri &
Associates have served the Company for over 10 years before the Act was notified and will
be completing the maximum number of transitional period (three years) at the ensuing AGM.
The audit committee of the Company had proposed on 4th September, 2017 in their meeting
and subsequently the Board has recommended the appointment of M/s. Agrawal Shukla &
Co, Chartered Accountants (Firm registration number: 326151E) as the statutory auditors of
the Company in their meeting held on 29th September, 2017. They will hold office for a
period of five consecutive years from the conclusion of the 26th Annual General
Meeting of the Company till the conclusion of the 31st Annual General Meeting
to be held in 2021-22. The first year of audit will be of the financial statements for the
year ending on 31st March, 2018, which will include the audit of the quarterly financial
statements for the year.
M/s. Agrawal Shukla & Co, Chartered Accountants has given their consent and
eligibility certificate to act as Statutory Auditors of the Company, if their appointment
is approved by the members of the company.
Your Directors recommend their appointment on a remuneration to be decided by the Board
of Director and the Auditor mutually.
14. AUDITORS OBSERVATION:
Remarks made by the auditors in their report on the accounts stand explained in the
notes to accounts which are self explanatory.
15. CORPORATE GOVERNANCE REPORT:
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI.
The Company has implemented several best corporate governance practices as prevalent
globally. The report on Corporate Governance (Annexure-1) as stipulated under the Listing
Agreement forms an integral part of the Report.
The requisite certificate from the auditors of the Company confirming compliance with
the conditions of corporate governance is attached to the report on Corporate Governance
(Annexure-2).
16. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT,
2013
Extract of Annual return of the Company is annexed herewith as an Annexure-7 to this
report.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions made with related parties are duly approved by Audit committee in
their meetings and in normal course of business. Form AOC-2 as required under the
Companies (Accounts) Rules, 2014 is attached as Annexure-3.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
Managements Discussion and Analysis Report for the year under review as stipulated
under Schedule V of SEBI (LODR) Regulations, 2015 is presented in Annexure-4.
19. Directors
a) Changes in Directors and Key Managerial Personnel
Mr. Dipesh Mahendra Sheth retires by rotation at the ensuing Annual General Meeting and
being eligible has offered himself for re-appointment. Your Directors recommend his
appointment at the ensuing Annual General Meeting.
Your Directors recommend his appointment as Director.
Mr. Ghanshyam Soni, Company Secretary and Compliance Officer of the Company has
resigned from the company with effect from 11th January, 2017.
b) Declaration by Directors under Section 164
Directors declare that no directors are disqualified from being appointed as Director
of the Company under Section 164 of the Companies Act, 2013.
c) Declaration by Independent Director(s) and re- appointment
The Company has received declarations from all Independent Directors that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the
Listing Agreement.
d) Declaration by Directors under Section 184
Directors declare that no directors are disqualified from being appointed as Director
of the Company under Section 184 of the Companies Act, 2013.
20. SHARE CAPITAL
a. There is no change in share capital of the Company.
b. The Company has not issued any equity shares with differential rights during the
year.
c. The Company has not issued any sweat equity shares during the year
d. The Company has not issued employee stock options during the year.
e. The Company has not made any provision for purchase of its own shares during the
year.
21. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:
The Company is a manufacturing Company and In accordance with the requirements of
section Conservation of Energy, Technology Absorption under Section 134 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 are attracted, please refer
Annexure-5
R&D efforts were not made towards technology absorption and no foreign exchange
outgo and inflow included during the year.
There is no foreign exchange expenses and foreign income during the financial year.
22. CORPORATE SOCIAL RESPONSIBILITY
The Company is not covered under Section 135(2) of the Companies Act, 2013. Hence, no
policy or disclosures are required to be made under the said section or applicable rules.
23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met six (6) times during the year under review. Proper notices
of the meeting were given to all the Directors and intimation were duly made to Stick
Exchange regarding the conducting of the Board Meeting and its outcome.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in Note to the Financial Statements.
25. DISCLOSURE OF DIRECTORS REMUNERATION
As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, no remuneration has been paid to any of the
Directors of the Company.
26. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to
conduct a Secretarial Audit and obtain a report from a Practising Company Secretary. In
view of this, the Board of Directors has appointed Satish Batra & Associates, a
Practicing Company Secretary firm for conducting secretarial audit of the Company for the
financial year 2016-2017. His report is annexed herewith as Annexure-6.
27. RISK MANAGEMENT POLICY
Risk Management is a very important part of business. Your directors keep a close watch
on the risk prone areas and take actions from time to time. The policy of the company is
to comply with statutory requirements and try to overcome the risk of penalties and
prosecutions.
The Company does not have any insurable assets. However, the policy of the Company is
to keep insured all insurable assets to keep them adequately insured against risks and
uncertainties like fire, riot, earthquake, terrorism, loss of profit, etc.
28. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 134(5) of the Companies Act, 2013, with respect
to Directors Responsibility Statement, it is hereby confirmed:-
i. In the preparation of the annual accounts for the year ended 31st March,
2017, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
ii. The directors have ensured that all applicable accounting policies are applied them
consistently and directors have 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, 2017 and of the profit and loss of the company for that period;
iii. The directors had taken and continue to take 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;
iv. The directors had prepared and continue to prepare the annual accounts on a going
concern basis;
v. The directors had laid and continue to lay down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
vi. The directors had devised and continue to devise proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
29. PERSONNEL:
There was no employee receiving remuneration attracting provisions of section 134(3)
(q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014.
30. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Directors further state that during the year under review, there were no reported
instances pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
31. ACKNOWLEDGEMENT
Your directors wish to place on record their sincere appreciation for contributions
made by employees of the company and cooperation extended by the bankers and all persons
who have directly and indirectly contributed to the success of the company.
Your directors also acknowledge the trust and confidence you have reposed in the
company.
|
BY AND ON BEHALF OF THE BOARD. |
|
|
(PARAG SHAH) |
(DIPESH SHETH) |
| DATED: 30TH MAY, 17 |
MANAGING DIRECTOR |
DIRECTOR |
| PLACE: RAIPUR (C.G.) |
DIN 02619924 |
DIN 01563498 |
+91-9892691696
