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Your Directors are pleased to present the Thirtieth (30th) Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2019.
1. Financial Highlights
The financial statements of the Company have been prepared to comply with the Indian Accounting Standards (Ind AS), including the rules notified under the relevant provisions of the Companies Act, 2013. Upto the year ended March 31, 2019, the Company has prepared its financial statements in accordance with the requirement of Indian Generally Accepted Principles (GAAP), which include standards notified under the Companies (Accounting Standards) Rules, 2006 and considered as "Previous GAAP". These financial statements are the Companys first Ind AS standalone financial statements. Companys financial statements are presented in Indian Rupees (INR) which is also its functional currency.
The highlights of the financial results of the Company for the year ended 31st March, 2019 (IND AS Complaint) is summarized below
|Sales, Interest and other receipts||3759||4661|
|Gross Pro t before financial cost & Depreciation & Exceptional Items||390||510|
|Other Comprehensive Income||7||27|
|Pro t for the year||(68)||75|
|Less: Tax Expenses||(44)||(08)|
|Balance brought forward from last year||(1882)||(1875)|
|Impact of ind AS adjustments (Net)||(68)||(74)|
|Balance Carried to Balance Sheet||(1995)||(1882)|
2. OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS
The net result of the current financial year was negative , mainly due to non operation in soy division however there was positive results in its Dairy Division. During the year under consideration, the Companys turnover and other receipts stands at Rs.3759 Lacs as against Rs. 4661 Lacs in the previous year. The year ended with a loss of Rs. 112 Lacs after considering interest, depreciation and adjustment for deferred tax as against profit of Rs.67 Lacs in the previous year.
In Dairy division the company has processed 10807 Kl of Milk and 981 Mt of S.N.F./Fat (including 8485 Kl of Milk on job work basis) as against 26525 Kl of milk and 672 Mt of S.N.F/Fat in the previous year (Including 20417 KI of Milk on job work basis) and has achieved a turnover of Rs 3755 Lacs as against Rs. 4558 Lacs in the previous year. The turnover includes sale value of manufactured products, trading goods as well as processing receipts for job work done on behalf of other established parties. It may be stated that in order to encash the opportunity, the Company has also traded in liquid milk, besides manufacturing pure ghee, SMP and processing milk on behalf of other parties. Demand for dairy products was partly subdued in the flush season due to unfavorable world trade scenario in Dairy Products.
The Company expects to achieve satisfactory performance in the forthcoming year by processing milk for self as well as on behalf of other reputed parties and also by trading in Dairy products including milk.
The Company could not start its soya operations due to disparity in the previous year. The Company may think of restarting its Soya operations in future only when the said operations become pro table. During the year, the Company had processed Nil MT of Soyabean seed as against Nil in the previous year. The Soya Division recorded a turnover of Rs 4 lacs (trading) as against Rs. 103 lacs in the previous year.
3. SHARE CAPITAL
The companys application to BSE/CDSL for listing/admission of 578887 shares issued to the shareholders of Premier Industries (India) Ltd (Transferor company) in terms of BIFR order dt 15/01/2014 is pending and the company expects to get their approval shortly
4. RESERVES AND SURPLUS
The Company has not transferred any amount to General Reserves for the financial year 2018-19
5. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act,
2013, is annexed as Annexure - B and forms an integral part of this Report and is also available on website of the company at www.gsail.org
6. NUMBER OF MEETINGS OF THE BOARD, ITS COMMIITTEES
The details of the number of meetings of the Board and its committee held during the Financial Year 2018-19 forms part of the Corporate Governance Report
Due to financial prudency, no dividend is declared.
During the year under review, your Company has not accepted any fixed deposits under Section 73 of the Companies Act, 2013
Mr. Ram Gopal Agrawal (DIN: 00359638 ) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The board on the recommendation of Nomination and Remuneration Committee has considered reappointment of him subject to approval of shareholder in the ensuing Annual General Meeting.
Mrs Sandhya Choubey (DIN-08461659) was appointed as Additional director on the Board of the company with effect from 28th May 2019 and eligible for appointment as Independent director of the company subject to approval of shareholders of the company.
Miss Hansa Nagar (DIN-08284703) was appointed as Additional director on the Board of the company with effect from 6th December 2018 and she has resigned from his post on 28-05-2019.
The designation of Mr. Ram Gopal Agrawal (DIN : 00359638) has changed from Independent - Non Executive Director to Non Independent - Non Executive Director of the company w.e.f. 28-05-2019.
10. DETAILS Of KEY MANAGERIAL PERSONNEL
During the year Board of Directors in their meeting held on 26th March, 2019 accepted resignation of Mr. Vishnu Dutt Sharma from the post of Company Secretary Cum Compliance Officer and appointed Mr. Narendra Gupta as Company Secretary Cum Compliance Officer of the company w.e.f. 26.03.2019 and also appointed Mr. Rakesh Bhatnagar as Chief Financial Officer of the company w.e.f. 26.03.2019.
Now, The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as per the applicable regulations of SEBI (LODR), 2015:
1. Mr. Rajesh Agrawal :- Managing Director
2. Mr. Rakesh Bhatnagar :- Chief Financial Officer
3. Mr. Narendra Gupta:-, Company Secretary cum Compliance Officer
11. DISQUALIFICATIONS OF DIRECTORS
During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.
12. DECLARATION BY INDEPENDENT DIRECTOR
The independent directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).
13. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, con rm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures in adoption of these standards;
ii. 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 a airs of the Company at the end of the financial year and of the profit of the Company for that period;
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concern basis;
v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
vi. 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.
14. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have been disclosed at website of the Company: www.gsail.org
15. MEETING OF INDEPENDENT DIRECTORS in due compliance with the provisions of the companies act, 2013 and securities and exchange board of India (listing obligations and disclosure requirements) regulations, 2015, the independent directors met on 14th November 2018 during the year 2018-19.
16. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has constituted 3(three) committees i.e. Audit committees, Stakeholder Relationship Committees and Nomination And Remuneration Committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee and other Committee consisting of Board.
The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of Annual Report.
17. BOARD EVALUATION
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has to evaluate its own performance and that of its Committees and Individual Directors. Accordingly, the Board of directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors along with assessing the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.
18. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
19. MANAGEMENT DISCUSSION AND ANALYSIS
The Managements Discussion and Analysis of operations for the year under review, as stipulated under Regulation 34(2) (e)
Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations, 2015 with the stock exchanges, is provided in annexure attached to this report. (Annexure -E)
20. APPOINTMENT OF COST AUDITOR
As per the Companies (Cost Records and Audit) Rules, 2014 as amended thereafter from time to time, the Company has appointed M/s. M. Goyal & Co., Cost Accountants, Jaipur (Raj.), as the Cost Auditors for the purpose of conduct of Cost Audit of the Cost Accounting Records of the Company for the Financial Year 2019-2020.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website www.gsail.org The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arms Length. All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. The Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, which were entered during the year by your Company, are given separately in notes to the financial statements.
22. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 134 (3)(M) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure-A and forms part of this report.
23. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure B in the prescribed Form MGT-9, which forms part of this report.
24. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
The Company has not paid any remuneration attracting the provisions of the Companies Act, 2013 under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The equity shares of the Company are listed with Bombay Stock Exchange and efforts are being made to lift the suspension of trading in NSE. The Shares of the company is admitted at CDSL and efforts are being made to get it admitted at NSDL
26. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE
TO THE FINANCIAL STATEMENTS
Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The companys internal control system framework is commensurate with its size, scale and complexities of operations; the internal and operational audit is entrusted to Mr. Narendra Sen. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.
The audit committee of the board of directors, statutory auditors and the business heads are periodically appraised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee. Report of statutory auditors for internal financial control system is part of Audit Report.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act, 2013 does not apply to the Company as company does not fall under any of the criteria specified under above referred section therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.
28. NOMINATION &REMUNERATION POLICY:
In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy of the company is annexed as Annexure-C and forms an integral part of this report and also available on the website of the company at the Website: - www.gsail.org
29. REPORT ON CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report. (Annexure F)
30. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower policy for Directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The details of establishment of the reporting mechanism are disclosed on the website of the Company at the website: - www.gsail.org . No Person has been denied access to the Audit Committee.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
32. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Ms. Aakuriti Somani, Practicing Company Secretary, to undertake as the Secretarial Auditor of the company. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as ANNEXURE-D to this report.
33. STATUTORY AUDITORS
At the 28th Annual General Meeting of the company held in the 2017 M/s. Sunil Bandi & Co., Chartered Accountants, Indore (M.P.) Were Appointed as the Statutory Auditors for Period of 5 years i.e. from the conclusion of 28th AGM and till the conclusion of the 33rd Annual General Meeting of the Company. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate A airs, the appointment of Statutory Auditors is not required to be ratified at every AGM.
34. AUDITORS REPORT
Your Directors would like to provide clarification on the Auditor Qualification as mentioned under its Audit report and the same is as under
The Company has not provided Rs. 74.94 Lakhs for the Quarter ended March 2019 (i.e. for 01.01.2019 to 31.03.2019 ) towards interest on Loan from Bank.
35. INTERNAL AUDITORS
The Board has appointed Mr. Narendra Sen, as Internal Auditor of the company and takes his suggestions and recommendations to improve and strengthen the internal control systems. His scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.
36. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct ("the Code") for all Board members and senior management personnel of your Company. The Code of Conduct is available on Companys website at www.gsail.org
All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of Annual Report. (Annexure -G)
37. MD /CFO CERTIFICATION
The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations and the same forms part of this Annual Report. (Annexure -H)
38. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
In terms of the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Code of Conduct for trading in securities of your Company ("the Insider Code"). The Insider Code aims at preserving and preventing misuse of unpublished price sensitive information. All Directors, Designated Employees/KMP and Connected Persons of your Company are covered under the Insider Code, which provides inter alia for periodical disclosures and obtaining pre-clearances for trading in securities of your Company. The Code for Prohibition of Insider Trading Practices is available on Companys website at www.gsail.org
39. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.
40. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Boards report.
41. 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 environmental regulations and preservation of natural resources.
42. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.
43. Fixed Assets
During the year the company has added Fixed Assets of Rs. 7.58 Lakh. The Fixed Assets are adequately insured.
44. E-Voting Facility
The compnay has already provided E-Voting Facilities to the shareholders of the company.
Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.
Your Directors also acknowledge the support extended by the Bankers, Government agencies, Shareholders and Investors at large and look forward to receive the same support for our endeavor to grow consist and tenly.
|By order of the Board of Directors|
|For Girdharilal Sugar And Allied Industries Limited|
|Place: Dewas (M.P.)||(DIN: - 00107009)|
|Date: 13th August, 2019||Chairman & Managing Director|