Govind Rubber Limited
Your Directors have pleasure in presenting the 33 Annual Report and Audited FinancialStatements of the Company for the year ended 31 March 2018.
| ||Rs.In Lakhs |
|Particulars ||2017-18 ||2016-17 |
|Sales and Operational Income (Gross) ||10911 ||21618 |
|Other Income ||134 ||48 |
|TOTAL INCOME ||11045 ||21666 |
|Net Profit/(Loss) before Dep. and Tax ||(3418) ||(941) |
|Depreciation ||259 ||342 |
|Profit before Tax ||(3677) ||(1283) |
|Tax Expenses ||- ||372 |
|Profit/(Loss) after Tax ||(3677) ||(911) |
|Balance brought forward ||(3877) ||(2966) |
|Balance carried forward to Balance Sheet ||(7555) ||(3877) |
REVIEW OF OPERATIONS:
Your Company has achieved a Gross Turnover and Operational Income of Rs. 10911 Lakhs ascompared to Rs. 21618 Lakhs in the previous year. The Net Loss before depreciation andtax is Rs. 3418 Lakhs as compared to Net Loss before depreciation and tax of Rs.941 Lakhsin the previous year. The Net Loss for the year stood at Rs.3677 Lakhs as compared to lossof Rs.911 Lakhs in the previous year.
Your Company is undertaking various efforts to increase the revenue and costrationalization measures to improve bottom-line of the Company.
DIVIDEND AND RESERVES:
As the company has incurred losses for the current financial year the Board ofDirectors does not recommend any payment of Dividend for the year under review.
During the year under review no amount was transferred to General Reserve.
NATURE OF BUSINESS
During the year there was no change in the nature of the Business.
The paid up equity share capital as at March 31 2018 stood at Rs.21.84 Crores dividedinto 21838462 Equity shares having face value of Rs. 10/- each fully paid up. Duringthe year under review the company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity shares. As on March 31 2018 none of theDirectors of the company hold instruments convertible into equity shares of the Company.
Your Company is making all its efforts to turn the tide in our favour and come out ofdifficult financial situation. The concern relating to working capital shortfall andoperational cost is being addressed by various techniques and methods to improve overallfinancial position of the company. The demand for standard product from overseas buyers isstrong and which are always of good margin and due to shortfall in the working capital ofthe Company there is drastic decrease in domestic and export sales.
AUDITORS AND AUDITORS REPORT:
Pursuant to Section 139(2) of the Act and the rules made there under the Members attheir 32 Annual General Meeting held on September 06 2017 had appointed M/s Songira &Associates Chartered Accountants (Firm Registration No. 128085W) as the statutoryAuditors of the company for a term of Five years Starting from the conclusion of 32 AnnualGeneral Meeting till the conclusion of 37 Annual General Meeting and M/s. Songira &Associates as Statutory Auditors of the Company. On 3 September 2018 Board of Directorshas appointed M/s. J. Singh & Associates as Statutory Auditors of the Company for aterm of Five years starting from the conclusion of 33 Annual General Meeting till theconclusion of 38 Annual General Meeting.
With respect to the aforesaid appointment the Company has received a certificate fromthe Statutory Auditors to the effect that ratification of their appointment if madewould be in accordance with the provisions of Section 141 of the Act.
The Statutory Auditors Report contains qualification with respect to consolidation ofaccounts of joint venture G. K. Co. Ltd. and Company has made various efforts to getfinancials of joint venture from the directors and officers of G. K. Co. Ltd. and due tonon availability of data management was unable to reach at fair value of investment madein joint venture. Further Board was unable to find suitable candidate for appointment ofdirector during the specified period.
As per the provisions of Section 148 of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2015 the Board of Directors of the Company has appointed M/s.K.G Goyal & Associates as Cost Auditors of the Company to conduct the cost Audit forthe financial year 2018-2019.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and TheCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s.GMJ & Associates Company Secretaries to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-A.TheSecretarial Report contains a qualification with respect to the Composition of the Boardand Board was unable to find suitable candidate for appointment of director.
BOARD'S COMMENTS ON EVERY QUALIFICATION RESERVATION OR ADVERSE REMARKS IN THE AUDITORSREPORT:
The Secretarial Report contains a qualification with respect to the Composition of theBoard.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
The Company adheres to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance practices and have implemented all the stipulationsprescribed. The Company has implemented several best corporate Governance Practices.
The Corporate Governance and Management & Analysis Report which form an integralpart of this Report are set out as separate Annexure B & C together with theCertificate from the Practicing Company Secretaries of the Company regarding compliancewith the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations2015.
To mark its global presence and cater the different geographies the Company has aJoint Venture GK Company Limited in South Korea. Due to unavailability of the financialstatements of Joint Venture with G K Company Ltd. South Korea the Company is unable tocomment on the same; however non-inclusion will not have any material impact on financialstatements of Company.
CONSOLIDATED FINANCIAL STATEMENT:
The Company has not prepared consolidated financial statements due to unavailability ofthe financial statements of its Joint Venture with GK Company Ltd. - South Korea for theyear under review. However this non-inclusion will not have any material impact onFinancial Statements of the company.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 loss of the company for that period;
(c) The directors had 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 had prepared the annual accounts on a going concern basis; and
(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 systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149
The independent directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in subsection(6).
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder section 92 of the Companies Act 2013 is included in this report as Annexure-D
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board made the following appointments/re-appointments based on the recommendationsof the Nomination and Remuneration committee:
The Board has appointed Mr. Jitendra Yadav as Additional Director (Independent) w.e.f.27.12.2017 to hold the Office up to conclusion of the 33 Annual General Meeting to be heldon 29 September 2018. The Board has appointed Mr. Suresh Jogani as Chief ExecutiveOfficer on 30.05.2018.
The Board has appointed Mr. Sourav Tapaswi and Mrs. Mayuri Kapadia as AdditionalDirectors (Independent) w.e.f. 30.03.2018 to hold the Office up to conclusion of the 33Annual General Meeting to be held on 29th September 2018.
Ms. Kumud Manseta Independent Director has resigned from the company with effect from13.09.2017 Mr. Rahul Poddar Managing Director has resigned from the company with effectfrom 19.09.2017 Mr. Sanjiv Rungta Independent Director has resigned from the companywith effect from 23.12.2017. Mr. Keshav Purohit Company Secretary and Mr. Sajjan KumarBawri Chief Financial Officer has resigned from their respective posts from 29.12.2017and 10.01.2018 respectively. The Board places on record its appreciation for the servicesrendered by them during their tenure with the Company.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the performance evaluation of the Chairmanwas carried out by the Independent Directors in their separate meeting who also reviewedthe performance of the Board as whole.
The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board Structure and Composition effectiveness ofBoard process information and functioning.
The Directors were evaluated on aspects such as attendance and contribution at Board /Committee Meetings and guidance / support to the management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on Key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement of allBoard Members.
Evaluation of Independent Directors was done by the entire Board.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of familiarization program are available on our website(www.grltires.com/investor-relation.html).
NUMBER OF MEETINGS OF THE BOARD:
During the year ended March 31 2018 Six Board Meetings were held.
The Details of the number of Meetings of the Board held during the Financial Year2017-18 forms part of the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 includes an Ethics & Compliance Task Force comprising seniorexecutives of the Company. The details of the Policy on Vigil Mechanism and Whistle BlowerPolicy is explained in the Corporate Governance Report and also posted on the website ofthe Company.
NOMINATION AND REMUNERATION POLICY:
The Board of Directors has re-constituted the Nomination and Remuneration Committee on27.12.2017.The Nomination and Remuneration committee has framed the Nomination andRemuneration Policy and broad parameters are mentioned in Corporate Governance Reportsection and also available on our website (www.grltires.com/investor-relation.html).
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were atarm's length basis and were in the ordinary course of business and the audit committeegranted omnibus approval for the transactions (which are repetitive in nature) and thesame was reviewed by the audit committee and the Board of Directors. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. All Related Party Transactions areplaced before the Audit Committee and also before the Board for approval and details ofrelated party transaction is given in Annexure - E.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provisions of section 135 of Companies Act 2013 the company has constitutedthe Corporate Social Responsibility Committee (CSR).
The Corporate Social Responsibility (CSR Committee) has formulated and recommended tothe Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activitiesto be undertaken by the Company which has been approved by the Board. The Annual reporton CSR activities in accordance with the Companies (Corporate Social Responsibilitypolicy) Rules 2014 is set out as Annexure - H forming part of this Report.
COMPOSITION OF AUDIT COMMITTEE AND OTHER DISCLOSURES:
The Composition of the Audit Committee has been given in Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES:
Particular of remuneration paid to the employees as required pursuant to Section 197read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are furnished in Annexure - G.
INDIAN ACCOUNTING STANDARDS (IND AS)
The company has adopted Indian Accounting Standards (Ind As) with effect from 1 April2017 pursuant to Ministry of Corporate affairs notification of the Companies (IndianAccounting Standards) Rules 2015.
The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE011C01015. Shareholders therefore are requested to take full benefitof the same and lodge their holdings with Depository Participants [DPs] with whom theyhave their Demat Accounts for getting their holdings in electronic form.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode has been posted on the Company's website www.grltires.com.All the Board Members andSenior Management Personnel have confirmed compliance with the Code.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 and there was no outstanding deposit as on 31 March 2018.
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 was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has constituted an Internal Complaint Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was made before the Committee.
ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at the Plant.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 ofthe Companies Act 2013 regarding Conservation of Energy Technology Absorption andForeign Exchange Earning and Outgo read along with the Companies (Accounts)Rules 1988 isgiven in Annexure-F of the report
The Securities of the Company is listed on the Bombay Stock Exchange Mumbai.
Your Directors take this opportunity to place on record their warm appreciation andacknowledge with gratitude the assistance cooperation and support extended to yourCompany by bankers clients employees as well as the investing community and look forwardto their continued support.
| ||For and on Behalf of the Board of Directors |
| ||Jitendra Yadav ||Vinod Poddar |
|Place: Mumbai ||Director ||Executive Chairman |