Girdharilal Sugar & Allied Industries Ltd
Directors Reports
Dear Shareholders,
Your Directors are pleased to present the Thirtieth (30th) Annual
Report and the Audited Financial Statements for the financial year ended 31st March, 2019.
1. Financial Highlights
The financial statements of the Company have been prepared to comply
with the Indian Accounting Standards (‘Ind AS'), including the rules notified
under the relevant provisions of the Companies Act, 2013. Upto the year ended March 31,
2019, the Company has prepared its financial statements in accordance with the requirement
of Indian Generally Accepted Principles (‘GAAP'), which include standards
notified under the Companies (Accounting Standards) Rules, 2006 and considered as
"Previous GAAP". These financial statements are the Company's first Ind AS
standalone financial statements. Company's financial statements are presented in
Indian Rupees (INR) which is also its functional currency.
The highlights of the financial results of the Company for the year
ended 31st March, 2019 (IND AS Complaint) is summarized below
| Particulars |
2018-2019 |
2017-2018 |
| Sales, Interest and other receipts |
3759 |
4661 |
| Gross Pro t before financial cost & Depreciation &
Exceptional Items |
390 |
510 |
| Financial Cost |
281 |
305 |
| Depreciation |
184 |
205 |
| Exceptional Items |
|
48 |
| Other Comprehensive Income |
7 |
27 |
| Pro t for the year |
(68) |
75 |
| Less: Tax Expenses |
(44) |
(08) |
| Balance |
112 |
67 |
| Balance brought forward from last year |
(1882) |
(1875) |
| Impact of ind AS adjustments (Net) |
(68) |
(74) |
| Balance Carried to Balance Sheet |
(1995) |
(1882) |
2. OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS
The net result of the current financial year was negative , mainly due
to non operation in soy division however there was positive results in its Dairy Division.
During the year under consideration, the Company's turnover and other receipts stands at
Rs.3759 Lacs as against Rs. 4661 Lacs in the previous year. The year ended with a loss of
Rs. 112 Lacs after considering interest, depreciation and adjustment for deferred tax as
against profit of Rs.67 Lacs in the previous year.
In Dairy division the company has processed 10807 Kl of Milk and 981 Mt
of S.N.F./Fat (including 8485 Kl of Milk on job work basis) as against 26525 Kl of milk
and 672 Mt of S.N.F/Fat in the previous year (Including 20417 KI of Milk on job work
basis) and has achieved a turnover of Rs 3755 Lacs as against Rs. 4558 Lacs in the
previous year. The turnover includes sale value of manufactured products, trading goods as
well as processing receipts for job work done on behalf of other established parties. It
may be stated that in order to encash the opportunity, the Company has also traded in
liquid milk, besides manufacturing pure ghee, SMP and processing milk on behalf of other
parties. Demand for dairy products was partly subdued in the flush season due to
unfavorable world trade scenario in Dairy Products.
The Company expects to achieve satisfactory performance in the
forthcoming year by processing milk for self as well as on behalf of other reputed parties
and also by trading in Dairy products including milk.
The Company could not start its soya operations due to disparity in the
previous year. The Company may think of restarting its Soya operations in future only when
the said operations become pro table. During the year, the Company had processed Nil MT of
Soyabean seed as against Nil in the previous year. The Soya Division recorded a turnover
of Rs 4 lacs (trading) as against Rs. 103 lacs in the previous year.
3. SHARE CAPITAL
The company's application to BSE/CDSL for listing/admission of
578887 shares issued to the shareholders of Premier Industries (India) Ltd (Transferor
company) in terms of BIFR order dt 15/01/2014 is pending and the company expects to get
their approval shortly
4. RESERVES AND SURPLUS
The Company has not transferred any amount to General Reserves for the
financial year 2018-19
5. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9, as required under Section 92 of the Companies Act,
2013, is annexed as Annexure - B and forms an integral part of this
Report and is also available on website of the company at www.gsail.org
6. NUMBER OF MEETINGS OF THE BOARD, ITS COMMIITTEES
The details of the number of meetings of the Board and its committee
held during the Financial Year 2018-19 forms part of the Corporate Governance Report
7. DIVIDEND
Due to financial prudency, no dividend is declared.
8. DEPOSITS
During the year under review, your Company has not accepted any fixed
deposits under Section 73 of the Companies Act, 2013
9. DIRECTOR:
Mr. Ram Gopal Agrawal (DIN: 00359638 ) is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
The board on the recommendation of Nomination and Remuneration
Committee has considered reappointment of him subject to approval of shareholder in the
ensuing Annual General Meeting.
Mrs Sandhya Choubey (DIN-08461659) was appointed as Additional director
on the Board of the company with effect from 28th May 2019 and eligible for appointment as
Independent director of the company subject to approval of shareholders of the company.
Miss Hansa Nagar (DIN-08284703) was appointed as Additional director on
the Board of the company with effect from 6th December 2018 and she has resigned from his
post on 28-05-2019.
The designation of Mr. Ram Gopal Agrawal (DIN : 00359638) has changed
from Independent - Non Executive Director to Non Independent - Non Executive Director of
the company w.e.f. 28-05-2019.
10. DETAILS Of KEY MANAGERIAL PERSONNEL
During the year Board of Directors in their meeting held on 26th March,
2019 accepted resignation of Mr. Vishnu Dutt Sharma from the post of Company Secretary Cum
Compliance Officer and appointed Mr. Narendra Gupta as Company Secretary Cum Compliance
Officer of the company w.e.f. 26.03.2019 and also appointed Mr. Rakesh Bhatnagar as Chief
Financial Officer of the company w.e.f. 26.03.2019.
Now, The following have been designated as the Key Managerial Personnel
of the Company pursuant to sections 2(51) and203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as per
the applicable regulations of SEBI (LODR), 2015:
1. Mr. Rajesh Agrawal :- Managing Director
2. Mr. Rakesh Bhatnagar :- Chief Financial Officer
3. Mr. Narendra Gupta:-, Company Secretary cum Compliance Officer
11. DISQUALIFICATIONS OF DIRECTORS
During the year declarations were received from the Directors of the
Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and
found that none of the director is disqualified for holding office as director.
12. DECLARATION BY INDEPENDENT DIRECTOR
The independent directors have submitted the declaration of
independence, as required under Section 149(7) of the Companies Act, 2013, stating that
they meet the criteria of independence as provided in Section 149(6) of the Companies Act,
2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘the Listing Regulations').
13. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, con rm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures in adoption of these
standards;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of a airs of the Company at the end of the
financial year and of the profit of the Company for that period;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. The Directors have prepared the annual accounts on a going concern
basis;
v. The Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and operating
effectively;
vi. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
14. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have
been disclosed at website of the Company: www.gsail.org
15. MEETING OF INDEPENDENT DIRECTORS in due compliance with the
provisions of the companies act, 2013 and securities and exchange board of India (listing
obligations and disclosure requirements) regulations, 2015, the independent directors met
on 14th November 2018 during the year 2018-19.
16. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has constituted 3(three) committees i.e. Audit committees,
Stakeholder Relationship Committees and Nomination And Remuneration Committees which have
been constituted as a part of the good corporate governance practices and the same are in
compliance with the requirements of the relevant provisions of applicable laws and
statutes. Your Company has an adequately qualified and experienced Audit Committee and
other Committee consisting of Board.
The details with respect to the composition, powers, roles, terms of
reference, meetings held and attendance of the Directors at such Meetings of the relevant
Committees are given in detail in the Report on Corporate Governance of the Company which
forms part of Annual Report.
17. BOARD EVALUATION
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Board has to evaluate its own performance and that of its Committees and Individual
Directors. Accordingly, the Board of directors has carried out an annual evaluation of its
own performance, Board Committees and Individual Directors along with assessing the
quality, quantity and timelines of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform their
duties.
The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of the criteria such as the board composition
and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc. The board and the
nomination and remuneration committee reviewed the performance of the individual directors
on the basis of the criteria such as the contribution of the individual director to the
board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the chairman was
also evaluated on the key aspects of his role. The Directors were satisfied with the
evaluation results, which reflected the overall engagement of the Individual Directors,
the Board as a whole and its Committees with the Company.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors are
determined by the Nomination and Remuneration committee. An indicative list of factors
that may be evaluated include participation and contribution by a director, commitment,
effective deployment of knowledge and expertise, effective management of relationship with
stakeholders, integrity and maintenance of confidentiality and independence of behavior
and judgments.
18. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
19. MANAGEMENT DISCUSSION AND ANALYSIS
The Management`s Discussion and Analysis of operations for the year
under review, as stipulated under Regulation 34(2) (e)
Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations, 2015 with the stock exchanges, is provided in
annexure attached to this report. (Annexure -E)
20. APPOINTMENT OF COST AUDITOR
As per the Companies (Cost Records and Audit) Rules, 2014 as amended
thereafter from time to time, the Company has appointed M/s. M. Goyal & Co., Cost
Accountants, Jaipur (Raj.), as the Cost Auditors for the purpose of conduct of Cost Audit
of the Cost Accounting Records of the Company for the Financial Year 2019-2020.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and Listing
Regulations, your Company has formulated a Policy on Related Party Transactions which is
also available on the Company's website www.gsail.org The Policy intends to ensure
that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is obtained for Related Party Transactions
on a yearly basis for transactions which are of repetitive nature and/or entered in the
Ordinary Course of Business and are at Arm's Length. All Related Party Transactions
are subjected to independent review by an Audit Committee to establish compliance with the
requirements of Related Party Transactions under the Companies Act, 2013, and Listing
Regulations.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and at Arm's Length basis. The Material Related Party
Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per
the last audited financial statement, which were entered during the year by your Company,
are given separately in notes to the financial statements.
22. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND
OUTGO
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earning and outgo as required by section 134 (3)(M) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure-A and forms part
of this report.
23. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure B in the prescribed Form MGT-9, which forms part of this
report.
24. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
The Company has not paid any remuneration attracting the provisions of
the Companies Act, 2013 under Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
25. LISTING
The equity shares of the Company are listed with Bombay Stock Exchange
and efforts are being made to lift the suspension of trading in NSE. The Shares of the
company is admitted at CDSL and efforts are being made to get it admitted at NSDL
26. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE
TO THE FINANCIAL STATEMENTS
Your company has an effective internal control and risk mitigation
system, which are constantly assessed and strengthened with new/revised standard operating
procedures. The company's internal control system framework is commensurate with its
size, scale and complexities of operations; the internal and operational audit is
entrusted to Mr. Narendra Sen. The main thrust of internal audit is to test and review
controls, appraisal of risks and business processes, besides benchmarking controls with
best practices in the industry.
The audit committee of the board of directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen the same. The company has a robust management information system, which is an
integral part of the control mechanism.
The audit committee of the board of directors, statutory auditors and
the business heads are periodically appraised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management
are presented to the audit committee of the board. To maintain its objectivity and
independence, the internal audit function reports to the chairman of the audit committee.
Report of statutory auditors for internal financial control system is part of Audit
Report.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act, 2013 does not apply to
the Company as company does not fall under any of the criteria specified under above
referred section therefore Company has not constituted Corporate Social responsibility
(CSR) committee as required under the Act.
28. NOMINATION &REMUNERATION POLICY:
In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the Rules issued there under and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors
formulated the Nomination and Remuneration Policy of your Company on the recommendations
of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy of
the company is annexed as Annexure-C and forms an integral part of this report and also
available on the website of the company at the Website: - www.gsail.org
29. REPORT ON CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate section on
corporate governance practices followed by the Company, together with a certificate from
the Practicing Company Secretary confirming compliance forms an integral part of this
Report. (Annexure F)
30. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM / WHISTLE BLOWER
POLICY
The Company has a whistle blower policy for Directors and employees to
report genuine concerns or grievances about unethical behavior, actual or suspected fraud
or violation of the Company's code of conduct or ethics policy. The details of
establishment of the reporting mechanism are disclosed on the website of the Company at
the website: - www.gsail.org . No Person has been denied access to the Audit Committee.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
32. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
company has appointed Ms. Aakuriti Somani, Practicing Company Secretary, to undertake as
the Secretarial Auditor of the company. The Secretarial Audit Report given by the
Secretarial Auditor of the Company is annexed as ANNEXURE-D to this report.
33. STATUTORY AUDITORS
At the 28th Annual General Meeting of the company held in the 2017 M/s.
Sunil Bandi & Co., Chartered Accountants, Indore (M.P.) Were Appointed as the
Statutory Auditors for Period of 5 years i.e. from the conclusion of 28th AGM and till the
conclusion of the 33rd Annual General Meeting of the Company. In accordance with the
Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate A airs,
the appointment of Statutory Auditors is not required to be ratified at every AGM.
34. AUDITORS' REPORT
Your Directors would like to provide clarification on the Auditor
Qualification as mentioned under its Audit report and the same is as under
The Company has not provided Rs. 74.94 Lakhs for the Quarter ended
March 2019 (i.e. for 01.01.2019 to 31.03.2019 ) towards interest on Loan from Bank.
35. INTERNAL AUDITORS
The Board has appointed Mr. Narendra Sen, as Internal Auditor of the
company and takes his suggestions and recommendations to improve and strengthen the
internal control systems. His scope of work includes review of operational efficiency,
effectiveness of systems & processes, compliances and assessing the internal control
strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the
Company's internal control environment and monitors the implementation of audit
recommendations including those relating to strengthening of the Company's risk
management policies and systems.
36. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct ("the
Code") for all Board members and senior management personnel of your Company. The
Code of Conduct is available on Company's website at www.gsail.org
All Board members and senior management personnel have confirmed
compliance with the Code. Declaration on adherence to the code of conduct is forming part
of Annual Report. (Annexure -G)
37. MD /CFO CERTIFICATION
The Managing Director & CFO of your Company have issued necessary
certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations and
the same forms part of this Annual Report. (Annexure -H)
38. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
In terms of the provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015, your Company has adopted a Code of Conduct for trading in securities of
your Company ("the Insider Code"). The Insider Code aims at preserving and
preventing misuse of unpublished price sensitive information. All Directors, Designated
Employees/KMP and Connected Persons of your Company are covered under the Insider Code,
which provides inter alia for periodical disclosures and obtaining pre-clearances for
trading in securities of your Company. The Code for Prohibition of Insider Trading
Practices is available on Company's website at www.gsail.org
39. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK
MANAGEMENT POLICY:
The Board of Directors has adopted risk management policy for the
Company which provides for identification, assessment and control of risks which in the
opinion of the Board may threaten the existence of the Company. The Management identifies
and controls risks through a properly defined framework in terms of the aforesaid policy.
40. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE
COMPANY
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year to which the financial
statements relate and the date of this Board's report.
41. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a
manner, so as to ensure safety of all concerned, compliances environmental regulations and
preservation of natural resources.
42. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to
redress the Complaint received regarding sexual harassment. There was no case of sexual
harassment reported during the year under review.
43. Fixed Assets
During the year the company has added Fixed Assets of Rs. 7.58 Lakh.
The Fixed Assets are adequately insured.
44. E-Voting Facility
The compnay has already provided E-Voting Facilities to the
shareholders of the company.
45. ACKNOWLEDGMENT
Your Directors place on record their sincere appreciation for
significant contribution made by employees through their dedication, hard work and
commitment.
Your Directors also acknowledge the support extended by the Bankers,
Government agencies, Shareholders and Investors at large and look forward to receive the
same support for our endeavor to grow consist and tenly.
|
By order of the Board of Directors |
|
For Girdharilal Sugar And Allied Industries Limited |
|
SD/- |
|
Rajesh Agrawal |
| Place: Dewas (M.P.) |
(DIN: - 00107009) |
| Date: 13th August, 2019 |
Chairman & Managing Director |
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