1. The Directors have pleasure in presenting their Annual Report together with the
audited statement of accounts of the Company for the year ended 31st March,
2023.
2. FINANCIAL RESULTS
The results for the year under review are given below :
lakhs
| Particulars |
2022-2023 |
2021-2022 |
| Total Income |
2069.03 |
2433.93 |
| Profit before depreciation and Finance Cost |
1392.55 |
1808.18 |
| Depreciation and Amortization Expense |
99.59 |
91.39 |
| Finance Cost |
1.14 |
1.53 |
| Profit before Tax |
1291.82 |
1715.26 |
| Tax Expenses |
414.43 |
375.26 |
| Profit after tax and before |
|
|
| Other Comprehensive Income |
877.39 |
1340.00 |
| Other Comprehensive Income (net of tax) for the year |
(9630.36) |
193925.12 |
| Total Comprehensive Income for the year |
(8752.97) |
195265.12 |
Total income during the year under review was at 2069.03 lakhs as against 2433.93
lakhs in the previous year. Profit before tax was at 1291.82 lakhs as compared to
1715.26 lakhs in the previous year. The decrease in total income and profit before tax
was mainly owing to lower mark to market valuation on mutual funds and bonds. Other
Comprehensive Income (OCI) was negative of 9630.36 lakhs mainly due to adverse
fluctuation in market price of equity investments as compared to 193925.12 lakhs in the
previous year which include 194283.56 lakhs (net of tax) being surplus on revaluation of
freehold land at fair value by an independent professional valuer.
3. TRANSFER TO RESERVES
No amount has been proposed to be transferred to the reserves for the year under
review.
4. DIVIDEND
No dividend has been recommended for the year under review.
5. MANAGEMENT DISCUSSION AND ANALYSIS
5.1 Industry Structure and Developments & Segment- wise Performance
(a) Warehousing business:
During the year under review, the Companys principal business activity, viz.
warehousing business, remained steady particularly on post Covid period and generated
lease rental of 950.86 lakhs as compared to 951.17 lakhs in the previous year. The
Company incurred capital expenditure of 301.99 lakhs for refurbishing/re-construction of
covered sheds in order to facilitate the implementation of new/temporary leases entered
into during the year. As a part of ongoing business, the Company is actively pursuing
further expansion of the warehousing area and related infrastructure to develop
comprehensive warehousing & logistic hub at Howrah. However, the demand for
warehousing activities in medium term will depend to a large extent on Govts spending in
infrastructures and requirements from e-commerce, 3PL, retail and specialized
manufacturing sectors.
(b) Investment and Treasury :
Investment and Treasury segment generated income of 1081.81 lakhs during the year
under review. This segment includes dividend and interest income of 1231.74 lakhs which
was partially offset by lower MTM valuation of mutual funds/bonds in accordance with Ind
AS of 149.93 lakhs.
The Indian stock market remained volatile and sensitive during the first quarter and at
the later part of the year under review mainly on account of high inflation, interest rate
hike, continued geopolitical tensions and slowdown in global growth etc. In view of the
current situation in the stock market, a wait and watch approach has been initiated and
future investment of the companys funds shall depend on the performance of the Indian
economy and the stability in the financial market.
(c) Other Comprehensive Income:
As already stated above, due to unfavorable fluctuation in market prices of equity
shares resulted in notional loss of 9612 lakhs as compared to notional loss of 366 lakhs
in the previous year.
5.2 Opportunities and Threats
Warehousing and Logistic business provide opportunities for a sustainable
growth-oriented business model for the Company. Your Company is actively pursuing all
opportunities in this segment and will continue to do so in future also.
5.3 Outlook
The uncertainty in the global/domestic economic situation along with escalation of
geopolitical tensions, hardening of crude oil, global inflations, volatile financial
market as stated above, made the future outlook somewhat unpredictable both for the
Warehousing and Investment & Treasury segments of the Company in the short and medium
term. However, we can only hope that the measures being taken by the government will help
to tide over the difficult situation in the shortest possible time.
5.4 Risks and Concerns
Your directors recognize that there are uncertainties and risks attached to any
business. The risks could be external, internal, or a combination of both. External risks
can be an intensification of competition, technological obsolescence, changes in
Government policy with regard to taxes and levies or economic slowdown adversely impacting
demand and profitability. In an increasingly globalized economy, world economic trends
would also impact business of the Company. Such risks will be continuously monitored and
appropriate action will be taken by the Company to minimize the same. Internal risks
comprise operating risks, financial risks and business risk. The Company will take
effective steps to deal with such risks.
Each business segment has been informed to identify and report quarterly to the next
higher reporting level, on any major risks as perceived by them, whether they be internal
or external risks and simultaneously take immediate steps to minimize the impact thereof.
All aspects of the warehousing and treasury operations are being closely monitored to
identify potential risks at an early stage, in order to ensure that appropriate risk
mitigation measures are put in place.
5.5 Internal Control Systems and Their Adequacy The Company has adequate internal
control system to ensure protection of assets against loss from unauthorized use or
disposal, proper maintenance of accounting records and adherence to Companys policies and
procedures. The Company has appointed an External Auditing Firm to conduct independent
Internal audits and submit periodical reports. An Audit Committee of the Board of
Directors reviews the Internal Audit reports, annual financial statements and internal
control systems to ensure their effectiveness and adequacy. The Committee also interacts
with the Internal/Statutory Auditors from time to time. Apart from this, audit reports and
follow-up actions are periodically reviewed by the top management and remedial actions
taken.
5.6 Discussions on Financial Performance with Respect to Operational Performance Total
income was lower by 364.90 lakhs as compared to the previous year mainly on account of
notional loss on fair valuation of current investments of 604.68 lakhs, lower other
income of 2.66 lakhs and profit on sale of unquoted investment of 34.77 lakhs, which was
offset by increase in interest and dividend income of 276.74 lakhs.
Depreciation & amortization expenses and finance cost (interest on lease liability)
including amortization charge on right of use assets of is 99.59 lakhs and 1.14 lakhs,
respectively.
As in the previous year, the Company had no borrowings as on 31st March,
2023.
During the year under review, your Company has invested a sum of 1047.45 lakhs mainly
by redeploying 508.10 lakhs from maturity proceeds of fixed deposits with banks and
539.35 lakhs generated from operating cash flows.
Capital Expenditure for the year amounted to 323.16 lakhs (2021-22 - 163.36 lakhs)
and value of assets put into use during the year amounted to 303.41 lakhs (2021-22 -
186.10 lakhs).
5.7 Material Developments in Human Resources/Industrial Relation Front, including
Number of People Employed During the year under review industrial relations within the
Company, continued to be stable. The total number of permanent employees was 15 as on 31st
March, 2023.
5.8 Significant changes (i.e. change of 25% or more as compared to the immediately
previous financial year) in key financial ratios, along with explanations are as under and
details of any changes in Return on Net worth as compared to the immediately previous
financial year along with a detailed explanation thereof: Not applicable
6. SUBSIDIARY COMPANY
The Company does not have any subsidiary.
7. INFORMATION PURSUANT TO SECTION 134
7.1 Annual Return shall be available on the website of the Company, i.e., www.gkwltd.com.
7.2. All the Independent Directors have submitted a statement under Sub-section (6) of
Section 149 of the Companies Act, 2013
7.3. Particulars as prescribed under Section 197(12) and Rule 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended
hereto as Annexure IA. The disclosure pertaining to remuneration of Directors, Key
Managerial Personnel and Employees as required under Section 197(12) of the Act read with
Rule 5(1) of the Rules are provided in Annexure IB to this report.
7.4. There are no qualifications in the Auditors Report and the Secretarial Audit
Report, calling for any comments or explanations by the Board.
7.5. No frauds have been reported during the financial year under review by the
Auditors of the Company.
7.6. The particulars of investments under section 186 of the Companies Act, 2013 as at
31st March, 2023 are provided in Note no. 6 and 12 to the Financial Statements.
7.7. The Company had contracts or arrangements with related parties during the year
under review and are appended hereto as Annexure II. All Related Party Transactions
entered into during FY 2022-23 were on arms length basis and also in the ordinary course
of business. Please also refer to Note no. 42 of the Financial Statements.
7.8. Conservation of Energy
The Company is engaged in warehousing activity and is making judicious use of energy
efficient devices wherever possible.
7.9. Research & Development and Technology Absorption and Innovation
The nature of business activity viz. warehousing business and investment & treasury
operations carried on by the Company does not have scope for any Research, Development,
Technology Absorption and Innovation. However latest developments in materials and
processes pertaining to warehousing activity are constantly monitored.
7.10. Foreign Exchange Earnings and Outgo
Earnings in foreign exchange during the year was NIL (2021-2022 - NIL) and out-go was
NIL (2021-2022 - NIL).
7.11. Evaluation of Board and Directors Performance Formal annual evaluation has been
made by the Board of its own performance and that of its Committee Members, individual
directors and Chairman on the basis of criteria approved by the Nomination and
Remuneration Committee (NRC)/Board. Each Independent Director being evaluated did not
participate in the meeting during the discussions on his/her evaluation.
8 DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(5) of the Companies Act, 2013 the Directors
hereby state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) 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; and
(f) 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;
9 DIRECTORS
The Board on the recommendation of NRC reappointed Mr. Amitabha Chakrabarti (DIN-
00137451) as a Whole-time Director designated as an Executive Director of the Company for
a period of one year from 1st April, 2023 to 31st March, 2024
pursuant to the provision of Sections 196,197,198, 203(1) and Schedule V of the Companies
Act, 2013, subject to the approval of the members.
Mr. Shiva Balan (DIN - 00055509) retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for reappointment.
10 STATEMENT OF THE BOARD REGARDING INDEPENDENT DIRECTORS
In compliance with the Rule 8 in sub rule 5(iii a) of the Companies (Accounts) Rules,
2014, the Board of Directors opine that the Independent Directors appointed during the
year possess the integrity, expertise and experience including their proficiency on the
Board.
11. KEY MANAGERIAL PERSONNEL
Mr. Amitabha Chakrabarti, is Whole-time Director designated as the Executive Director
of the Company. He is also the Chief Financial Officer of the Company. Mr. Sudhir Kumar
Banthiya is the Company Secretary and the Compliance Officer of the Company.
12. AUDITORS
In the 92nd Annual General Meeting held on 5th August, 2022, M/S
Haribhakti & Co. LLP, Chartered Accountants, was appointed as Statutory Auditors of
the Company for a period of 5 (five) years from the conclusion of 92nd Annual
General Meeting until the conclusion of 97th Annual General Meeting. The said
auditors continue to be eligible as Statutory Auditors of the Company.
13. AUDIT COMMITTEE
The composition of the Audit Committee meets the requirements as per Section 177 of the
Companies Act, 2013 and as is detailed in the Corporate Governance Report forming part of
this Annual Report.
All recommendations made by the Audit Committee during the FY 2022-23 were accepted by
the Board of Directors of the Company.
14. SECRETARIAL AUDIT
The Secretarial Audit Report issued by CS Debendra Raut, Practicing Company Secretary
for the year under review is appended hereto as Annexure III. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark.
15. APPLICABILITY OF SECRETARIAL STANDARDS The Company has complied with applicable
Secretarial Standards of the Institute of Company Secretaries of India.
16. COST AUDITORS
Provisions with regard to the Cost Audit are not applicable to the Company.
17. FIXED DEPOSITS
The Company has not accepted any deposits from the public and as such there are no
outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
18. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Mr. Sudhir Kumar Banthiya, continues to be the Nodal Officer of the Company. The
details of Nodal Officer of the Company are also available on the website www.gkwltd.com.
19. CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure compliance of the mandatory provisions
of Corporate Governance as issued by Securities and Exchange Board of India from time to
time.
A report on Corporate Governance is appended hereto.
20. VARIOUS POLICIES OF THE COMPANY
20.1 Policy on Related Party Transactions
The Company has implemented Policy on Related Party Transactions. The policy is
available on the website of the Company (www.gkwltd.com).
20.2 Policy on Directors Remuneration and KMP
In terms of the requirement of Section 178 of the Companies Act, 2013, on the
recommendation of the Nomination and Remuneration Committee, the Board has approved the
Nomination and Remuneration Policy (hereinafter referred as "Policy) of the Company.
The policy is available on the website of the Company (www.gkwltd.com).
The salient features of the policy are as detailed in the Corporate Governance Report
forming part of this Annual Report.
20.3 Corporate Social Responsibility Policy
Due to carried forward losses as computed under Section 198 of the Companies Act 2013,
the CSR provisions are not currently applicable to your Company. The CSR Policy is
available on the website of the Company (www.gkwltd.com).
20.4 Vigil Mechanism
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of
fraud and mismanagement if any. The policy provides for adequate safeguards against
victimization of employees and/or Directors and also provides for direct access to the
Chairman of the Audit Committee. The Policy is uploaded on the website of the Company at
www.gkwltd.com.
21 PARTICULARS AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION,
AND REDRESSAL) ACT, 2013
Your Directors state that during the year under review, there were no reported cases
falling within the purview of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to
the constitution of the Internal Complaint Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT
The Board of Directors would like to thank the Companys customers, employees,
shareholders, bankers, financial advisors, suppliers and all others associated with the
Company for their continued support.
For and on behalf of the Board
|
K K Bangur |
| 30 May, 2023 |
Chairman |
|
DIN- 00029427 |
+91-9892691696
