Ghushine Fintrrade Ocean Ltd Directors Report.

To

The Members of

GHUSHINE FINTRRADE OCEAN LIMITED

The directors of your company have pleasure in presenting the Annual Report along with the Audited Statement of accounts for the year ended on 31st March, 2019

Financial Highlights:

The financial results of your Companys working are as under:

(Rs.in lacs) (Rs.in lacs)
31/03/2019 31/03/2018
Total Revenue 695.26 841.89
Profit before Tax and exceptional items 0.45 1.87
Add: Exceptional item 0.00 0.00
Profit before Tax 0.45 1.87
Less: Provision for taxation 0.12 0.00
Less: Deferred tax 0.00 0.00
Less : Earlier year income tax 0.00 0.00
Profit after Income Tax 0.33 1.87
Add: Surplus from Previous years 0.00 0.00
Profit available for appropriation 0.33 1.87

2 Reserve & Surplus :

Out of the total profit of Rs.33,195/- for the financial year, NI amount is proposed to be transferred to the General Reserve.

3 Brief Description Of The Companys Working During The Year/State Of Companys Affair :

The net profit before exceptional items and taxes is Rs. 0.33 lacs (Previous Year Rs.1.87 lacs).After provision for taxation & deferred tax, the net profit after taxes resulted into the profit for the year at Rs 0.33 lacs (Previous Year Rs.1.87 lacs).

The company is initiating series of innovation and improvement of product quality, to sustain the competition and to further the prospects of the company.

4 Change In The Nature Of Business :

There is no Change in the nature of the business of the Company done during the year.

5 Dividend

Company has not declared any dividend during the year .

6 Meetings

Seven meetings of the Board of Directors were held during the financial year.

7 Directors And Key Managerial Personnel :

Mr. Alok Jain (DIN: 00006643) was Re-appointed as Managing Director of the Company for a period of five years w.e.f. October 12th,2018 to October 11th,2023 on a monthly remuneration not exceeding 12,00,000/- (Rupees Twelve Lac Only).

MS. Shikha Jain has resigned with effect from 21.05.2019 from the position of Chief Financial Officer due to her personal reasons.

Mrs. Bhavini Lankapati Jagdish (DIN: 07315285) , Mr. Pratik R Jariwala (DIN: 07762431) appointed on 20/04/2017 and Mr. Ketan Ishvarlal Parekh (DIN: 07316491) was appointed as Independent Director of the Company for a period of Five years .

The Company has received declaration from the independent directors confirming that they meet the criteria of independence as laid down u/s 149 of the Companies Act, 2013, Listing agreement and SEBI (Listing & Disclosure Requirements) Regulations, 2015.

As on date Alok Jain ,Managing Director & CEO & Mrs. Kapilaben Jain are key managerial personnel of the Company.

Details of the directors appointment / reappointment are given in the notice of AGM. Further details of director including remuneration, remuneration policy, criteria for qualification & independence, Board and committee meeting and other details are given in corporate governance report which is integrated part of this board report.

8 Companys Policy Relating To Directors Appointment, Payment Of Remuneration And Discharge Of Their Duties :

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director.

The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity and Director Attributes.

9 Corporate Social Responsibility:

Corporate Social responsibility Committee & its policy is not applicable to the company in view of the fact that the Company has not crossed the threshold limit prescribed under section 135 of the Companies Act 2013 for the financial year 2018-19.

10 Risk Management Policy ::

The company has in place a mechanism to indentify, assess monitor and mitigate different risk of business. The major relevant risk include increase in price of input materials market risk, oversight in estimation and others major areas in risk management includes internal audit, process of estimation contract management and timely decision making process. The company has risk management committee to ascertain and minimize the risk.

11 Environment Friendliness ::

The company has a stable Effluent Treatment system and is a "Zero Discharge" company thereby taking a path-breaking step towards being an Environment friendly company, committed towards cleaner environment.

12 Auditors & Auditors Report ::

Statutory Auditor:

M/s. Pawan Siddarth & Co, Chartered Accountants, are Statutory Auditors of the Company. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Secretarial Auditor:

Pursuant to the provisions of section 201 of Companies Act, 2013, Mr. Anmol Jha, practicing company secretaries, was appointed to undertake the secretarial audit for the year ended on 31/03/2019.The secretarial audit report in annexed hereto as annexure -III.

As far as Comments stated by the Secretarial auditor in his report regarding certain non-compliances or delayed filing and suspension of trading from BSE Ltd due to penal reasons ,we would like to inform you that due to resignation of Ms. Akriti Sharma -Company Secretary & compliance officer of the company & it was hard to find competent person in the absence of compliance officer for the aforesaid compliances, there was a delay in filing with the stock exchange.

Further Board will ensure effective steps in future regarding timely filing of both quarterly & half yearly Compliances of SEBI (LODR) Regulations ,2015 .

Also board is taking effective steps to enable trading again on BSE Ltd.

13 Deposits ::

The company has not accepted any deposit from public within the meaning of section 73 to 76 of the Companies Act, 2013 and the rules framed there-under.

14 Directors Responsibility Statement ::

To the best of the knowledge and belief, your directors make following statements in terms of section 134(3)(c) of the Companies Act, 2013.

1.In the preparation of the annual accounts for the year ended on 31st March, 2019, the applicable accounting standards have been followed along with proper explanation wherever required and there is no material departures from the same.

2. The Directors had 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 the end of the financial year and of the profit of the company for the aforesaid period.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis and

5. 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.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15 Management Discussion & Analysis ::

Pursuant to Regulation 34(2)(e) of SEBI (Listing obligations and Disclosure Requirements) (LODR) Regulations, 2015, Management Discussion and Analysis Report is annexed hereto as Annexure -I

16 Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 ::

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the chairman of the committee.

17 Codes of Conduct for Directors and Employees::

The Company has adopted a Code of Conduct for its Non-Executive Directors including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

In terms of the Listing Regulations, all Directors and senior management personnel have affirmed compliance with their respective codes. The CEO & Managing Director has also confirmed and certified the same.

18 Statement Of Declaration By Independent Director: (Section 134) ::

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in section 149(6) as well as under regulation 25 of (LODR) Regulation, 2015. There has been no change in the circumstances which may affect their status as Independent Director during the year.

19 Corporate Governance ::

The several regulations of the SEBI (LODR) Regulations, 2015 are not applicable to the company. As per regulation 15 of SEBI (LODR) regulations,2015, the compliance with the requirements of corporate governance provisions as specified in regulation 27 shall not apply ,in respect of

(a) The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year

(b) The listed entity which has listed its specified securities on the SME Exchange

The company falls within the ambit of aforesaid exemption (b), hence the compliance with the requirements of corporate governance as specified in regulation 27 is not applicable to the company. However Company has made disclosures voluntarily in relation to several of these regulations.

Your Company has been practicing the principles of good corporate governance over the years. The Board of directors support the broad principles of corporate governance. In addition to the basic governance issues, the board lays strong emphasis on transparency, accountability and integrity.

20 Share Capital ::

During the fiscal 2018-19, the Paid-up share capital of the company is Rs.49,44,9000.

There is no change in the paid-up share capital of the company during the financial year 2018-19.

21 Related Party Transaction ::

All related party transactions entered into during the financial year were on Arm Length basis and in the ordinary course of business and there were no material related party transactions made by the company during the financial year under review. There were no material related party transactions made by the company with key managerial person which may have potential conflict with the interest of the company at large, related party transactions are provided in notes to financial statements. Related party transactions are placed before the audit committee and also before the board wherever necessary in compliance with the provisions of the Act, listing agreement and policy of the company to related party transactions.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arms length basis, FORM AOC- 2 is not applicable to the Company.

22 Vigil Mechanism / Whistle Blower Policy ::

The Company has adopted a whistle Blower Policy through which the Company encourages employees to bring to the attention of Senior Management, any unethical behaviour and improper practices and wrongful conduct taking place in the Company.

23 Extract of Annual Return ::

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is provided in Annexure-II to this Report.

24 Loans ,Guarantee And Investment ::

The Company has not given any Loan or Guarantee or security or made any investment during the financial year 2018-19

25 Compliance With Secretarial Standards::

The Company confirms compliance with the applicable requirements of Secretarial Standards I and II.

26 Internal Financial Control System ::

As per the provisions of the Companies Act, the directors have the responsibility for ensuring that the company has proper internal financial control system to provide with resources, assurance regarding adequacies and operative effectiveness of control to enable the director to meet there responsibility. Company has in place sound system to ensure for safe guarding of the assets, detection of fraud and error, reliable financial information and accuracy of accounting records etc. The accounts are subject to internal audit and internal check and control is also reviewed from time to time and significant observation and action thereon presented to audit committee.

26 Particulars With Respect To Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo ::

A) Conservation Of Energy:

With regard to the particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 the company is in the process of finding ways of controlling and reducing energy consumption as a commitment to Global Environment; this will cover office facilities, communications and transport.

B) Technology Absorption, Adoption And Innovation:

The Company continuously makes efforts towards research and developmental activities and has been constantly active in harnessing and tapping the latest and best technology in the industry.

C) Foreign Exchange Earnings And Outgo:

Further during the year under review, the Foreign Exchange Earnings Rs.Nil

ACKNOWLEDGEMENTS

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors -both international and domestic, bankers, for all the support rendered during the year under review.

Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is.

For and on behalf of the Board
Sd/-
(Alok Jain)
Managing Director
Date: 08th September,2019
Place : Surat

Affirmation of Compliance with Code of Business Conduct

I, Alok Jain, Managing Director, declare that the Board of Directors of the Company has received affirmation on compliance with the Code of Conduct for the period from 1st April, 2018 or the date of their joining the Company, whichever is later to 31st March, 2019 from all Members of the Board and employees under Senior Management.

Sd/-
Place: Surat (Alok Jain)
Date: 22th May, 2019 Managing Director