Gujarat Metallic Coal & Coke Ltd Directors Report.

To

The Members,

The Board of Directors present 26th Annual Report and the Audited Financial Results of the Company for the year ended 31st March, 2019.

FINANCIAL RESULTS
(Rs. In Lakhs)
Particulars Year 2018-19 Year 2017-18
Total Income 9.14 54.84
Total Expenditure 22.57 54.32
Profit before Tax (13.43) 0.52
Exceptional Items (1291.96) -
Less : Provision for Tax 29.22 (1.95)
Profit after Tax (1334.61) 2.47

DIVIDEND

In view of the losses , the Board does not recommend any dividend.

LISTING

The equity shares of the Company are listed at the Bombay Stock Exchange Ltd. (BSE).

SUBSIDIARY COMPANY

During the year, M/s. Happy Mining Pty Ltd, Australia has ceased to be a subsidiary of the company.

CORPORATE GOVERNANCE

Under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance along with Certificate of the Auditors and a Report on Management Discussion and Analysis are annexed and forms part of this Annual Report.

DIRECTORS/KMP

During the year under consideration following changes have taken place

• Mr. Atma Ram Dubey (DIN : 00166614) has resigned the Board with effect from 14.08.2018.

• Mr. Jay Prakash Lahoti has been appointed as a Company Secretary with effect from 03.09.2018

• Mr.Sajjan Kumar Tailor is appointed as Chief Financial Officer w.e.f. 27.05.2019

Number of Board Meetings held:

The Board of Directors duly met 7 (seven) times on 30.05.2018, 26.06.2018, 14.08.2018, 15.09.2018, 14.11.2018, 14.02.2019, 29.03.2019

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposits, as defined under provisions of Chapter V of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, your Directors hereby confirm and state that-

a) in the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 affairs of the company at the end of the year ended 31st March, 2018 and of the profit of the company for the same period;

c) 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Raj Narayan Yadav-Chairman, and Mr. Sajjan Kumar Tailor and Ms. Kajal Ramesh Bhatia as Members. The committee periodically discusses with the Statutory Auditors about the internal control system, the scope of audit and reviews the financial statements before submission thereof to the Board and ensures compliance of internal control system apart from considering any reference made to it by the Board of Directors.

AUDITORS

M/s.Tarmaster & Co., Chartered Accountants, Statutory Auditor of the Company holds office upto the Annual General Meeting for the year 2023.

AUDITORS REPORT

The Auditors qualification under Note 25 regarding non provision of interest and Auditors statement on "going concern" ability of the company is self explanatory.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the companies Act, 2013 relating to the corporate social responsibility are not applicable as the Company does not fall in any of the criteria mentioned in that Section.

SECRETARIAL AUDIT REPORT

Ms.Deepika Srivastava, Company Secretary in Practice, has submitted Secretarial audit Report (annexed as Annexure-A) in terms of section 203 of the Companies Act, 2013.

The observation of the Auditor in her Report is self explanatory.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.

RISK MANAGEMENT POLICY

Board of Directors have formulated and implemented a risk management policy for the company. The Board has been addressing various risks impacting the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

VIGIL MECHANISM

In pursuance to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism Policy for directors and employees to report genuine concerns has been established.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP/ EMPLOYEES)

The disclosures of particulars of employees required under Section 134 (3) (q) and Section 197 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Top Two Employees in terms of remuneration drawn during the year are Mr.Sajjan Kumar Tailor and Mr.Jay Prakash Lahoti.

None of the above employees has drawn remuneration during the year in excess of the prescribed limited under Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. As such the disclosures required under the said rule are not required.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION, ETC.

The Nomination and Remuneration Committee of the Company has framed a suitable policy on Directors appointment which identifies the qualifications, positive attributes, independence of the Directors. The Committee has also recommended to the Board a Policy on remuneration for the Directors, Key Managerial Personnel and other employees.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no information and details to disclose pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) rules, 2014 regarding conservation of energy, technology absorption.

The foreign exchange earning and outgo during the year under review are as follows: a) Foreign Exchange Earning : Nil b) Foreign Exchange Outgo : Nil

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial years were in the ordinary course of business of the company and were on arm length basis. There were no materially significant related party transactions entered by the company during the year with the promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the company.

LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DETAIL OF FRAUD AS PER AUDITORS REPORT

The auditor has not reported any fraud by the official or the employees of the company for the financial year ended 31st March, 2019.

ACKNOWLEDGEMENTS

The Directors place on record their gratitude to the bankers, Government, employees and shareholders and other agencies for their assistance, cooperation and encouragement extended to the Company.

For and on behalf of the Board
S. K. Tailor R. N Yadav
Place : Kolkata Managing Director & CFO Director
Date : 14.08.2019 DIN No. 02022077 DIN No. 06778731