Gallantt Metal Ltd.
|BSE: 532726||Sector: Metals & Mining|
|NSE: GALLANTT||ISIN Code: INE297H01019|
|BSE 00:00 | 23 Apr||Gallantt Metal Ltd|
|NSE 05:30 | 01 Jan||Gallantt Metal Ltd|
|Mkt Cap.(Rs cr)||186|
|Mkt Cap.(Rs cr)||185.82|
Gallantt Metal Ltd. (GALLANTT) - Director Report
Company director report
TO THE MEMBERS
Your Directors have pleasure in presenting the 14th Annual Report of the Company andthe Annual Accounts for the year ended 31st March 2018.
Gallantt Metal Limited ("Your Company" or "The Company") is aleading Iron and Steel manufacturing Company in Gujarat. The Company has its RegisteredOffice at Kolkata and Factory at Samakhyali Kutch Gujarat.
(Rs. in Lacs)
FINANCIAL ACCOUNTING AND ADOPTION OF IND AS
The Ministry of Corporate Affairs (MCA) has noticed phase- wise road map for theadoption of Indian Accounting Standard ("Ind AS") converged with InternationalFinancial Reporting Standards (IFRS) vide its notification dated 16 February 2015announcing the Companies (Indian Accounting Standards) Rules 2015 as amended by IndianAccounting Standards ("Ind AS") Rules 2016 and 2017 for application of the IndAS. Accordingly your Company has adopted Ind AS with effect from the FY 2017-18 (alongwith comparative for the FY 2016-17) which is covered under Phase-II based on net worthcriteria. Your Company maintains highest Standards of Corporate Governance and recognizesthat Financial Statements are important source of information for the Shareholders andother Stakeholders.
The Financial Statements for the FY 2017-18 are the First Financial Statements withcomparatives prepared under Ind AS. Notes to Standalone Financial Statements providefurther explanation on the transition to Ind AS.
BUSINESS OPERATION AND PERFORMANCE REVIEW
During the year Revenue from Operations stood at ' 84558.04 Lacs. FY17-18 has been agrowing and remarkable year with respect to our top line and margins. Revenue fromoperations grew by 21.98% on year to year basis (standalone). Our margins and performancewere very satisfactory due to increase in prices of final products of the Company. TheCompany recorded a growth of 85.17% in Net Profit on year to year basis (standalone)despite a relatively sluggish
industry growth primarily on account of increase in sales volumes and improved costefficiencies. Net Profit stood at ' 4933.29 Lacs. Earnings per Share (EPS) stood at '6.07 (standalone) and ' 7.71 (consolidated) for the Financial Year ended March 31 2018.There is no change in the nature of the business of the Company. Disclosure of financialstatement of subsidiaries and associate company has been provided in the prescribed formatas a part of this Report. There were no significant and material orders passed byregulators or courts or tribunals impacting the going concern status and Company'soperations in future. Factory had been working efficiently during the year. Safetymeasures and processes have been installed and improved upon at the plants and work sites.
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.
Yours Directors are pleased to report a good performance of the Company in terms ofboth financial and operational performance.
During the year your Directors recommended a Dividend of Re. 0.25 (Paise Twenty Fiveonly) per Equity Share on 81322324 Equity Shares of ' 10 /- each i.e. 2.5% on eachEquity Share of the company total outgo on account of dividend shall be ' 20330581subject to tax.
Securities and Exchange Board of India (Rs. SEBI') vide its notification dated 8 July2016 has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Rs. Listing Regulations') introducing new Regulation 43A mandating the top 500listed entities based on market Capitalization calculated as on 31 March of everyFinancial Year to formulate a Dividend Distribution Policy and disclose the same in theirAnnual Reports and on their websites (www. gallantt.com). On the basis of marketcapitalisation your Company does not fall under Top 500 listed entities.
Even though the Board of the Company has adopted a Dividend Distribution Policy whichis available on the website of the Company i.e www.gallantt.com under "InvestorsCorner" and the same is annexed as Annexure-I.
The paid up Equity Share Capital as at March 31 2018 stood at 8132.23 Lacs. Duringthe year under review the company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2018 none of theDirectors of the company hold instruments convertible into equity shares of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
b. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
c. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d. The directors have prepared the annual accounts on a going concern basis.
e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. The directors had devised proper system to ensure compliance with the provisions ofall applicable
laws and that such system were adequate and operating effectively.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs IND AS is applicable to the Companyfrom the Financial Year commencing from April 01 2017. The estimates and judgmentsrelating to the Financial Statements are made on a prudent basis so as to reflect in atrue and fair manner the form and substance of transactions and reasonably present theCompany's state of affairs profits and cash flows for the year ended March 31 2018.Financial Statement has been prepared as per applicable Ind-AS.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of the business of the Company.
The Equity Shares in the Company are in dematerialized form and is listed with BombayStock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee hasbeen paid to the Stock Exchanges for the year 2018-19. The ISIN No. of the Company isINE297H01019.
India Ratings and Research Private Limited has affirmed grade A- for credit rating ofTerm Loan and Grade A2 for working capital facilities.
During the year the Company has not accepted any deposits from public under Chapter Vof the Companies Act 2013.
AUDITORS & AUDITORS' REPORT
M/s. ALPS & Co. Chartered Accountants (ICAI Firm Registration No. 313132E) 310Todi Chambers 2 Lalbazar Street Kolkata - 700001 statutory auditors of the Company wasappointed as the Auditors of the Company at the previous Annual General Meeting. As perthe provisions of Section 139 of the Companies Act 2013 Statutory Auditors of theCompany hold office until the conclusion of the 5 years.
Necessary certificate has been obtained from the Auditors as per Section 139(1) of theCompanies Act 2013.
The notes on accounts referred to the Auditors' Report are self-explanatory andtherefore do not call for any further explanation.
The Auditors' Report is annexed hereto and forms part of the Annual Report. TheAuditors' report does not contain any qualifications reservations or adverse remarks.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-II to thisDirectors' report.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIALRIGHTS
The Company has not issued any Sweat Equity Shares or Equity Shares with DifferentialRights during the financial year.
The Company has submitted the Cost Audit Report and Cost Compliance Report for the year2016-17 duly certified by a Cost Accountant to the Central Government within the due date.M/s. U. Tiwari & Associates Cost Accountants were appointed with the approval of theCentral Government to carry out the cost audit in respect of the Company for the financialyear 2017-18. Based on the recommendation of the Audit Committee M/s. U. Tiwari &Associates Cost Accountants being eligible have also been appointed by the Board as theCost Auditors for the financial year 2018-19 also.
All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities under legislative enactments are adequately insured.
INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT
There were no cases of sexual harassment of woman at work place. Also there are noinstances of child labour/ forced labour/ involuntary labour and discriminatory employmentduring the year.
Details of Audit Committee Nomination & Remuneration Committee Stakeholders'Relationship Committee and Corporate Social Responsibility Committee have been disclosedunder Corporate Governance Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARDALONG WITH REASONS
The same is not applicable as the Audit Committee's recommendations were accepted andimplemented by the Board.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure III to this report.
A statement comprising the names of top 10 employees in terms of remuneration drawn isgiven in this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees and investments u/s 186 of the Companies Act 2013is annexed herewith as Annexure-IV.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aManagement Discussion and Analysis report is part of the Annual Report is annexed herewithas Annexure-V.
A report on Corporate Governance together with the Auditors' Certificate regarding thecompliance of conditions of Corporate Governance is part of the Annual Report.
MARKET AND FUTURE PROSPECTS
Please refer to Management Discussion & Analysis Report which forms part of theAnnual Report.
DETAILS OF POLICIES
(i) Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Company's Remuneration Policy is available on the Company's websitewww.gallantt.com and the same is attached herewith as Annexure - VI.
(ii) Corporate Social Responsibility Policy (CSR)
The Board has on the recommendation of the CSR Committee approved the CSR Policy. TheCompany's CSR Policy is available on the Company's website www.gallantt.com and the sameis also attached herewith as Annexure - VII.
Annual Report on CSR as required under Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is also attached herewith as Annexure-VIII.
(iii) Risk Management Policy
Business Risk Evaluation and Management is an ongoing process within the Organization.Pursuant to Section 134(3)(n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and
mitigate various risks to key business objectives. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis. At present the company has not identified any element of risk which maythreaten the business (or) existence of the company.
(iv) Whistle Blower Policy - Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanismfor employees and directors of the Company to approach the Chairman of the Audit Committeeto ensure adequate safeguards against victimisation. This policy would help to create anenvironment wherein individuals feel free and secure to raise an alarm whenever anyfraudulent activity takes place or is likely to take place. It will also ensure thatcomplainant(s) are protected from retribution whether within or outside the organization.The Board has elected Mr. Tarun Kumar Rathi Company Secretary as the Whistle Officerunder the vigil mechanism policy.
The details of establishment of the Vigil Mechanism Policy is displayed on the websiteof the Company www.gallantt.com under the Investors Corner link.
Mr. Anurag Fatehpuria Practising Company Secretary having office address at 23/1Sita Nath Bose Lane Salkia Howrah 711101 has been appointed as Secretarial Auditors ofthe Company for the FY ended 31.03.2018. The Secretarial audit report received from theSecretarial Auditors is annexed to this report marked as Annexure - IX and forms part ofthis report.
ANNUAL EVALUATION OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS
During the financial year formal annual evaluation of the Board its committees andindividual Directors was carried out pursuant to the Board Performance Evaluation Policyof the Company.
The performance of the Board and committees was evaluated after seeking inputs from allthe Directors on the basis of the criteria such as Board/ committee constitutionsfrequency of meetings effectiveness of processes etc. The performance of individualDirectors (including Independent Directors) was evaluated by the Board and Nomination& Remuneration committee (excluding the Director being evaluated) after seeking inputsfrom all Directors on the basis of the criteria such as thought contribution businessinsights and applied knowledge.
A separate meeting of Independent Directors was also held to review the performance ofManaging Director performance of the Board as a whole and performance of the Chairpersonof the Company taking into account the views of Executive Directors and Non-ExecutiveDirectors.
Your Company follows a structured orientation and familiarization programme throughvarious reports/ codes/internal policies for all the Directors with a view to update themon the Company's policies and procedures on a regular basis.
Periodic presentations are made at the Board Meetings on business and performance longterm strategy initiatives and risks involved.
The details of familiarisation programme have been posted in the website of the Companywww.gallantt . com under the Investors Corner link.
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for members of the Board (incorporatingduties of Independent Directors) and the Senior Management. The Code aims at ensuringconsistent standards of conduct and ethical business practices across the Company. YourCompany has received confirmations from all concerned regarding their adherence to thesaid Code.
Pursuant to Regulation 17(5) of the Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. C. P. Agrawal Chairman& Managing Director confirmed compliance with the Code by all members of the Board andthe Senior Management.
The full text of the Code is hosted on the Company's website www.gallantt.com under theInvestors Corner link.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has adopted a Code of Conduct as per Securities and Exchange Board ofIndia (SEBI) (Prohibition of Insider Trading) Regulations 2015. All Directors DesignatedEmployees who could have access to the Unpublished Price Sensitive Information of theCompany are governed by the Code. During the year under review there has been duecompliance with SEBI (Prohibition of Insider Trading) Regulations 2015. Gallantt MetalLimited - Code for Fair Disclosure' are available on the Company's websitewww.gallantt.com under the Investors Corner link.
NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2017-2018
Eight (8) meetings of the Board of Directors of the Company were conducted during thefinancial year and
Eight (8) meetings of the Audit Committee of the Board of Directors were conductedduring the financial year. The details of board/committee/shareholders meetings areprovided under the Corporate Governance Report which forms part of the Annual Report.
The Audit committee of the Company as on the date of this report is constituted offollowing Directors:
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act a statement containingperformance & salient features of the financial statements of Company's subsidiariesand associate Companies in Form AOC-1 is attached as Annexure-X.
The policies to ensure uniform accounting treatment are prescribed to the subsidiariesof your Company. The accounts of the subsidiary companies and associate Company areaudited and certified by their respective Statutory Auditors for consolidation.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR
Companies which have become Company's subsidiaries joint ventures or associateCompanies during the year:
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of the Company and its future operations.However Members attention is drawn to the statement on contingent liabilitiescommitments in the notes forming part of the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility Committee and has frameda Corporate Social Responsibility Policy and identified Healthcare Children's educationas some of the key areas. The Company will continue to support social projects that areconsistent with the policy.
Corporate Social Responsibility Committee of the Company is constituted of:
Mr. Jyotirindra Nath Dey Chairman
Mr. Chandra Prakash Agrawal and Mr. Dinesh Raghubirprasad Agarwal KEY MANAGERIALPERSONNEL
The following are the whole-time key managerial personnel of the Company:
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Ind - AS on Consolidated Financial Statements read with the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the ConsolidatedAudited Financial Statements and Consolidated Cash Flow Statement for the year ended March31 2018 are provided in the Annual Report.
A statement containing the salient features of the financial statements of each of thesubsidiary and Associate Company in the prescribed Form AOC-1 is annexed Annexure-X.
Pursuant to Section 136 of the Act the financial statements of the subsidiary andAssociate Companies are kept for inspection by the shareholders at the Registered Officeof the Company. The Company shall provide free of cost the copy of the financialstatements of its subsidiary and Associate companies to the shareholders upon theirrequest. The statements are also available on the website of the Company www.gallantt.com.
BUSINESS RESPONSIBILITY REPORT
Your Company does not fall under Top 500 listed entities as per Market Capitalisation.Hence the Business Responsibility Report for the financial year as stipulated underRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is not attached to this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Act the details forming part of theextract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-XI.
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the Company is exposed to are:
The Company's policy is to actively manage its foreign exchange risk within theframework laid down by the Company's forex policy approved by the Board. Given theinterest rate fluctuations the Company has adopted a prudent and conservative riskmitigation strategy to minimize financial and interest cost risks.
Commodity price risks
The Company is exposed to the risk of price fluctuations of raw materials as well asfinished goods. The Company proactively manages these risks through forward bookinginventory management and proactive vendor development practices. The Company's reputationfor quality product differentiation and service coupled with the existence of powerfulbrand image with a robust marketing network mitigates the impact of price risk on finishedgoods.
The Company is exposed to risks attached to various statutes laws and regulations. TheCompany is mitigating these risks through regular review of legal compliances carried outthrough internal as well as external Secretarial Audits.
Human resource risks
Retaining the existing talent pool and attracting new talent are major risks. TheCompany has initiated various measures including rolling out strategic talent managementsystem training and integration of learning and development activities. The Company hassystem and procedure in place which helps to identify nurture and groom managerial talentwithin the Gallantt Group to prepare them for future business leadership.
UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY
There is no unpaid or unclaimed Share Application Money and Dividend is pending to bepaid to the investors and shareholders till 31.03.2018:
BOARD OF DIRECTORS AND SENIOR EXECUTIVE
The Board of Directors comprises of Eight Directors of which four are Independent. Interms Section 152 of the Companies Act 2013 Mr. Nitin Mahavir Prasad Kandoi liable toretire by rotation at the ensuing Annual General Meeting and eligible for re-election.
Mr. Jyotirindra Nath Dey Mr. Prasant Kankrania Mrs. Richa Bhartiya and Mr. SandipKumar are Independent Directors of the Company. Independent Directors are appointed forfive consecutive years and are not liable to retire by rotation in terms of Sections 149152 Schedule IV and other applicable provisions if any of the Companies Act 2013 readwith Companies (Appointment and Qualification of Directors) Rules 2014. Mrs. RichaBhartiya has been appointed as Independent Woman Director. Mr. Sandip Kumar Agarwal isChief Financial Officer and is inter alia looking after the core finance function of theCompany. Mr. Tarun Kumar Rathi has been appointed as a Company Secretary and ComplianceOfficer of the Company effective from March 31 2018. Mr. Sandip Kumar has been appointedas an Additional Director to be regarded as an Independent Director.
None of the Directors of your Company is disqualified under the provisions of Section164(2)(a) & (b) of the Companies Act 2013.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR
Mr. Sandip Kumar has been appointed as an Additional Director to be regarded as anIndependent Director effective from March 31 2018. Further Mr. Tarun Kumar Rathi has beenappointed as a Company Secretary and Compliance Officer of the Company effective fromMarch 31 2018.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
TRANSFER TO RESERVES
Company has not transferred profit to reserve.
RELATED PARTY TRANSACTIONS
The details of Related Party Transactions during the Financial Year ending 31.03.2018being arm's length transactions have been reported in the financial statements and formspart of this report. The Audit Committee and the Board of Directors of the Company haveformulated the Policy on dealing with RPTs and a
Policy on materiality of RPTs which is uploaded on the website of the Company and canbe accessed through the website of the Company www.gallantt.com under the Investors Cornerlink.
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. The Company hasdeveloped a framework through Standard Operating Procedures for the purpose ofidentification and monitoring of such Related Party Transactions.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a yearly basis for transactions whichare of repetitive nature. Transactions entered into pursuant to omnibus approval areaudited by the Audit Committee and a statement giving details of all Related PartyTransactions are placed before the Audit Committee and the Board for review and approvalon a quarterly basis.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz. www.gallantt.com . None of the Directors hasany pecuniary relationship or transactions vis-a-vis the Company.
OUTLOOK AND EXPANSION
The recent trend in macro indicators clearly point towards improving fundamentals ofthe domestic economy. The Central Government has also shown its intent in furthering thereform momentum to revive investments and improve governance. The global commodity cycleis expected to be benign with consumption demand from the Chinese economy slowing down.Taking cues from the inflationary trend the Reserve Bank of India has already eased themonetary cycle and is expected to bring out more interest rate cuts going forward. Allthis favorable factors coupled with some of the important developmental reforms that arebeing pursued by the Central Government like the tax reform and push for infrastructurespending will set the stage for further pick-up in economic activity in 2017-18. Thisshould augur well for your Company's business across infrastructure.
Your company plans to take the performance to the next level by modernizationinstalling high tech and time saving machinery and supportive systems improving qualityof work by employee training.
The expansion plan by further investment in installation of new capacities andtechnology upgradation and modern machinery for increasing the capacity of the existingUnits are being implemented.
In terms of the sales and profitability targets for the coming years Board ofDirectors of the Company proposed to modify the plant capacity as under:
Phase I Expansion:
Capacity in MTPA
PERSONNEL INDUSTRIAL RELATIONS AND MARKETING
The Company's HR philosophy is to establish and build a high performing organizationwhere each individual is motivated to perform to the fullest capacity: to contribute todeveloping and achieving individual excellence and departmental objectives andcontinuously improve performance to realize the full potential of our personnel.Industrial relations have remained harmonious throughout the year.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
AWARD AND RECOGNITIONS
During the year Company has not received any award.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2018 till the date ofthis Report. Further it is hereby confirmed that there has been no change in the natureof business of the Company. However after approval of the Scheme of Amalgamation as aboveall the assets and liabilities of the Transferor Companies shall be transferred to theCompany.
Significant and material orders passed by the regulators / courts / tribunals impactingthe going concern status and the Company's operations in future.
As such there is no significant and material order by the regulator/court/tribunalsimpacting the going concern status and the Company's operation in future.
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
CHANGE IN SHARE CAPITAL
There is no change in Share Capital during the year under Report.
INTERNAL FINANCIAL CONTROLS
Your Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting are operating effectively based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol. Your Company had laid down guidelines policies procedures and structure forappropriate internal financial controls across the Company. These control processes enableand ensure the orderly and efficient conduct of company's business including safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation & disclosure of financial statements.Review and control mechanisms are built in to ensure that such control systems areadequate and operating effectively. The Audit Committee evaluated the internal financialcontrols based on the following criteria:
1. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorisation. There are well-laid manuals for suchgeneral or specific authorisation.
2. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.
3. Access to assets is permitted only in accordance with management's general andspecific authorisation. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.
4. The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to any differences if any.
5. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.
A report on the internal financial controls under clause (i) of sub-section 3 ofSection 143 of the Companies Act 2013 issued by M/s. ALPS & Co. CharteredAccountants Statutory Auditors of the Company is attached with their IndependentAuditor's report and the same is selfexplanatory.
Effective steps are taken by the Management to enable continuous monitoring of leadcontrol indicators and action taken towards correcting identified gaps. Respectivefunctions have been trained and equipped to enable continuous monitoring of exceptions bythemselves to reduce surprises and enable corrective action on timely and regular basis.
Your Company has a robust financial closure selfcertification mechanism wherein theline managers certify adherence to various accounting policies accounting hygiene andaccuracy of provisions and other estimates.
PARTICULARS OF LOANS/ADVANCES/ INVESTMENTS AS REQUIRED UNDER SCHEDULE V OF THE LISTINGREGULATIONS
The details of related party disclosures with respect to loans/advances/investments atthe year end and maximum outstanding amount thereof during the year as required under PartA of Schedule V of the Listing Regulations have been provided in the notes to theFinancial Statements of the Company.
There have been no frauds reported by the Auditors of the Company to the AuditCommittee or the Board of Directors under sub-section (12) of section 143 of the CompaniesAct 2013 during the financial year
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the area of Health Education and ruraldevelopment eradicating hunger promoting health care and education. These projects arein accordance with Schedule VII of the Companies Act 2013 and the Company's CSR policy.The Report on CSR activities as required under the Companies (Corporate
Apart from the CSR activities under the Companies Act 2013 the Company continues tovoluntarily support various social initiatives details of which have been given on thisReport.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
ORDER OF SEBI NSE AND BSE LIMITED
Vide its order bearing no. SEBI/HO/ISD/ OW/P/2017/18183 dated August 07 2017 theSecurities and Exchange Board of India ("SEBI") has classified and included ourCompany amongst the list of suspected "331 Shell Companies" and shares of theCompany were shifted to Graded Surveillance Measures (GSM) VI category with effect fromAugust 08 2017. As a result of such order the shares of the Company were restrictlytraded since August 08 2017.
Company has filed various documents and papers to the SEBI National Stock Exchange ofIndia Limited ("NSE") and BSE Limited ("BSE") as per the requiredformat justifying them that our Company does not fall under the Suspected Shell Companiescategory.
In the interest of the investors the Company on November 23 2017 has preferred anAppeal before the Honorable Securities Appellate Tribunal ("SAT") to set asidethe order of SEBI as above and to normalize the trading in shares of the Company.
In this regard the Honorable SAT after hearing the appeal on November 29 2017 hasdisposed off the appeal by directing National Stock Exchange (NSE) to pass appropriateorder within a period of six weeks from November 29 2017 and the appeal as above wasdisposed of by Honorable SAT. During this period of six weeks an Independent Auditorappointed by NSE submitted its report on December 01 2017 making few observations all ofwhich were satisfactorily addressed by the Company. On December 15 2017 NSE also grantedan opportunity of personal hearing to the Company where the representatives of the Companysubmitted their representations and successfully answered to some queries raised by theExchange officials.
Since SEBI vide its letter bearing no. SEBI/HO/ISD/ ISD/OW/P/2017/26891 dated November02 2017 has delegated powers to stock exchanges to perform direct fact finding exerciseand dispose of the representations received by them directly from the Company NSE basedon such powers conferred to it by SEBI has revoked the actions envisaged in SEBI's letterdated August 07 2017 and the consequential actions taken by National Stock Exchange (NSE)and Bombay Stock Exchange (BSE) against Gallantt Metal Limited its promoters anddirectors.
Company no longer falls under the list of suspected "Shell Companies" andtrading in shares normalized w.e.f. January 01 2018. The Company placed on record itsappreciation towards SEBI NSE and BSE for revoking its earlier order dated August 072017 regarding suspected shell Company.
MANDATORY UPDATE OF PAN AND BANK DETAILS AGAINST YOUR SHARE HOLDING
Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April 2018shareholders whose ledger folios do not have/have incomplete details with respect to PANand Bank Account particulars are mandatorily required to furnish these details to theIssuer Company/RTA for registration in the folio. As per the records of the Company fewShareholders' folio needs to be updated with the PAN / Complete Bank Account details sothat the investments held by them are in compliance with the aforementioned circular.
Such Shareholders are hence requested to submit the following documents within 21 daysof receipt of this communication:
Enclosed Form duly filled in and signed by all the shareholders.
Self-Attested Copy of Pan Card of all the shareholders
Cancelled Cheque Leaf with Name (if name is not printed on cheque -self-attested copy of first page of pass book) of all the shareholders and
Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)
TRANSFER OF SHARES COMPULSORILY IN DEMAT MODE
As per amended Regulation 40(1) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 amended vide SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8 2018 effective from December 5 2018; securities of thelisted companies can be transferred (except in case of transmission or transposition) onlyin the dematerialized form.
In case any of the Shareholders have any queries or need any assistance in this regardplease contact;
The Board appreciates the commitment and dedication of its employees across all thelevels who have contributed to the growth and sustained success of the Company. We wouldlike to thank all our customers vendors bankers and other business associates for theircontinued support and encouragement during the year. We also thank the Government ofIndia Government of Gujarat and all Other Government Agencies for their support duringthe year and look forward to the same in the future.
On behalf of the Board
C. P. Agrawal
Date: August 11 2018