DIRECTORS' REPORT TO, THE MEMBERS OF GOKUL REFOILS AND SOLVENT LIMITED 1.Your Directors are pleased to present the 22nd Annual Report along with the Audited Financial Statements for the period from 1st April 2014 to 31st March, 2015. 2. OPERATIONS During the year, the net revenue from operations decreased by 6.80%, from Rs. 622,701.84 lacs to Rs. 583,053.52 lacs. For FY-2014-15 and profit after tax stood at Rs. 1,242.59 lacs from Rs. 308.82 lacs in the previous year, registering a growth of 302%. 3. DIVIDEND Your Directors do not recommend dividend for the year under review, in order to strengthen other Long term resources of the Comapany. 4. MARKETING AND EXPORT A modest pick in the Global Economy boosted the exports of the Company is Rs. 800.78 crore in the year 2014-2015 (including indirect export). Aggressive Marketing efforts and reletentless focus on quality have been impressive export performance enablers with nonetheless added numerous multinational companies in the clientele list of the Company. 5. RESERVES No amount is appropriated from Profit and Loss Account and transferred to any Reserve Account. 6. COMPOSITE SCHEME OF ARRANGEMENT The Composite Scheme of Arrangement in the nature of de-merger and Transfer of Gandhidham Undertakings (Gandhidham Undertaking and Gandhidham Wind-Mill Undertaking) of the Company to Gokul Agro Resources Limited, Transfer of Sidhpur Undertakings (Sidhpur Undertaking and Sidhpur Wind-Mill Undertaking) of the company to Gokul Agri International Limited and Consequential restructure of the Share Capital in the form of utilisation of Security Premium Account of the Company was approved by Shareholder, Unsecured Creditors and Secured Creditors in their respective Court Convened Meetings. The Company has filed Petition to Hon"ble High Court of Gujarat for the Approval of Said Composite Scheme of Arrangement and the same is awaiting sanction. 7. SUBSIDIARY COMPANIES Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in form AOC-1 is attached to the Accounts. The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company at www. gokulgroup.com. 8. SHARE CAPITAL The paid up Equity Share Capital as on 31st March, 2015 was Rs. 2637.90 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted Stock Options nor Sweat Equity. 9. DEPOSIT The Company has not accepted or renewed any public deposits during the year. There are no outstanding and overdue deposits as at 31.03.2015. Therefore, the Sections 73 and 74 of the Companies Act, 2013 and Companies ( Acceptance of Deposits) Rules, 2014 are not applicable 10. WEBSITE As per the Clause 54 of Listing Agreement, the Company has maintained a functional website namely "www.gokulgroup.com " containing basic information about the company e.g. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the company who are responsible for assisting and handling investor grievances, details of agreements entered into with the media companies and/or their associates, etc.for the benefit of all stake holders of the Company. The contents of the said website are updated on regular basis. 11. ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE The information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked ANNEXURE I and forming part of this Report. 12. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION Your Company has complied with all the applicable environmental laws and labour laws. The Company continues to be certified under ISO-22000 for its environmental management system. The Company has complied with the relevant laws and has been taking all necessary measures to protect the environmental and maximize worker protection and safety. Your Company is having status of ISO -22000 Certification, which is internationally recognized for the production, quality control and other qualities. The ISO certification will give international recognisation and will help boost expert turnover. 13. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 14. AUDITORS: 1. STATUTORY AUDITORS The Company's Auditors, Messrs M.R.Pandhi and Associates, Chartered Accountants, who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Comments of the Auditors in their report and the notes forming part of the Accounts, are self-explanatory and need no comments. 2. 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 Compnay has appointed M/s Mohan B. Vaishnav, Practicing Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is being attached as ANNEXURE-II with the Directors report which is self explanatory and needs no comments. 3. COST AUDITORS Pursuant to Section 148(3) of the Companies Act, 2013, The Companies (Cost Records and Audit) Rules 2014 and The Companies ( Cost Records and Audit) Amendment Rules 2014, the cost audit records maintained by the Comapny in respect of its edible oil activities is required to be audited. Your Directors had, on the recommendation of the Audit Committee appointed M/s. Ashish Bhavsar & Co., Cost Accountants as Cost Auditors of the Company for the year 2015-16 for audit. The cost accounts of the Company for the Financial Year 2015-16 on a remuneration of Rs. 50,000. As required under the Companies Act,2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for thier ratification. Accordingly, a resoultion seeking Members's ratification for the remuneration payable to M/s. Ashish Bhavsar & Co., is included at item.8 of the Notice convening the Annual General Meeting. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. 15. INTERNAL FINANCIAL CONTROLS The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. 16. INSURANCE & RISK MANAGEMENT The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risk which considered necessary by the management. 17. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions Section 134(5) of Companies Act, 2013, the Board confirm and submit the Directors' Responsibility Statement:- a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures; b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and the profit and loss of the Company for the year ended on that date; c) The Directos have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets 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) That proper internal financial controls were in place and that the financial control were adequate and were operating effectively. f) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and operating effectively. 18. CONSOLIDATED FINANCIAL STATEMENTS As stipulated by Clause 32 of Listing Agreement with Stock Exchanges, Consolidated audited Financial Statements of the Company's and its subsidiaries and associates, for the year ended 31st March, 2015 have been prepared by the Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements" and other Accounting Standards prescribed by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors' Report form part of the Annual Report. Total Consolidated net profit of the Company and its subsidiaries amounted to Rs.917.20 lacs for the financial year ended 31.03.2015 as compared to Rs.1242.59 lacs on a standalone basis. 19. CAUTIONARY STATEMENT Statements in the Board's Report and the Management Discussion & Analysis describing the Strategic Business Review, Statutory Reports, Financial Statements, Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations. 20. CORPORATE GOVERNANCE REPORT The Company has complied with the Corporate Governance requirement under the Companies Act, 2013 and as stipulated under Clause 49 of the Listing Agreement with the stock exchanges. A separate Section on Corporate Governance, along with a certificate from the Company's Auditors confirming the compliance, is annexed and forms part of the Annual Report. 21. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been included in the Management Discussion and Analysis Section which forms a part of the Annual Report. 22. PARTICULARS OF EMPLOYEES The Information required pursuant to Section 197 read with Rules, 5 of the Companies ( Appointment and Remuneration of the Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of section 136(1) of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such members may write to the Company Secretary in this regard. 23. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy against Sexual harassment in line with the Provisions of Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules frame thereunder. During the Financial Year 2014-15, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2015. 24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company. 25. DISCLOSURES UNDER THE COMPANIES ACT, 2013 1. Extract of Annual Return: The details forming part of the extract of the Annual Return in Form MGT-9 as Enclosed in ANNEXURE-III 2. Number of Meeting of Board The Board of Director met Five times in the year 2014-15. The Detials of the Board Meetings and the attendance of the Directors are provided in the Coprporate Governance Report. 3. Committees of Board The details of composition of the various Committees of Board of Directors are as under 26. VIGIL MECHANISM /WHISTLE BLOWER The Company has a vigil mechanism Policy to deal for Directors and employees of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy in terms of provisions of Section 177(9) of the Companies Act, 2013 and Rules made thereunder and revised Clause - 49 of the Listing Agreement with Stock Exchanges. The details of the Vigil Mechanism / Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company. 27. INTERNAL CONTROLS The Company has documented robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, Laws and regulation, safeguarding of assets and economical and efficient use of resources. The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company's business processes are on SAP platform and has a strong monitoring and reporting process resulting in financial discipline and accountability. 28. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE a) by Auditor in his Report b) by practicing Company Secretary in his Secretarial Audit Report Auditor's report and Secretarial auditor's report does not contain any qualification, reservation or adverse remark or disclaimer so there is no need to give any explanation. 29. PARTICULARS OF LOANS , GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 30. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Appointment and Cessation: Shri Balvantsinh Rajput, Chairman and Managing Director (DIN:00315565), is liable to retire by rotation and being eligible offers himself for re-appointment. Our Directors recommended for his re-appointment. Further on expiry of term of remuneration on 31st March, 2014 the Remuneration Committee of Board of Directors has considered and recommended for extention in the remuneration payable to Shri. Balvantsinh Rajput, Chairman and Managing Director (DIN:00315565) and Shri. Kanubhai Thakkar, Managing Director (DIN:00315616) w.e.f. 1st April, 2014 till expiry of term of appointment up to 14th June, 2016. Our Directors recommended to pass necessary resolution as set out in the item no. 4 and 5 of the notice of the Annual General Meeting. Pursunat to section 203 of the Companies Act, 2013 and Rules thereof Shri Kanubhai Thakkar, Managing Director, Shri Bipinkumar Thakkar, Wholetime Director-Legal, Shri Mahesh Agrawal- Group CEO & CFO and Shri Kalpesh Desai- Company Secretary appointed as Key Managerial Personnel during the year. Mr. Kalpesh Desai, has resigned and in his place Mr. Harish Motwani was appointed as Company Secretary. Further Mr. Harish Motwani, has resigned and in his place Mr. Kalpesh Desai appointed as Company Secretary during the year. b. Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. c. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 31. ENHANCING SHAREHOLDERS VALUE Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development. 32. HUMAN RESOURCES Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 33. LISTING ON STOCK EXCHANGES: The Company's shares are listed on the following Stock Exchanges with effect from 4th June, 2008. Bombay Stock Exchange Limited (BSE) 25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001 Stock code: 532980 National Stock Exchange of India Limited (NSE) Exchange Plaza, Plot No. C-1, G Block, Bandra-Kurla Complex, Bandra East, Mumbai - 400 051. Stock code: 16705 Annual Listing Fees for the year 2014-2015 have been paid by the Company to BSE and NSE 35. ACKNOWLEDGEMENTS Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all the stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company. For, Gokul Refoils and Solvent Limited Kanubhai Thakkar Managing Director Bipin Thakkar Whole Time Director Date : 30th May, 2015 Place : Ahmedabad |