DIRECTORS' REPORT
To
The Members,
Govind Rubber Limited
Your Directors have pleasure in presenting the 33 Annual Report and Audited Financial
Statements of the Company for the year ended 31 March, 2018.
FINANCIAL RESULTS/PERFORMANCE:
|
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 as
compared to Rs. 21,618 Lakhs in the previous year. The Net Loss before depreciation and
tax is Rs. 3418 Lakhs as compared to Net Loss before depreciation and tax of Rs.941 Lakhs
in the previous year. The Net Loss for the year stood at Rs.3677 Lakhs as compared to loss
of Rs.911 Lakhs in the previous year.
Your Company is undertaking various efforts to increase the revenue and cost
rationalization measures to improve bottom-line of the Company.
DIVIDEND AND RESERVES:
As the company has incurred losses for the current financial year, the Board of
Directors 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.
SHARE CAPITAL:
The paid up equity share capital as at March 31, 2018 stood at Rs.21.84 Crores divided
into 2,18,38,462 Equity shares, having face value of Rs. 10/- each fully paid up. During
the year under review, the company has not issued shares with differential voting rights
nor has granted any stock options or sweat equity shares. As on March, 31 2018 none of the
Directors of the company hold instruments convertible into equity shares of the Company.
OUTLOOK:
Your Company is making all its efforts to turn the tide in our favour and come out of
difficult financial situation. The concern relating to working capital shortfall and
operational cost is being addressed by various techniques and methods to improve overall
financial position of the company. The demand for standard product from overseas buyers is
strong and which are always of good margin and due to shortfall in the working capital of
the 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 at
their 32 Annual General Meeting held on September 06, 2017 had appointed M/s Songira &
Associates, Chartered Accountants (Firm Registration No. 128085W) as the statutory
Auditors of the company for a term of Five years Starting from the conclusion of 32 Annual
General 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 Directors
has appointed M/s. J. Singh & Associates as Statutory Auditors of the Company for a
term of Five years starting from the conclusion of 33 Annual General Meeting till the
conclusion of 38 Annual General Meeting.
With respect to the aforesaid appointment, the Company has received a certificate from
the Statutory Auditors to the effect that ratification of their appointment, if made,
would be in accordance with the provisions of Section 141 of the Act.
The Statutory Auditors Report contains qualification with respect to consolidation of
accounts of joint venture G. K. Co. Ltd. and Company has made various efforts to get
financials of joint venture from the directors and officers of G. K. Co. Ltd. and due to
non availability of data management was unable to reach at fair value of investment made
in joint venture. Further Board was unable to find suitable candidate for appointment of
director during the specified period.
COST AUDITORS:
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 for
the financial year 2018-2019.
SECRETARIAL AUDITOR:
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
has appointed M/s.GMJ & Associates, Company Secretaries to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-A.The
Secretarial Report contains a qualification with respect to the Composition of the Board
and Board was unable to find suitable candidate for appointment of director.
BOARD'S COMMENTS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS IN THE AUDITORS
REPORT:
The Secretarial Report contains a qualification with respect to the Composition of the
Board.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
The Company adheres to the requirements set out by the Securities and Exchange Board of
India's Corporate Governance practices and have implemented all the stipulations
prescribed. The Company has implemented several best corporate Governance Practices.
The Corporate Governance and Management & Analysis Report, which form an integral
part of this Report, are set out as separate Annexure B & C, together with the
Certificate from the Practicing Company Secretaries of the Company regarding compliance
with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations,
2015.
JOINT VENTURE:
To mark its global presence and cater the different geographies, the Company has a
Joint Venture GK Company Limited, in South Korea. Due to unavailability of the financial
statements of Joint Venture with G K Company Ltd. South Korea, the Company is unable to
comment on the same; however non-inclusion will not have any material impact on financial
statements of Company.
CONSOLIDATED FINANCIAL STATEMENT:
The Company has not prepared consolidated financial statements due to unavailability of
the financial statements of its Joint Venture with GK Company Ltd. - South Korea, for the
year under review. However this non-inclusion will not have any material impact on
Financial Statements of the company.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and timely preparation of reliable financial
disclosures.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to 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 at the end of the financial year and of
the loss of the company for that period;
(c) The directors had 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 had prepared the annual accounts on a going concern basis; and
(e) The directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF
SECTION 149
The independent directors have submitted the declaration of independence, as required
pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria
of 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 required
under 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 recommendations
of 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 held
on 29 September, 2018. The Board has appointed Mr. Suresh Jogani as Chief Executive
Officer on 30.05.2018.
The Board has appointed Mr. Sourav Tapaswi and Mrs. Mayuri Kapadia as Additional
Directors (Independent) w.e.f. 30.03.2018 to hold the Office up to conclusion of the 33
Annual General Meeting to be held on 29th September, 2018.
Ms. Kumud Manseta, Independent Director has resigned from the company with effect from
13.09.2017, Mr. Rahul Poddar, Managing Director has resigned from the company with effect
from 19.09.2017, Mr. Sanjiv Rungta, Independent Director has resigned from the company
with effect from 23.12.2017. Mr. Keshav Purohit, Company Secretary and Mr. Sajjan Kumar
Bawri, Chief Financial Officer, has resigned from their respective posts from 29.12.2017
and 10.01.2018 respectively. The Board places on record its appreciation for the services
rendered by them during their tenure with the Company.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman
was carried out by the Independent Directors in their separate meeting who also reviewed
the performance of the Board as whole.
The Board's functioning was evaluated on various aspects, including inter alia degree
of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of
Board 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/Committee
Meetings. In addition, the Chairman was also evaluated on Key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement of all
Board 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 Year
2017-18 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 in
terms of Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior
executives of the Company. The details of the Policy on Vigil Mechanism and Whistle Blower
Policy is explained in the Corporate Governance Report and also posted on the website of
the Company.
NOMINATION AND REMUNERATION POLICY:
The Board of Directors has re-constituted the Nomination and Remuneration Committee on
27.12.2017.The Nomination and Remuneration committee has framed the Nomination and
Remuneration Policy and broad parameters are mentioned in Corporate Governance Report
section 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 at
arm's length basis and were in the ordinary course of business and the audit committee
granted omnibus approval for the transactions (which are repetitive in nature) and the
same was reviewed by the audit committee and the Board of Directors. There are no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. All Related Party Transactions are
placed before the Audit Committee and also before the Board for approval and details of
related 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 constituted
the Corporate Social Responsibility Committee (CSR).
The Corporate Social Responsibility (CSR Committee) has formulated and recommended to
the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities
to be undertaken by the Company, which has been approved by the Board. The Annual report
on CSR activities in accordance with the Companies (Corporate Social Responsibility
policy) 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 Section
186 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 197
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) 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 April,
2017 pursuant to Ministry of Corporate affairs notification of the Companies (Indian
Accounting Standards) Rules, 2015.
DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of the
National 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 the
Company in a dematerialized form in either of the two Depositories. The Company has been
allotted ISIN No. INE011C01015. Shareholders therefore are requested to take full benefit
of the same and lodge their holdings with Depository Participants [DPs] with whom they
have 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 applicable
laws, rules and regulations and highest standards of business ethics. In recognition
thereof, the Board of Directors has implemented a Code of Conduct for adherence by the
Directors, Senior Management Personnel and Employees of the Company. This will help in
dealing with ethical issues and also foster a culture of accountability and integrity. The
Code has been posted on the Company's website www.grltires.com.All the Board Members and
Senior Management Personnel have confirmed compliance with the Code.
PUBLIC DEPOSIT:
During the year under review, the Company has not accepted any deposits within the
meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) 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 OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no significant or material order passed by any regulator or court or
tribunal, which impacts the going concern status of the Company or will have bearing on
company's operations in future.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has constituted an Internal Complaint Committee under Section 4 of the
Sexual 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 ensure
safety of all concerned, compliances, environmental regulations and preservation of
natural resources at the Plant.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 of
the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and
Foreign Exchange Earning and Outgo, read along with the Companies (Accounts)Rules, 1988 is
given in Annexure-F of the report
LISTING:
The Securities of the Company is listed on the Bombay Stock Exchange, Mumbai.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their warm appreciation and
acknowledge with gratitude the assistance, cooperation and support extended to your
Company by bankers, clients, employees as well as the investing community and look forward
to their continued support.
|
For and on Behalf of the Board of Directors |
|
Jitendra Yadav |
Vinod Poddar |
| Place: Mumbai |
Director |
Executive Chairman |
|