Gokaldas Exports Ltd
Directors Reports
Dear Members,
Your Directors' have the pleasure of presenting the Twentieth
Annual Report on the business and operations of the Company
("Gokaldas Exports Limited" or "GEX" or
"Company"), together with the audited standalone and Consolidated Financial
Statements for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
Company's financial highlights for the year ended March 31, 2023
are summarized below:
Foreign currency exposure |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
2,221.09 |
1,789.09 |
2,222.20 |
1,790.32 |
Other Income |
30.57 |
10.95 |
25.03 |
10.69 |
Profit Before Interest, Tax and Depreciation |
299.88 |
214.98 |
295.81 |
216.19 |
Profit Before Tax before exceptional item |
203.77 |
116.73 |
198.34 |
117.03 |
Exceptional item |
6.05 |
- |
6.05 |
- |
Profit Before Tax after exceptional item |
209.82 |
116.73 |
204.39 |
117.03 |
Profit After Tax |
178.40 |
116.73 |
172.97 |
117.08 |
COMPANY'S PERFORMANCE
Your Company has had a resilient year 2023, posting a strong financial
performance, robust revenue, and profit growth year on year. The current year's
performance reflects the committed effort of our senior leadership team and is a testament
to our dedicated working force and their unwavering commitment to excellence which
propelled us to new heights, delivering outstanding results in a challenging market
environment globally.
On the business front, during the year, your Company tried to instill a
high-performance, purpose-led culture in the organization to work as one team which
resulted in continued outperformance with very strong like-for-like revenue growth and
consistently operating margin improvement in each quarter in a row. The year started with
strong revenue and profit growth resulting from a robust order book and effective capacity
utilization. The second half of the year saw muted volume in line with market conditions
as major brands were consciously liquidating excess inventory holdings and dealing with a
sluggish retail market.
Your Company managed the operation very well and consistently grew its
operating margin, and delivered improved profit after tax quarter on quarter. Our ability
to effectively balance capacity with orders on hand and execution excellence played very
well in delivering 25% revenue growth, of which 22% was volume and mix driven and 48% net
profit year on year when, as a matter of reference, the Indian apparel exports for the
financial year 2023 grew by about 1%.
During the year, your company has added incremental revenue from
operations of ` 431.9 Crores resulting from deeper engagement and relationships with
customers. Also, happy to witness that this growth has come with consistent improvement in
the operating margin which has increased by 1.2% from 12% in the year 2021-22 to 13.2% in
the current year. It has delivered a net profit after tax of ` 173 Crores witnessing a
commendable growth of about 48% compared to ` 117 Crores in the year 2021-22. Your company
generated cash from operation without working capital changes of about
` 296 Crores during the year securing a healthy financial base for the
company.
During the year, your Company has invested ` 38 Crores on the existing
facilities in modernization and upgradation of machinery for productivity and ensured
optimal utilization of capacity, while never losing sight of customer delivery metrics,
emerging as an indispensable part of the global value chain. These investments are
expected to increase revenue and improve operational productivity. Overall, on a
consolidated basis, your Company has incurred a capital expenditure of ` 135 Crores during
the year Your Company completed setting up a new manufacturing facility in Madya Pradesh
and the project work in Tamil Nadu is progressing well.
Your company's gross borrowing has reduced by ` 28 Crores YoY and
adjusting the cash on hand, fixed deposits, and investments in liquid mutual funds, the
company has a net cash surplus of ` 333 Crores, compared to net cash of ` 119 Crores as of
March 31, 2022. Hence, your company continues to be a zero net-debt company. On the
working capital front, the net current assets (excluding short term investment, cash, cash
& cash equivalents and short-term borrowing) were reduced by ` 134 Crores majorly due
to a reduction in inventory holding since a higher inventory was held in March 2022. The
company has a strong liquidity position that is sufficient to meet its current
obligations. Other receivables were reduced due to the realization of export incentives
during the year.
Your Company's long-term strategic objective is to create value
for its shareholders, employees, and business partners by delivering quality products, and
excellence in customer relationships, and will continue to remain focused on these
initiatives for sustainable profitable growth.
BUSINESS ENVIRONMENT
The retail apparel sales in the US have witnessed good traction during
the year and continue to grow, albeit at a moderating pace. However, the demand in the EU
has faced challenges due to high inflation resulting from the unresolved war conflict
between Russia and Ukraine. On the other hand, the reopening of the Chinese economy after
a brief COVID lockdown is aiding apparel demand, although at a slower pace. The sharp
hikes in interest rates by central banks across economies to contain high inflation are
expected to weigh on consumers' disposable income, thereby impacting consumer demand.
Brands, on the other hand, continue to liquidate their high inventory holdings and are
planning to moderate their purchase plans to align with market demand conditions. This has
resulted in lower imports by major importing countries like the US and EU, consequently
impacting apparel exports from major apparel-exporting nations.
Nevertheless, the long-term industry structure remains positive, with
increasing emphasis by brands on the China plus one sourcing strategy, suppliers
consolidation, and partnerships with ESG-compliant suppliers. Domestically, the central
government's key policy initiatives, such as the continuation of the RoSTCL till
2024, the PLI Scheme, MITRA, and the proposed replacement of TUFS with a new Scheme of
Textiles Technology Development Scheme (TTDS), will certainly augur well in the long run.
Various Indian state governments are also giving a policy push to the textile and apparel
sector through attractive incentive schemes, leading to job creation among locals. In
addition, the Indian government is actively pursuing bilateral trade agreements with
potential countries, which will further boost the industry. The successful conclusion of
FTAs with the UAE and Australia and the last stage discussions with the UK indicate
positive prospects. Furthermore, plans to launch trade discussions with 16 new nations and
enhance agreements with diverse countries such as the European Union, the United States,
Canada, and South Korea will favor the industry even more in the long term.
DIVIDEND
The Board of Directors of the Company at their meeting held on May 25,
2023 have recommended a final dividend of
` 1/- (Rupee one) per Equity share (20% of the face value of ` 5/- per
Equity Share) for the financial year 2022-23, subject to approval of the shareholders at
the ensuing Annual General Meeting. The Dividend, if approved will be paid to the
shareholders who are holding shares as on the Record date i.e September 13, 2023.
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend
Distribution Policy duly approved by the Board is available on
https://www.gokaldasexports.
com/wp-content/uploads/2022/08/Dividend-Distribution-Policy.pdf.
TRANSFER TO RESERVES
No amount is transferred to the Reserves during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, the Board has appointed Mr. George Varughese, Ms. Rama
Bjiapurkar, Mr. Shivanandan Ashoke Dalvie as Additional Directors in the capacity of
Independent Directors of the Company and Mr. Sundararajan Poorana Seenivasan as Executive
Director, with effect from October 27, 2022. Requisite approvals from the Shareholders for
these appointments as per the requirement of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") were obtained vide
postal ballot notice dated October 27, 2022.
In the opinion of the Board, the Independent Directors appointed during
the year possess requisite integrity, expertise, experience and proficiency.
Mr. Gautham Madhavan, Non-Executive Director has resigned from the
Directorship of the Company with effect from October 27, 2022. Mr. Richard Saldhanha,
Chairman and Independent Director and Ms. Anuradha Sharma, Independent Director have
retired from the Directorship of the Company with effect from November 28, 2022 and
February 07, 2023 respectively, after the completion of their respective term as
Independent Directors.
In view of the retirement of Mr. Richard Saldanha as Director of the
Company, Mr. Mathew Cyriac, Non-Executive, Non-Independent Director has been appointed as
the Chairman of the Board with effect from November 29, 2022. Mr. Sivaramakrishnan
Ganapathi, Managing Director of the Company has been elevated as Vice Chairman and
Managing Director with effect from October 27, 2022.
Ms. Shrithee M.S, Company Secretary and Compliance Officer has resigned
with effect from November 11, 2022 and Mr. Gourish Hegde has been appointed as the Company
Secretary and Compliance Officer of the Company with effect from February 10, 2023.
As on the date of this report, Ms. Pavitra Rajaram has joined as an
Independent Director with effect from April 26, 2023. The shareholders of the Company have
approved her appointment through postal ballot on July 01, 2023.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
following are the Key Managerial Personnel of the Company as on March 31, 2023:
Name |
Designation |
1 Mr. Sivaramakrishnan Ganapathi |
Vice Chairman & Managing Director |
2 Mr. Prabhat Kumar Singh |
Whole-Time Director |
3 Mr. Sathyamurthy. A |
Chief Financial Officer |
4 Mr. Gourish Hegde |
Company Secretary |
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(3)(c) of the Companies Act, 2013, the Board
of Directors of the Company confirms and submits that: i. in the preparation of the annual
accounts, the applicable Accounting Standards have been followed and there have been no
material departure;
ii. the selected accounting policies were applied consistently and the
judgments and estimates made are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2023 and of the profits of the
Company for the year ended on that date;
iii. proper and sufficient care has been taken 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;
iv. the annual accounts have been prepared on a going
concern' basis;
v. adequate system of internal financial controls has been laid down
and the said system is operating effectively; and
vi. proper systems to ensure compliance with the provisions of all
applicable laws have been devised and such systems were adequate and are operating
effectively.
EVALUATION OF THE BOARD'S PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 and the
applicable provisions of the Listing Regulations, the Annual Performance Evaluation was
carried out for the financial year 2022-23 by the Nomination & Remuneration Committee
in respectofBoard'sperformance,theDirectorsindividuallyaswell as the evaluation of
the working of its Audit, Nomination and Remuneration, Stakeholders' Relationship,
Risk Management and Corporate Social Responsibility Committees.
A structured questionnaire covering various aspects of the Board's
functioning was circulated to the Directors. The criteria for evaluation of Independent
Directors included attendance at the meetings, Interpersonal skills, Independent
judgement, knowledge, contribution to strategy, risk management, compliance framework,
etc. The Directors expressed their satisfaction with the evaluation process.
DECLARATION BY THE INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
the Independent Directors have submitted declarations that each of them meets the criteria
of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules
made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
NUMBER OF MEETINGS OF THE BOARD
Meetings of the Board were held at regular intervals with a time gap of
not more than 120 days between two consecutive Meetings. During the financial year, 6(Six)
meetings were held on April 18, 2022, April 29, 2022, July 22, 2022; August 26, 2022,
October 27, 2022, February 10, 2023. The details of Directors & their attendance
during the Financial year 2022-23 have been disclosed in the Corporate Governance
Report, which forms part of this report.
COMMITTEES OF THE BOARD
In compliance with the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a
set of committees with specific terms of reference and scope to deal with specified
matters expediently. Presently, the Board has following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The Composition of each of the above Committees, their respective roles
and responsibilities are as detailed in the report on Corporate Governance.
SHARE CAPITAL
During the year the Company has allotted 16,01,000 equity shares under
Employee Stock Option Scheme-2010 and Restricted Stock Unit Plan-2018. Except to this,
there were no changes in the paid up capital of the Company.
As on March 31, 2023, the Authorized Share Capital of the Company was `
32,50,00,000/- (Rupees Thirty Two Crores Fifty Lakhs) divided in to 6,50,00,000 Equity
shares of
` 5/- (Rupees five only) each and Paid up Share Capital was
` 30,28,89,970/- (Rupees Thirty Crores Twenty Eight Lakhs Eighty Nine
Thousand Nine Hundred Seventy Only).
QUALIFIED INSTITUTIONAL PLACEMENT
The Company had raised funds aggregating to
` 2,99,99,99,898/- pursuant to Qualified Institutional Placement by
issuing of 15,424,164 equity shares of ` 5/- each fully paid at an issue price of `
194.50/- per equity share (including a premium of ` 189.50/- per equity share) on October
07, 2021.
As on March 31, 2023, the amount raised through Qualified Institutional
Placement has been fully utilized towards repayment or prepayment of borrowings, financing
working capital requirements and investment in new line of business, which are in line
with the objectives of which the funds were raised, as per the placement document and
there has been no deviation or variation in the use of proceeds of funds.
Statutory Reports
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING
RIGHTS AND/OR ISSUE OF SWEAT EQUITY SHARES
During the financial year under review, the Company has not issued any
Shares with Differential voting Rights and/or Sweat Equity Shares.
CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of business during the financial
year.
DEPOSITS
During the year under review, the Company has not invited or accepted
any deposits from the public under section 76 of the Companies Act, 2013 and Rules made
there under. Also, the Company has not accepted any unsecured loan from the Directors of
the Company and/or relatives of the Directors during the year as per the Companies
(Acceptance of Deposits) Second Amendment Rules, 2015.
MATERIAL CHANGES
No material changes or commitments have occurred between the end of the
financial year and the date of this report which affects the financial statements of the
Company in respect to the reporting year.
SUBSIDIARY COMPANIES
As on March 31, 2023, the Company has the following 6 (six) subsidiary
Companies: i. All Colour Garments Private Limited ii. SNS Clothing Private Limited iii.
Vignesh Apparels Private Limited iv. Gokaldasexports Acharpura Private Limited v. Sri
Susamyuta Knits Private Limited vi. Gokaldas Exports FZCO, Dubai
As on the date of this Report, the Company has incorporated
Gokaldas Exports Corporation' in Delaware State, U.S.A and Nava Apparels
L.L.C-FZ' in Dubai, UAE 2023 on April 14, 2023 and May 01, 2023 respectively.
A separate statement in Form AOC-1 is given as Annexure I, which
contains the salient features of the financial statement of Subsidiaries. The financial
statements and related documents of the Subsidiary Companies will be kept open for
inspection at the Registered Office of the Company. The aforesaid documents will also be
made available to the Members of the Company upon receipt of written request from them.
Also, the financial statements of the subsidiary Companies are available on the website of
the Company at https://www.gokaldasexports. com/investors/.
EMPLOYEE STOCK OPTION PLAN
The Company has three Employee Stock Option Plans in force presently.
Details of the same are given below:
I. Employee Stock Option Scheme 2010
The Company has introduced the Employee Stock Option Scheme 2010
("ESOS-2010/Scheme") in accordance with the SEBI (Employees Stock Option Scheme
and Employees Stock Purchase Scheme) Guidelines 1999. The shareholders of the Company at
the Annual General Meeting held on September 17, 2010 had approved the Scheme. The Company
can issue not more than 17,18,800 options convertible into 17,18,800 equity shares of face
value of ` 5/- each under this Scheme.
During the year the Company has not granted any options under ESOS-2010
to its employees and 4,65,000 Equity shares of ` 5/- each were allotted to the employees
who have exercised their options. As on March 31, 2023, the Company has allotted 12,28,330
equity shares under this scheme.
II. Restricted Stock Unit Plan 2018
The Company has introduced the Restricted Stock Unit Plan 2018
("RSU-2018") in accordance with the Companies Act, 2013 and the rules framed
thereunder, SEBI (Share Based Employee Benefit) Regulations, 2014. The shareholders'
have approved the scheme on August 26, 2018. Pursuant to the approval, the Board has been
authorized to offer, issue and allot stock options to eligible employees of the Company
and its subsidiary Companies to the extent of 21,33,040 equity shares of face value of `
5/- each.
During the year no fresh options were granted under RSU-2018 and
11,36,000 Equity shares of `5/- each were allotted to the employees who have exercised
their options. As on March 31, 2023, the Company has allotted 18,41,500 equity shares
under this scheme.
III. Employee Stock Option Plan 2022
The shareholders have approved the GEL Employee Stock Option Plan 2022
("ESOP 2022") on April 03, 2022. Pursuant to the approval, the Nomination and
the Remuneration Committee and the Board has been authorized to offer, issue and allot
stock options to eligible employees of the Company and its subsidiary Companies under ESOP
2022. The maximum number of shares under the ESOP 2022 shall not exceed 30,00,000 equity
shares. During the year 30,00,000 options were granted to the eligible employees.
Disclosures pursuant to Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 on all the employee stock option plans is given as Annexure
II to this report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2023 is available on the Company's website at
https://www.gokaldasexports.com/investors/.
SAFETY, HEALTH, ENVIRONMENT
We, as a responsible manufacturer, are committed to take adequate
measures related to environment, employee health and safety in developing, manufacturing,
storing, handling and distribution of our products. It is our responsibility to provide a
workplace free from accidents, injuries and exposure to hazardous substances, conserve
natural resources and prevent pollution to protect the environment.
Besides, as a constructive partner in the communities in which it
operates, the Company has been taking concrete actions to realize its social
responsibility objectives, thereby building value for its various stakeholders. We respect
human rights, value our employees, and invest in innovative technologies. In the past the
Company has supported innumerable social and community initiatives and continues to do the
same.
Some of the key initiatives taken by the Company are:
Environment:
1. HIGG FEM 3.0 certification and validation by third party completed
in a phased manner for all our units. The Higg Index measures environmental
(energy/greenhouse gas emissions; water; wastewater/effluent; air emissions; waste; and
chemicals management) and social impacts across the life cycle of an apparel product. This
will lead to consistent monitoring and reduction of environmental impact across units. The
Company has achieved overall 89% score in Environment management system (Higg FEM) over
previous year of 81% (Score enhanced by 8%).
2. Installed ZLD project (Zero Liquid Discharge) using state of art
technology and we are successfully recycling more than 90% of waste water and reused for
the laundry processes.
3. Upgradation of latest technology laundry machines having Low liquor
ratio (1:5) and E-Flow machines to reduce water & chemical consumption and thereby
reduction of pollutants loads on environment.
4. Rain water harvesting tanks have been augmented and used to increase
ground water recharge also reusing to reduce fresh water demands
5. The Company is adhering to 100% compliance w.r.t ZDHC MRSL
guidelines. All chemicals used in laundry, Dying & Printing operations are sourced
from ZDHC recognized suppliers. Also the Company is using waterborne paints for printing
operations wherein VOC's have been drastically reduced and improved environment
conditions.
6. Company has invested in upgrading the machineries that are more
energy efficient and will enhance our Productivity, Quality and ultimately save more on
energy, water and chemical consumptions.
7. Installed Roof Top solar panel at one of our units and achieved CO2
offset of 545 tonnes/annum and plan of extending to other units in coming months.
8. Replaced florescent lights across factories with LED lights for
reducing energy consumption, Installed VFD's for optimum utilisation of energy
thereby leading to carbon footprint reduction.
Health & Safety:
1. Achieved Zero Reportable accidents at all our factories.
2. Conducted periodical training and awareness to employees on Health
& Safety, Personal Hygiene & Emergency Preparedness
3. Inducted 2 New ambulances equipped with the latest infrastructure to
support any medical emergency at our units.
4. Enhanced illumination and ventilation across all our factories to
enhance good ambient air for promoting healthy working environment.
5. Enhanced ergonomic standards for workstation to reduce Musculo
Skeletal Disorders among workmen.
6. Enhanced CCTV coverage area at all factories to strengthen our
surveillance system.
7. Upgraded Fire Hydrant with sprinkler system and Centralised Fire
Control Panel to enhance fire safety.
8. Undergone LABS (Life and Building Safety) audit program at most of
our factories to enhance our Health & Safety programs (Structural, Electrical &
Fire Safety).
9. Augmentation of existing STP, Installation and commissioning of new
STPs to ensure water is scientifically treated and reused in order to reduce environmental
impact
Employee Engagement:
1. Workplace Cooperation Program(WCP): WCP is a programme
involving Management of the unit and office bearers of Works Committee. It is endeavored
towards fostering enhanced working relationship in the factory premises.
2. Personal Advancement and Carrier Enhancement (PACE):
PACE, a flagship Women Empowerment Programme, is being implemented in 11 units of the
Company.
3. Prevention of Sexual Harassment training (Workers) (PoSH):
It is an awareness program to prevent sexual harassment of women and also to make aware of
the mechanism available to each one in case an employee wishes to file such cases.
4. Supervisory Skills Training (SST): Through SST, a
supervisor is better equipped to understand dynamics of the batch in terms of employee
behaviour and delivery of shipment in full.
5. Women Supervisor Development Programme: To empower women,
Women Supervisor Development Program started in factories. This program aims to identify,
train and handhold potential women workers for taking up supervisory role, thereby
promoting gender equity among supervisory staff.
6. Workshop for Quality Department: The programme aims to
sharpen the evaluation skills of checkers. It also helps the participants to understand
their own understanding of quality against the customer demand.
7. Women Wellbeing: It covers a range of programmes like
health & hygine, awareness for pregnant women, etc.
8. E- Learning for Industrial Engineers: E-Learning modules
aims to enhance the skill of Industrial Engineers in IE Tools, Lean and dynamics and shop
floor.
9. Sankalpa: A unique gamified program titled
"Sankalpa"driven across factories where employees are identified and rewarded
for exhibiting right behaviors at workplace. This has resulted in increased overall
productivity and improved employee morale.
10. Each of the internal committee members are taken through a
training programme to better equip them on their roles and responsibilities for better
discharge of duties.
11. Trends in Textile & Yarn: Organized to upgrade knowledge in
latest happenings in the field.
12. First Aid & Safety Training: Each employee at the Company
is trained in First Aid Safety.
13. Lean & 5S: Through the training on Lean & 5S each
employee of the Company is being lead towards waste reduction through the involvement of
every individual employee.
14. Technical training for Industrial Engineers: The sessions
included tools and techniques in IE, Library creation, data sharing & standardization
of SAM & operation.
The organizational social policy and process has been upgraded in
alignment with SLCP (Social & Labour Convergence Program) securing 87% in the current
as opposed to 83% in the previous year which indicates the social and labour compliance
standards are high when it comes to employee wellbeing, social equity, better working
condition in the Company.
CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of
Corporate Governance. The Directors adhere to the standards set out by the Securities and
Exchange Board of India's (SEBI) Corporate Governance practices.
In terms of Regulation 34(3) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, Management
Discussion & Analysis Report, and the Practicing Company Secretary's Certificate
regarding Compliance with Corporate Governance requirements are given separately, which
forms part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In compliance with Regulation 34 of the SEBI Listing Regulations, a
section on the Business Responsibility and Sustainability Report, describing the
initiatives taken by the Company from an environmental, social and governance perspective
is given separately, which forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate
section on Management Discussion and Analysis Report is annexed to this Directors'
Report.
AUDITORS & AUDIT REPORT
A. Statutory Auditor
The Shareholders of the Company at the 15th Annual General
Meeting (AGM) held on September 18, 2018 had appointed M/s. MSKA & Associates,
Chartered Accountants (ICAI Firm registration number: 105047W) as the Statutory Auditors
of the Company for a period of five consecutive years from the conclusion of 15th
Annual General Meeting of the Company till the conclusion of 20th Annual
General Meeting to be held in the year 2023. The term of M/s. MSKA
& Associates, Chartered Accountants, as Statutory Auditors of the
Company will conclude from the close of the ensuing AGM of the Company.
In this connection, the Board of Directors of the Company, based on the
recommendation of the Audit Committee, at its meeting held on August 07, 2023, has
re-appointed M/s. MSKA & Associates, Chartered Accountants (ICAI Firm registration
number: 105047W) as the Statutory Auditor of the Company to hold office for a second term
of five consecutive years from the conclusion of the 20th AGM till the
conclusion of the 25th AGM to be held in the year 2028, subject to the approval
of the shareholders at the ensuing AGM. Relevant resolution and further details are given
in the notice convening the 20th AGM.
Audit report
During the year, there are no qualifications or adverse remarks in the
Statutory Auditors' Report which require any explanation from the Board of Directors.
The Statutory Auditors have expressed an unmodified opinion in the audit reports in
respect of the Audited standalone and consolidated Financial Statements for the financial
year ended March 31, 2023.
The statutory Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Companies Act, 2013.
B. Secretarial Audit
Pursuant to the Provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed Mr. Nagendra D Rao, Practicing Company Secretary (CP NO:7731, FCS:
5553) to undertake the secretarial audit of the Company for the financial year 2022-23.
The Secretarial Audit Report is issued by Mr. Nagendra D Rao is annexed
as Annexure III to this Report. The Report does not contain any qualification,
reservation or adverse remark.
Cost records and cost audit
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to
the Company.
CONSERVATIONOFENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
In pursuance of the Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings in such manner as prescribed under Rule 8(3) of the Companies
(Accounts) Rules, 2014, the particulars of the same are provided in the Annexure IV
to this Report.
RELATED PARTY TRANSACTIONS
All related party transactions, that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business. There were no materially significant Related Party Transactions made by the
Company during the year that required shareholders' approval under Regulation 23 of
the SEBI Listing Regulations.
The Company presents a statement of all related party transactions
before the Audit Committee. Prior omnibus approval of the Audit Committee has been
obtained for the transactions which are of foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted along with a
statement giving details of all related party transactions is placed before the Audit
Committee.
Further there are no materially significant related party transactions
during the year under review made by the Company with promoters, Directors, Key Managerial
Personnel or designated persons which may have a potential conflict of interest with the
Company at a large. Details of transactions with Related Parties as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given
in Annexure V in Form AOC - 2.
The Company's Policy for dealing with Related Party Transaction is
available at the Company's website at https:// www.gokaldasexports.com/policies/.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT
In Terms of Section 134 of the Companies Act, 2013, the particulars of
Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 is detailed
in Notes to Accounts of the Financial Statements.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy on prevention, prohibition and
Redressal of Sexual Harassment and Non-discrimination at work place in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees (permanent, contractual temporary, trainees) are
covered under this policy. An Internal Complaints Committee (ICC) was set up to redress
complaints received regarding sexual harassment and discrimination at work place.
During the year, no complaint of sexual harassment was received.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. Internal Audit is carried
out in a programmed way and follow up actions were taken for all audit observations.
REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation
19 of SEBI Listing Regulations, the Nomination
& Remuneration Committee is responsible for formulating criteria
for determining qualification, positive attributes and independence of a Director. The
Nomination & Remuneration Committee is also responsible for recommending to the Board
a policy relating to remuneration of Directors, Key Managerial Personnel and other senior
employees.
In line with this, Board has adopted Remuneration Policy for Directors,
Key Managerial Personnel and other senior employees of the Company. The copy of the policy
is available on the Company's website https://www.gokaldasexports.com/policies/
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy for addressing the
requirements of risk identification, risk assessment, risk mitigation plans etc., of the
Company. In terms of Regulation 21 of the SEBI Listing Regulations, the Board of Directors
have formulated a policy on Risk Management which can be accessed from the Website of the
Company at https://www.gokaldasexports.com/policies/.
PARTICULARS OF EMPLOYEES
Information required pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as Annexure VI to this report.
The information required pursuant to Section 136(1) of the Companies
Act, 2013, the Report of the Board of Directors is being sent to all the shareholders of
the Company excluding statement prescribed under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Statement is available for
inspection by the shareholders at the registered office of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors of the Company has constituted a Corporate Social Responsibility
Committee.
The Corporate Social Responsibility Policy in line with the requirement
of the Companies Act, 2013, as formulated by the Corporate Social Responsibility Committee
and approved by the Board of Directors is available on the Company's website at
https://www.gokaldasexports.com/policies/.
The Company has been carrying out its CSR activities through
"Gokaldas Exports Charitable Foundation" (the "Foundation"). The
Company contributes the amount required to be spent by the Company every year to the
Foundation and the Foundation would identify and implement the projects as per the
Corporate Social Responsibility Policy of the Company.
The details of the CSR activities undertaken by the Company through the
Foundation during the year are set out in Annual Report on Corporate Social Responsibility
(CSR) as required under Companies (Corporate Social Responsibility Policy) Rules, 2014,
which is annexed as Annexure VII.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil mechanism and has established a Whistle Blower
Policy, as per the requirement of the Companies Act, 2013 and the SEBI Listing
Regulations, to enable all employees and the Directors to report in good faith any
violation of the policy. The Audit Committee of the Board oversees the functioning of
Whistle Blower Policy. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee. The Whistle Blower Policy is available on the website of
the Company at https://www. gokaldasexports.com/policies/.
OTHER DISCLOSURES
a) The Company has complied with the applicable Secretarial Standards
relating to Meeting of the Board of Directors' and General Meetings'
during the year.
b) There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
c) There are no proceedings initiated/pending against the Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
ACKNOWLEDGEMENTS AND APPRECIATION
The Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners and associates, financial institutions
and the Central and State Governments for their consistent support and encouragement to
the Company. I am sure you will join our Directors in conveying our sincere appreciation
to all employees of the Company for their hard work and commitment.
|
For and on behalf of the Board of Directors
of |
|
Gokaldas Exports Limited |
|
Sd/- |
|
Mathew Cyriac |
Place: Bengaluru |
Chairman |
Date: August 07, 2023 |
DIN:01903606 |
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