gb global ltd share price Directors report

TO THE MEMBERS OF GB GLOBAL LIMITED

Your directors take pleasure in presenting the 39^th Annual Report on the business and operations of your Company, along with the summary of the Audited Financial Statements for the Financial Year (FY) ended 31^st March, 2023.

The Honble National Company Law Tribunal (NCLT) vide order dated 19^th May, 2021 approved the Resolution Plan (Approved Resolution Plan) submitted for the Company by Dev Land & Housing Private Limited (DLH/ Successful Resolution Applicant), pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 (Code).

DLH on 06^th June, 2022 (being the discharge date for the full and final payment of Financial Creditors (FC) Discharge Amount pursuant to the Approved Resolution Plan) paid the FC Discharge Amount. Therefore, the paid-up share capital of the Company stands at Rs. 50,03,31,430/- (Indian Rupees Fifty Crore Three Lakhs Thirty-One Thousand Four Hundred and Thirty) as per the implementation of the Approved Resolution Plan.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rupees in Lakhs)

Particulars	Standalone	Standalone	Consolidated
	For the Year ended 31.03.2023	For the Year ended 31.03.2022	For the Year ended 31.03.2023
Revenue from Operations	12,794.16	7,454.40	12,794.16
Other Income	8,971.90	2,278.03	8,971.90
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	5,536.80	(1368.82)	5,529.04
Less: Depreciation/ Amortisation/ pairment	2,871.23	3,674.71	2,871.23
Profit / loss before Finance Costs, Exceptional items and Tax Expense	2,665.57	(5,043.53)	2,657.81
Less: Finance Cost	50.41	170.77	50.79
Less: Exceptional Item (Amounts written back and Impairment on Property, Plant & Equipment)	-	(1,15,571.23)	-
Profit/ (Loss) Before Taxation	2,615.16	1,10,356.94	2,607.29
Less: Provision for Taxation Current Tax	-	-	-
Deferred Tax	(38.39)	(719.22)	(38.39)
Net Profit/(Loss) for the Year (1)	2,653.55	1,11,076.16	2,645.68
Total Comprehensive Income/(Expense) (2)	67.30	(256.59)	67.30
Total Comprehensive Income for the year (1+2) EPS	2,720.85	1,10,819.57	2,712.98
Basic (after exceptional item)	5.30	266.28	5.29
Diluted (after exceptional item)	5.30	266.28	5.29

Note:

Previous years figures have been reclassified/regrouped wherever necessary, to correspond with those of the current year.

2. COMPANY PERFORMANCE AND THE STATE OF THE COMPANYS AFFAIRS:

The Highlights of the Companys Performance for the FY ended 31^st March, 2023 are as under:

Standalone:

- The total revenue from operations increased from Rs.7,454.40 lakhs to Rs.12,794.16 lakhs.

- The total profit before tax is Rs.2,615.16 lakhs against last years profit of Rs.1,10,356.94 lakhs.

- The total profit after tax is Rs.2,653.55 lakhs against last years profit of Rs.1,11,076.16 lakhs.

Consolidated.

- The total revenue from operations is Rs.12,794.16 lakhs.

- The total profit before tax is Rs.2,607.29 lakhs.

- The total profit after tax is Rs.2,645.68 lakhs.

Segment Reporting

Your Company operates in three primary business segments, namely "Textile", "Garment" and "Infrastructure Projects" which constitutes a reportable segment in the context of Ind AS 108 on "Operating Segments".

Therefore, the total Segmental profit before tax & interest is Rs.2,665.57 lakhs against last years loss of ?3,645.86 lakhs under textile segment reporting. There has been no income during the period under review as against last years loss of Rs.1,544.12 lakhs under garment segment. The total loss before tax & interest is Rs.7.55 under infrastructure projects segment. There is profit before tax in current financial year of Rs. 2,607.23/- lakhs.

Also, the performance of the Company for the FY ended 31^st March, 2023 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

3. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves during the FY ended 31^st March, 2023.

4. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacted the going concern status and Companys operations in the future.

6. MATERIAL CHANGES/DEVELOPMENTS DURING THE YEAR:

During the period under review, the following key changes have taken place:

i Appeal filed with the Honble NCLAT -

The Indian Bank (the member of the CoC) filed an appeal before the Honble NCLAT against the order of the Honble NCLT, Mumbai. The Honble NCLAT vide order dated 20^th September, 2021 passed an interim order of status quo on the implementation of the Approved Resolution Plan. Thereafter, the Honble NCLAT vide final order dated 06^th May, 2022 dismissed the said appeal filed by the Indian Bank and the interim order of status quo on the implementation of the Approved Resolution Plan stands cancelled. Further, Indian Bank filed a case in Supreme Court in the said matter dated 08^th June, 2022 and the said matter is still pending in the Supreme Court.

- Payments to CIRP Costs, Operational Creditors and Financial Creditors -

Pursuant to the Approved Resolution Plan and applicable provisions of the Code and Regulations, the full and final payment was made towards repayment of CIRP cost, operational creditors and financial creditors. Further, as stated above, the payment was made to the FC as on the discharge date viz. 06^th June, 2022.

- Satisfaction of Charges -

Pursuant to the Approved Resolution Plan, the discharge date for the full and final payment of FC Discharge Amount as committed by DLH was 06^th June, 2022 and on the same date, DLH paid the FC Discharge Amount. In connection with the same, the Charges are satisfied by the Company from whom the Company have received No Dues Certificate.

The Company is yet to receive No Dues Certificate from Indian Bank & Allahabad Bank, Allahabad Bank and IDBI Trusteeship Services Limited (Debenture Trustee). Further, the Compliances with respect to Non-Convertible Debentures ("NCD") is still pending.

I Resignation of Mr. Deepak Kumar, Nominee Director of the Company -

Mr. Deepak Kumar, Nominee Director of the Company have tendered his resignation letter dated 10^th August, 2022 pursuant to all payments made under the Approved Resolution Plan on 06^th June, 2022, i.e., Discharge Date.

- Reduction of existing paid-up share capital -

Pursuant to the Approved Resolution Plan, the recommencement of the existing paid-up equity share capital of the Company from 33,14,295 to 33,143 equity shares of Rs.10 each has been done by the Company as an effect of the implementation of the Approved Resolution Plan.

- Listing Application -

The Company is in process of seeking trading approval from Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) for listing of 33,143 equity shares of Rs.10 each.

- Preferential Allotment of shares -

Further, in terms of the Approved Resolution Plan, the Company is in the process of further allotment of 5,00,00,000 equity shares on preferential basis to the DLH on 05^th June, 2021.

7. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of the business of the Company.

8. CHANGE IN THE NAME OF THE COMPANY:

During the year under review, there was no change in the name of the Company.

9. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the FY to which the financial statements relate i.e., 31^st March, 2023 and the date of this Report expect as stated in the said Report.

10. SHARE CAPITAL:

a. Authorized Share Capital: The Authorized Share Capital of the Company as on the date of this report is Rs.1,10,00,00,000/- (Indian Rupees One Hundred and Ten Crores Only) divided into Rs.11,00,00,000 equity shares of Rs.10/- (Indian Rupees Ten each).

b. Paid Up Equity Capital: The paid-up Equity Share Capital as on the date of this report is Rs.50,03,31,430/- (Indian Rupees Fifty Crores Three Lakhs Thirty-One Thousand Four Hundred and Thirty Only) divided into 5,00,33,143 equity shares of Rs.10/- (Indian Rupees Ten each).

11. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended from time to time, the shares pertaining to which dividend remains unclaimed/unpaid for a period of 7 (seven) years from the date of transfer to the Unpaid Dividend Account is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The Board complied with the applicable provisions of the Act and Rules related to IEPF.

Any person whose unclaimed dividend and shares pertaining thereto has been transferred to the IEPF can claim their due amount from the IEPF Authority by making an electronic application in e-Form IEPF-5. Upon submitting a duly completed form, shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the Nodal Officer, at the Registered Office of the Company. The form can be downloaded from the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

12. MANAGEMENT

a. Monitoring Committee:

As per the Approved Resolution Plan, the Monitoring Committee was constituted on 28^th May, 2021 for running the operations of the Company and for monitoring the implementation of the Approved Resolution Plan.

The Monitoring Committee comprised of the following personnels:

Sr. No. Name of Member	Designation
1 Mr. Prashant Agarwal	Textile Expert
2 Mr. Bhupendra Singh	Representative of State Bank of India
3 Mr. Sanjay Kumar Tiwari	Representative of Bank of Baroda
4 Mr. Raghunath Chavan	Representative of DLH
5 Mrs. Henna Garodia	Representative of DLH

b. Directors and Key Managerial Personnel

The Composition of the Board of Directors during the FY 22-23 is as follows:

Sr. No. Director Details	Designation	DIN
1 Mr. Dev Thakkar	Chairman - Non-Executive Non-Independent Director	07698270
2 Mr. Vijay Thakkar	Managing Director	00189355
3 Mr. Harsh Somaiya	Executive Director & Chief Executive Officer	06360600
4 Mr. Deepak Kumar (Resigned with effect om 10h August, 2022)	Nominee Director (Non- xecutive Director) Representing Lending Bankers	07656062
5 Mr. Paresh Jain	Non-Executive - Independent Director	05159799
6 Mr. Shailesh Vora (Resigned with effect om 14h August, 2023)	Non-Executive - Independent Director	01381931
7 Mrs. Tanam Thakkar	Non-Executive NonIndependent Woman Director	00284512

Further, there are below-mentioned changes in the composition of the Board:

• Mr. Dinesh Tarfe (DIN: 10104238) was appointed as an Additional Director with effect from 18^th April, 2023.

• Mr. Aayush Prashant Agrawal (DIN: 09101979) and Mr. Akshat Prashant Agrawal (DIN: 09107481) were appointed as Additional Directors with effect from 14^th August, 2023. ^•

• Mr. Shailesh Vora (DIN: 01381931) has resigned from the post of Non-Executive Independent Director of the Company with effect from 14^th August, 2023.

The Composition of Key Managerial Personnel ("KMP") during the FY 22-23 is as follows:

Sr. No. KMP Details	Designation	PAN
1 Mr. Harsh Somaiya	Chief Executive Officer	ECWPS5001P
2 Mrs. Komal Jhawar* (Resigned with effect from 30h June, 2023)	Company Secretary & Compliance Officer	ATAPJ5249H
3 Mr. Kishan Jaiswal (Appointed with effect rom 14h November, 2022)	Chief Financial Officer	AHTPJ5324L

*During the period under review, Mrs. Komal Jhawar was appointed as the Company Secretary & Compliance Officer of the Company from 09^th August, 2022. Further, she resigned from the post of Company Secretary & Compliance Officer with effect from the closing hours of 30^th June, 2023.

13. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Paresh Jain and Mr. Shailesh Vora were re-appointed as the Independent Directors on the Board in the previous Annual General Meeting held on 28^th September, 2022. The Company has received declarations from them confirming that they meet the criteria of independence as prescribed both under the provisions of Section 149(6) of the Act and in terms of Regulation 25 of the Listing Regulations. Also, a statement from them that have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Pursuant to the provisions of Regulation 16 of the Listing Regulations, the Independent Directors also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

Further, the Board of Directors in their meeting held on 14^th August, 2023 have appointed Mr. Aayush Prashant Agrawal (DIN: 09101979) and Mr. Akshat Prashant Agrawal (DIN: 09107481) as an Additional Directors in the category of Non-Executive - Independent Directors of the Company till the conclusion of the ensuing Annual General Meeting of the Company

14. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2022-23, the Boards of Directors of the Company duly met seven (7) times. The following Meetings of the Board of Directors were held during the period under review:

Sr. No. Date of Meeting	Board Strength	No. of Directors Present
1 30th May, 2022	7	5
2 09th August, 2022	6	6
3 02nd September, 2022	6	6
4 19th September, 2022	6	5
5 14th November, 2022	6	6
6 13th January, 2023	6	4
7 14th February, 2023	6	5

15.COMMITTEES OF THE BOARD:

The following are the Committees of the Board:

1. Audit Committee -

Sr. No. Name of the Member	Designation
1 Mr. Paresh Jain	Chairman
2 Mr. Shailesh Vora*	Member
3 Mr. Dev Thakkar	Member

The Audit Committee meetings were held on 30^th May, 2022; 09^th August, 2022; 02^nd September, 2022; 19^th September, 2022; 14^th November, 2022; 13^th January, 2023 and 14^th February, 2023.

*The Board of Directors in their meeting held on 14^th August, 2023, reconstituted the Audit Committee due to resignation of Mr. Shailesh Vora. Further, Mr. Aayush Agrawal was appointed as a member in the Audit Committee.

2. Nomination & Remuneration Committee -

Sr. No. Name of the Member	Designation
1 Mr. Paresh Jain	Chairman
2 Mr. Shailesh Vora*	Member
3 Mr. Dev Thakkar	Member

The Nomination & Remuneration Committee meetings were held on 09^th August, 2022; 02^nd September, 2022; 19^th September, 2022 and 14^th November, 2022.

*The Board of Directors in their meeting held on 14^th August, 2023, reconstituted the Nomination & Remuneration Committee due to resignation of Mr. Shailesh Vora. Further, Mr. Aayush Agrawal was appointed as a member in the Nomination & Remuneration Committee.

3. Stakeholders and Relationship Committee-

Sr. No. Name of the Member	Designation
1 Mr. Dev Thakkar	Chairman
2 Mr. Vijay Thakkar	Member
3 Mr. Paresh Jain	Member

The stakeholders relationship committee meetings were held on 30^th May, 2022 and 02^nd September, 2022.

4. Risk Management Committee -

Sr. No. Name of the Member	Designation
1 Mr. Dev Thakkar	Chairman
2 Mr. Vijay Thakkar	Member
3 Mr. Paresh Jain	Member

The risk management committee meetings were held on 19^th September, 2022 and 14^th February, 2023.

16. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company has in place the Nomination and Remuneration Policy for Directors, KMPs and Senior Management Personnel to align with the requirements of the Act and the Listing Regulations.

The said policy laid down the parameters on appointment and evaluation of Board of Directors, KMPs and Senior Management Personnel setting out the guiding principles for the Nomination and Remuneration Committee for identifying the individuals who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company and other matters provided under sub-section (3) of section 178 of the Act.

The said Policy is available on the website of the Company at www.gbglobal.in. The web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

17. ANNUAL EVALUATION OF THE BOARD:

The Nomination and Remuneration Committee have defined the evaluation criteria for the Board, its Committees and Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy,

benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The Companys Independent Directors met on Monday, 14^th November, 2022 without the presence of Executive Directors or Members of the Management. All the Independent Directors attended the Meeting. The Board of Directors has expressed their satisfaction with the evaluation process.

The details of the Policy on evaluation of Boards performance is available on the Companys website.

18. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR:

The Company has in place a familiarization program for the Independent Directors to familiarize them with their role, rights and Responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. in compliance with the requirements of the Listing Regulations

The said Policy is available on the website of the Company at www.gbglobal.in. The web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

19. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 (1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top 10 (ten) employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report as Annexure - I.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure - I.

We hereby report that the Company has not paid or provided managerial remuneration during the year. The details of sitting fees paid during the financial year 2022-23 to Board of Directors of the Company is provided in Annual Return, i.e., Form MGT-7 which is uploaded on website of Company, i.e., at https://gbglobal.in/ and in Report on Corporate Governance.

20. DIRECTORS RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards OInd ASO under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy thereto in use.

In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Act, with respect to Directors Responsibility Statement, your management state that:

i. In the preparation of the annual accounts for the FY ended 31^st March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. Accounting policies have been selected and applied consistently and judgments and estimates made 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 FY and of the profit of the Company for the year under review;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual financial statements have been prepared on a going concern basis;

v. Internal financial controls to be followed by the Company have been laid down and ensured that such internal financial controls are adequate and operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. INTERNAL FINANCIAL CONTROLS:

The Company has in place policies and procedures to ensure orderly and efficient conduct of its business including adherence to Company policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. Your Company, with respect to all material aspects, has adequate internal financial controls over financial reporting and such internal financial controls were operating effectively during the period under review.

The internal financial controls are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the management.

22. FRAUDS REPORTED BY THE AUDITOR:

The Auditors of your Company have not reported any frauds as mentioned under Section 143 (12) of the Act, during the period under review.

23. DISCLOSURES RELATING TO SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES:

The Company has no Joint Venture and Associate Company as on 31^st March, 2023. However, pursuant to the Approved Resolution Plan, DLH became the Holding Company by holding 99.94% shares in the Company. During the year, DLH had transferred the shares of Flowline Private Limited into the Company. Thus, Flowline Developers Private Limited becomes the Subsidiary of your Company. In pursuance to Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rule, 2014, the report on the performance and financial position of the Subsidiary Company in Form AOC-1 is attached herewith as Annexure - II and forms part of this Report.

Except as stated in this Report, there are no Companies/Body Corporate which have become/ceased to be subsidiary/ Joint Venture / Associate during the year under review.

The policy for determining Material Subsidiaries as approved by the Board of Directors prior to the commencement of the CIRP is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

24. PUBLIC DEPOSIT:

Your Company has not accepted any public deposits under Chapter V of the Act for the FY under review.

25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees given and investments made during the FY, as required under Section 186 of the Act and Listing Regulations are provided in Notes to the financial statements of the Company for the FY ended 31^st March, 2023 and the said notes are self-explanatory in nature.

26. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the FY with related parties were in its ordinary course of business and on an arms length basis. The Company has reported the material related transactions in Form No. AOC-2 made during the year, as required in the provisions of Section 134(3) (h), Section 188 and other applicable provisions, if any, of the Act read with the Rules made thereunder. The disclosures of related party transaction in Form AOC-2 which is enclosed as Annexure - III of this Report

The policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

27. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

The Company does not fall under any of the applicability criteria of CSR as mentioned under the provisions of Section 135 of the Act. Thus, the Company was not required to spend any amount for the CSR purpose during the year under review.

The Annual Report on CSR activities for the FY 2022-23 as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is not applicable to the Company. Hence, the Annual Report on CSR activities for the FY 2022-23 is annexed as Annexure - IV and forms an integral part of this report.

The policy on Corporate Social Responsibility as approved by the Board of Directors prior to the commencement of the CIRP is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

28. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2023 is annexed as Annexure - V and forms an integral part of this report.

29. ENVIRONMENT:

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 and preservation of natural resources.

30. RISK MANAGEMENT:

The Company has in place a Risk Management framework to identify, measure and mitigate business risks and threats. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Companys competitive advantage.

This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company in place a Vigil Mechanism/ Whistle Blower Policy ("the policy"). The said policy is established effectively for the Directors and employees of the Company, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics.

The said policy as approved by the Board of Directors is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct- policies.php.

32. AUDITORS:

a. Statutory Auditors:

In accordance with Section 139, 142 of the Act, the Members of the Company in its 37^th AGM, held on 28^th September, 2022 have appointed M/s. Bhuta Shah & Co. LLP, Chartered Accountants (FRN: 101474W/ W100100) as the Statutory Auditors of the Company to hold office till the conclusion of the 42^nd AGM of the Company. M/s. Bhuta Shah & Co. LLP, Chartered Accountants has furnished the Financial Results and Independent Auditors Report for the FY ended 31^st March, 2023.

b. Secretarial Auditors:

The Board in their meeting held on 30^th May, 2023 appointed M/s Himesh Pandya & Associates, Practicing Company Secretary (Membership No. A40991) as Secretarial Auditor of the Company for conducting Secretarial Audit for the FY 2022-23 pursuant to the provisions of Section 204 of the Act, Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to Listing Regulations.

The Secretarial Audit Report in MR - 3 is annexed as Annexure- VI and forms an integral part of this Report.

c. Cost Auditors:

As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has maintained cost accounts and records.

The Company is in the process of appointing the Cost Auditor.

d. Internal Auditors:

Upon the recommendation of the Audit Committee, the Board in their meeting held on 30^th May, 2022 appointed J A S N & Co. LLP, Practicing Chartered Accountant Firm (Firm Registration Number W100635) as Internal Auditor of the Company for conducting Internal Audit for the FY 2022-23 pursuant to the provisions of Section 138 of the Act.

33. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

A. Statutory Auditors Qualification

i. Auditors Qualification:

(a) The title deeds of immovable properties, which are included under the head fixed assets, are held in the name of the Company except factory building situated at sewri, Mumbai having net carrying value INR 742.31 lakhs in the financial statement.

Description of property	Gross Carrying value	Held in name of	Whether promoter, director or their relative	Period held	Reason for not being held in the name of company
Factory unit - Sewri	1475.46 lakhs	Champaklal and sons	None		There is dispute over ownership of property

Management explanation:

Further, the Auditors Report and notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

ii. Auditors Qualification:

A. The Company has granted a loan without specifying any terms or period of repayment to a subsidiary during the year details in regards of which are given below:

(Rs. In INR lakhs)

Particulars	Amount
Aggregate amount of loan
- Repayable on demand (A)	-
- Agreement does not specify any terms or period of repayment (B)	15,255
Total (A+B)	15,255
Percentage of loans to the total loans	100%

Management explanation:

Further, the Auditors Report and notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

B. Secretarial Auditors Qualification

i. Auditors Qualification:

The Company was unable to file the Structured Digital Database (SDD) Certificate pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) for the quarter ended 30^th September, 2022 within twenty-one days from the end of quarter.

Management explanation:

Pursuant to the NSE Circular NSE/CML/2022/51 dated 28^th October, 2022, the Company was required to submit quarterly compliance certificate certified by a Compliance Officer or Practicing Company Secretary for the quarter ended September, 2022 latest by 18^th November, 2022. The certificate was to be emailed on email id of the Exchange: sdd_pit@nse.co.in. Accordingly, the Company had complied the same by sending a mail on the respected email id on 18th November, 2022. Thus, the Company has not defaulted in the filing of the SDD Certificate on the NSE Portal.

In case of BSE, the Company was not aware on how to file the same. Subsequently, an email was delivered by BSE on 19th January, 2023 for Non-submission of SDD Compliance Certificate. BSE granted the period for filing of SDD Certificate latest by 20^th January, 2023. In regards to the same, the Company had uploaded the same on the BSE on 19^th January, 2023.

34. SECRETARIAL STANDARDS:

During the FY 2022-23, the Company has complied with the applicable provisions of Secretarial Standards i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively issued by The Institute of Company Secretaries of India.

35. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

The Honble NCLT approved the resolution plan submitted by DLH vide its hearing dated 19^th May, 2021. The said approval was received by DLH on 26^th May 2021. The Company is in the process of implementing the Resolution Plan during the period under review. The Company is no longer under CIRP.

36. ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, the Annual Return of the Company in prescribed Form MGT-7 as on 31^st March, 2023 is available on the website of the Company at www.gbglobal.in and can be accessed at https://www.gbglobal.in.

37. DEPOSITORY SYSTEMS:

The members of the Company are informed that the Companys shares are compulsorily tradable in electronic form. As on 31^st March, 2023, the Company does not have any shares in physical form. 21,195 Equity Shares stand with the National Securities Depository Limited (NSDL) Account and 11,948 Equity Shares stand with the Central Depository services (India) Limited (CDSL). Your Company had appointed Link Intime India Private Limited as its Registrar and Share Transfer Agent.

38. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Corporate Governance Report and Management Discussion & Analysis, is presented in a separate section, forming part of the Annual Report together with the Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the Listing Regulations.

39.CHANGE IN THE CORPORATE OFFICE OF THE COMPANY:

There is no change in the address of the corporate office of the Company.

40. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Board of Directors and the designated employees have confirmed compliance with the Code.

Therefore, the said code of conduct as approved by the Board of Directors is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct-policies.php.

41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The company has adopted a Policy on prevention of Sexual Harassment at the Workplace in line with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and rules made thereunder. The said policy allows every employee to freely report any such act and prompt action will be taken thereon and laid down severe punishment for any such act.

The said policy as approved by the Board of Directors is available on the website of the Company at www.gbglobal.in and the web link of the same is https://www.gbglobal.in/codes-of-conduct- policies.php.

Further, the Board of your Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC") under the POSH Act to redress complaints received regarding sexual harassment.

Pursuant to section 21 of the POSH Act and the relevant rules made thereunder, the Company has made physical submission of the Annual Report of the ICC for the year ended 31^st December, 2022.

42. OTHER DISCLOSURES:

1. During the period under review, no postal ballot was conducted by the Company.

2. During the period under review, no charge was created.

3. The Company had received Show Cause Notice dated 19^th May, 2022 ("SCN") issued by the SEBI with respect to non-submission of No Default Statement ("NDS")/ information to Credit Rating Agencies ("CRA"). In view of the same, Ms. Charu Desai, Erstwhile Resolution Professional of the Company has replied to the aforesaid SCN.

4. The Company had received notice dated 06^th May, 2022 from Ministry of Corporate Affairs ("MCA") (Cost Audit Branch) for Non-Filing of Cost Audit Report for financial year 201819 under Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014. In response of the same, the Company submitted its reply vide letter dated 12^th May, 2022 stating the relevance of the facts and circumstances.

5. The Company had received notice dated 21^st June, 2022 from MCA for Non-Compliance of provisions of Section 148 of the Companies Act, 2013 relating to Cost Auditor for the financial year 2017-2018. In furtherance thereto, a show cause notice dated 14^th November, 2022 was served upon the Company. In response of the same the Company had submitted a reply letter dated 01^st December, 2022 stating the relevance of the facts and circumstances.

6. The Company had received notice dated 18^th October, 2022 from MCA (Cost Audit Branch) for Non-Filing of Cost Audit Report for financial year 2019-20 under Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014. In response of the same, the Company submitted its reply vide letter dated 27^th October, 2022 stating the relevance of the facts and circumstances.

7. The Company had received a Summon from Directorate of Enforcement ("ED") under section 37(1) and (3) of Foreign Exchange Management Act, 1999 ("FEMA") read with Section 131(1) of the Income Act, 1961 and Section 30 of Code of Civil Procedure, 1908 issued by the Directorate of Enforcement / Ministry of Finance/ Government of India, Mumbai dated 03^rd May, 2023. In view of the same, on 12^th May, 2023, the Company made a physical submission of the documents mentioned in the summon to the Assistant Director of ED.

8. The Company had received a Show Cause Notice from the Deputy Director General of Foreign Trade dated 29^th May, 2023 under section 14 for taking action under section 11 of the Foreign Trade (Development & Regulation) Act, 1992 as amended and the Foreign Trade (Regulation) Rules 1993. In response to the same, the Company had submitted a reply dated 03^rd July, 2023.

9. The Company had received a Show Cause Notice from the Deputy Director General of Foreign Trade dated 01^st June, 2023 under section 14 for taking action under section 11 of the Foreign Trade (Development & Regulation) Act, 1992 as amended and the Foreign Trade (Regulation) Rules 1993.

10. The Company had received a Show Cause Notice from the Deputy Director General of Foreign Trade dated 05^th June, 2023 under section 14 for taking action under section 11 of the Foreign Trade (Development & Regulation) Act, 1992 as amended and the Foreign Trade (Regulation) Rules 1993. In response to the same, the Company had submitted a reply dated 13^th June, 2023.

11. The Company had received notice dated 15^st June, 2022 from MCA for Non-Compliance of provisions of Section 148 of the Companies Act, 2013 relating to Cost Auditor for the financial year 2018-2019. In furtherance thereto, a show cause notice dated 09^th December, 2022 was served upon the Company. In response of the same the Company had submitted a reply letter dated 10^th January, 2023 reiterating the relevance of the facts and circumstances thereto.

12. The Company had received a similar notice from MCA (Cost Audit Branch) dated 15^th June, 2023 and 21^st June, 2023.

43. CAUTIONARY STATEMENT:

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forwardlooking statements" within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and other ancillary factors.

44. ACKNOWLEDGEMENT:

The Company wishes to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. The Reconstituted Board acknowledges and thanks all the employees, customers, suppliers, investors, lenders, regulatory and government authorities, stock exchanges and other stakeholders and also the Monitoring Committee for their cooperation and support and look forward to their continued support in future.

Sd/-	Sd/-
Vijay Thakkar	Dev Thakkar
Managing Director	Chairman
DIN: 00189355	DIN:07698270
DATE: 05th September, 2023
PLACE: Mumbai