Directors Report of Gujarat Natural Resources Ltd.
Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2018.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
(Rs. in Lacs)
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended 31/03/2018 |
Year ended 31/03/2017 |
Year ended 31/03/2018 |
Year ended 31/03/2017 |
|
|
Sales & Other Income |
2.94 |
127.37 |
773.05 |
986.67 |
|
Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
|
Expenditure |
54.26 |
50.59 |
687.38 |
673.54 |
|
Profit Before Depreciation and Tax |
-51.32 |
76.78 |
85.67 |
313.13 |
|
Depreciation & amortisation expense |
2.31 |
2.62 |
448.87 |
233.08 |
|
Extraordinary Item |
0.00 |
0.00 |
388.02 |
0.00 |
|
Taxation |
0.00 |
32.82 |
18.00 |
37.91 |
|
Deferred Tax |
0.00 |
-8.71 |
0.00 |
|
|
Net Profit (Loss) for the year |
-53.63 |
41.34 |
15.53 |
42.13 |
The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.
2. DIVIDEND:
Due to loss during the year, the Board of Directors of the Company have not recommended any dividend for the year 2017-18.
3. SHARE CAPITAL:
The authorized share capital of the company as on March 31, 2018 was Rs. 40,00,00,000/-. Further, the Company at the Extra Ordinary General meeting held on June 11, 2018 increased the authorised share capital of the Company from Rs.40,00,00,000 divided into 4,00,00,000 equity shares of Rs.10/- each to Rs.65,00,00,000 divided into 6,50,00,000 equity shares of Rs.10/- each. Currently the authorised share capital of the Company is Rs.65,00,00,000.
The paid up share capital of the company is Rs.38,75,16,450/- divided into 3,87,51,645 equity shares of Rs.10/each. Further on June 25, 2018, 2,40,00,000 fully convertible warrants of face value of Rs.10/- each were issued and allotted at price of Rs.22/- per warrant on preferential allotment basis.
4. RESERVES:
Reserves & Surplus at the end of the year stood at Rs. 4317.71 as compared to Rs. 4371.35 at the beginning of the year.
5. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
6. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives were adopted and were taken by the Company and its subsidiaries. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
With a view to market the Company across the globe, your company has 5 International subsidiaries. Apart from International subsidiaries, there is one wholly owned Indian subsidiary. There are no associate companies or joint venture companies within the meaning of section 2 (6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.
As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries included in the consolidated financial statements is included in the financial statements in Form AOC - 1 and consolidated performance and financial position given here in above.
In accordance with third proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.gnrl.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.
Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 8 (1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of your Company''s subsidiaries in Form AOC-1 is attached to the Financial Statements.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
11. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 5 (Five) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
12. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
13. RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.
14. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Malav Mehta (DIN: 01234736) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.
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 SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.
There is change in the constitution of Board of Directors during the year as detailed hereunder:
1. Mr. Ilesh Shah, Chairman and Director of the Company resigned from his office of Director on 16.06.2017
2. Mr. Hariyant C. Shelat , Independent Director of the Company resigned from his office of Director on 20.09.2017 and
3. Mr. Ashok C. Shah, Director was designated as Chairman of the Company on 08.08.2017.
As required under Section 203 of the Companies Act, 2013, the Company has Mr. Shalin A. Shah (Managing Director) and Ms. Sheetal G. Pandya (Company Secretary) as Key Managerial Personnel of the Company.
15. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.
17. MANAGERIAL REMUNERATION
The Company has paid Mr. Shalin A. Shah (Managing Director) remuneration during the year. A detail of the remuneration paid is elaborated in extract of Annual Return (MGT-9) in Annexure II.
18. INDEPENDENT DIRECTORS'' MEETING:
Independent Directors of the Company had met on 29.03.2018 during the year, review details of which are given in the Corporate Governance Report.
19. COMMITTEES OF THE BOARD:
There are currently Three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.
20. AUDITORS:
A. Statutory Auditors
The Board of Directors of the Company, at their Meeting held on August 8, 2017, on the recommendation of the Audit Committee, had appointed M/s. GMCA & Co., Chartered Accountants (Firm Registration No.109850W) as the Statutory Auditors of the Company, and recommended their appointment for a term of five years from the conclusion of Annual General Meeting (AGM) held in 2017 till the conclusion of the Annual General Meeting to be held in 2022.
The Members may note that consequent to the recent changes in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. GMCA & Co., Chartered Accountants (Firm Reg. No. 109850W) as the Auditors of the Company, by the Members at the ensuing AGM.
The Report given by the Auditors, M/s. GMCA & Co., on the financial statements of the Company is a part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV are self-explanatory and therefore do not call for any further comments.
There is no qualification, reservation or adverse remark in the Secretarial Audit Report given by the Secretarial Auditors in their Report.
C. Internal Auditors:
The Board of Directors has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2017-18.
21. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an internal financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
22. RISK MANAGEMENT:
Risk is an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustainable business growth. Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation and Technological Changes. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.
23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has constituted a Whistle Blower Policy / Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct.
24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.
25. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
26. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. 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 31st March, 2018 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. 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, and
vi. 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.
27. CORPORATE GOVERNANCE:
As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Practicing Company Secretary''s Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is attached as ANNEXURE V.
28. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.
29. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute Corporate Social Responsibility Committee or spend on social responsibility pursuant to section 135 of the Companies Act, 2013.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report as required under SEBI Listing Regulations is included in this Report. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure III.
32. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 513536 & security id: GNRL. The Company confirms that the annual listing fee to the stock exchange for the financial year 2018-19 has been paid.
33. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: 14th August, 2018
Sd/- Sd/-
Ashok C. Shah Shalin A. Shah
Director Managing Director
DIN: 02467830 DIN: 00297447
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting the 25th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2016.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
(Rs. in Lacs)
|
Particulars |
Year ended 31/03/2016 |
Year ended 31/03/2015 |
|
Sales & Other Income |
16.73 |
109.83 |
|
Exceptional Items |
0.00 |
18.70 |
|
Expenditure |
48.26 |
55.93 |
|
Profit Before Depreciation and Tax |
(31.53) |
72.6 |
|
Depreciation |
2.63 |
2.57 |
|
Taxation |
0.00 |
2.90 |
|
Net Profit (Loss) for the year |
(34.16) |
67.13 |
2. PERFORMANCE & STATE OF AFFAIRS OF THE COMPANY:
Tender support services of the Company hit a low as compared to the previous year and income from the same reduced. Consequently profits for the year have also diminished and Company has incurred a loss of 34.16 lakhs for the year. The Board of Directors of the Company is continuously making efforts to enhance the business for the growth of the Company.
3. DIVIDEND:
Due to loss during the year, the Board of Directors have not recommended any dividend for the financial year 2015-16.
4. SHARE CAPITAL:
At present, the Company has only one class of shares - equity shares with face value of Rs.10/- each. The authorized share capital of the company is Rs. 40,00,00,000/- divided into 4,00,00,000 equity shares of Rs.10/- each. The paid up share capital of the company is Rs.38,75,16,450/- divided into 3,87,51,645 equity shares of Rs.10/each.
5. RESERVES:
Reserves & Surplus at the end of the year stood at Rs. 43,68,75,326 as compared to Rs. 44,02,91,201 at the beginning of the year.
6. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives were adopted and were taken by the Company and its subsidiaries. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2016. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
With a view to market the Company across the globe, your company has 5 International subsidiaries. Apart from International subsidiaries, there is one wholly owned Indian subsidiary. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.
As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries included in the consolidated financial statements is included in the financial statements.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.gnrl.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.gnrl.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 5 (Five) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
13. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
14. RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.
15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ilesh Shah (DIN: 00275294) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.
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 SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.
There is change in the constitution of Board of Directors during the year. Mr. Dhiren S. Bhatt served as an independent director of the Company from 08.01.2016 to 10.08.2016.
As required under Section 203 of the Companies Act, 2013, the Company has Mr. Shalin A. Shah (Managing Director) and Ms. Sheetal G. Pandya (Company Secretary) as Key Managerial Personnel of the Company.
16. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.
18. MANAGERIAL REMUNERATION
The Company has paid Mr. Shalin A. Shah (Managing Director) remuneration during the year. A detail of the remuneration paid is elaborated in extract of Annual Return (MGT-9) in Annexure II.
19. INDEPENDENT DIRECTORS'' MEETING:
Independent Directors of the Company had met during the year, review details of which are given in the Corporate Governance Report.
20. COMMITTEES OF THE BOARD:
There are currently Three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.
21. AUDITORS:
A. Statutory Auditors
M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 30th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) that their appointment, if made, would be in conformity with the limits specified under the Act.
It is proposed to ratify the appointment of M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) to audit the accounts of the Company for the financial year 2016-2017.
The Report given by the Auditors on the financial statements of the Company is a part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV
There is no qualification, reservation or adverse remark in the Secretarial Audit Report given by the Secretarial Auditors in their Report.
C. Internal Auditors:
The Board of Directors has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2016-17.
22. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an internal financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
23. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.
24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct.
25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.
26. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
27. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. 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 31st March, 2016 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. 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, and
vi. 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.
28. CORPORATE GOVERNANCE:
As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Practicing Company Secretary''s Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is attached as ANNEXURE V.
29. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.
30. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute Corporate Social Responsibility Committee or spend on social responsibility pursuant to section 135 of the Companies Act, 2013.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report as required under SEBI Listing Regulations is included in this Report. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure III.
33. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 513536 & security id: GNRL. The Company confirms that the annual listing fee to the stock exchange for the financial year 2016-17 has been paid.
34. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: August 13, 2016
Sd/- Sd/-
Ashok C. Shah Shalin A. Shah
Director Managing Director
DIN: 02467830 DIN: 00297447
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 24th Annual Report on the
business and operations of the Company and the Audited Accounts for the
Financial Year ended 31st March, 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
(Rs. in Lacs)
Particulars Year ended Year ended
31/03/2015 31/03/2014
Sales & Other Income 109.83 389.51
Exceptional Items 18.70 -
Expenditure 55.93 231.62
Profit Before Depreciation and Tax 72.6 157.89
Depreciation 2.57 3.04
Taxation 2.90 9.70
Net Profit (Loss) for the year 67.13 145.15
2. PERFORMANCE & STATE OF AFFAIRS OF THE COMPANY:
Income from tender support services reduced as compared to the previous
year and consequently profits for the year also diminished. The Board
of Directors of the Company is continuously making efforts for the
growth of the Company.
3. DIVIDEND:
Your Directors recommended dividend on equity shares at Rs. 0.10 per
share for the financial year 2014 - 15.
4. SHARE CAPITAL:
At present, the Company has only one class of shares  equity shares
with face value of Rs. 10/- each. The authorized share capital of the
company is Rs. 40,00,00,000/- divided into 4,00,00,000 equity shares of
Rs.10/- each. The paid up share capital of the company is Rs.
38,75,16,450/- divided into 3,87,51,645 equity shares of Rs.10/- each.
5. RESERVES:
Reserves & Surplus at the end of the year stood at Rs. 440,291,201 as
compared to Rs. 438,737,554 at the beginning of the year.
6. DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives
were adopted and were taken by the Company and its subsidiaries. There
are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There was no
research activities carried out during the year as well as no foreign
exchange income or outgo during the year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There have been no material changes and commitments affecting the
financial position of the Company since the close of financial year
i.e. since 31st March, 2015. Further, it is hereby confirmed that there
has been no change in the nature of business of the Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals
which can impact the going concern status and Company's operation in
future.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
With a view to market the Company across the globe, your company has 5
International subsidiaries. Apart from International subsidiaries,
there is one wholly owned Indian subsidiary.
As required under Rule 8(1) of the Companies (Accounts) Rules, 2014,
the Board's Report has been prepared on standalone financial statements
and a report on performance and financial position of each of the
subsidiaries included in the consolidated financial statements is
included in the financial statements.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its
standalone and the consolidated financial statements has been placed on
the website of the Company, www.gnrl.in. Further, as per fourth proviso
of the said section, audited annual accounts of each of the subsidiary
companies have also been placed on the website of the Company,
www.gnrl.in. Shareholders interested in obtaining a copy of the
audited annual accounts of the subsidiary companies may write to the
Company Secretary at the Company's registered office.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 8 (Eight) Board meetings were held,
with gap between Meetings not exceeding the period prescribed under the
Companies Act, 2013 and Rules made thereunder. Details of Board and
Board committee meetings held during the year are given in the
Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors
and agenda papers backed up by comprehensive notes and detailed
background information are circulated well in advance before the date
of the meeting thereby enabling the Board to take informed decisions.
13. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as
ANNEXURE-II.
14. 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 are no materially significant related party
transactions made by the Company which may have a potential conflict
with the interest of the Company at large and thus disclosure in Form
AOC-2 is not required. The Board has formulated Policy on Related Party
Transactions.
15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and
non-executive directors including Independent Directors who have wide
and varied experience in different disciplines of corporate
functioning.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr. Malav Mehta (DIN:
01234736) retires by rotation at the ensuing Annual General Meeting and
being eligible in terms of Section 164 of the Act offers himself for
re-appointment.
The Company had, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Ms. Sarika
Abhijit Kulkarni (DIN 07141926), as an Independent Woman Director of
the Company w.e.f. March 30, 2015.
Pursuant to the provisions of section 203 and other applicable
provisions of the Companies Act, 2013 and the Listing Agreements
entered into with Stock Exchanges, the Company had appointed Ms.
Sheetal G. Pandya, as Company Secretary and Compliance Officer of the
company w.e.f. August 14, 2014.
The term of appointment of Shalin A. Shah as Managing Director of the
company expired on 22/01/2015. The Board re-appointed him as Managing
Director of the Company for a period of Five years from 22.01.2015 to
21.01.2020 on the remuneration and terms and conditions recommended by
the Nomination & Remuneration Committee.
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.
There is change in the constitution of Board of Directors during the
year.
As required under Section 203 of the Companies Act, 2013, the Company
has Mr. Shalin A. Shah (Managing Director) and Ms. Sheetal G. Pandya
(Company Secretary) as Key Managerial Personnel of the Company.
16. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement and Companies Act, 2013, the Board had carried out
performance evaluation of its own, the Board Committees and of the
Independent directors. Independent Directors at a separate meeting
evaluated performance of the Non-Independent Directors, Board as a
whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration
Committee, formulated criteria for determining Qualifications, Positive
Attributes and Independence of a Director and also a Policy for
remuneration of Directors, Key managerial Personnel and senior
management. The details of criteria laid down and the Remuneration
Policy are given in the Corporate Governance Report.
18. MANAGERIAL REMUNERATION
The Company has paid Mr. Shalin A. Shah (Managing Director)
remuneration during the year. A detail of the remuneration paid is
elaborated in extract of Annual Return (MGT-9) in Annexure II.
19. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under
review details of which are given in the Corporate Governance Report.
20. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
re-constituted some of its Committees and also formed a Nomination and
Remuneration Committee.
There are currently Three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
21. AUDITORS:
A. Statutory Auditors
M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm
Registration No.107352W) were appointed as Statutory Auditors of the
Company at the last Annual General Meeting held on 30th September, 2014
for a term of five consecutive years. As per the provisions of Section
139 of the Companies Act, 2013, the appointment of Auditors is required
to be ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of
the Companies Act, 2013 from M/s. Pankaj K. Shah Associates, Chartered
Accountants (Firm Registration No.107352W) that their appointment, if
made, would be in conformity with the limits specified under the Act.
It is proposed to ratify the appointment M/s. Pankaj K. Shah
Associates, Chartered Accountants (Firm Registration No.107352W) to
audit the accounts of the Company for the financial year 2015-2016.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. The notes to the accounts
referred to in the Auditors' Report are self-explanatory and therefore
do not call for any further comments.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Patel & Associates, Practicing Company
Secretaries, Ahmedabad to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure
IV
There is no qualification, reservation or adverse remark in the
Secretarial Audit Report given by the Secretarial Auditors in their
Report.
C. Internal Auditors:
The Board of Directors has appointed M/s. Naimish K. Shah & Co.,
Chartered Accountant (FRN 106828W) as Internal Auditors of the Company
for the F. Y. 2015-16.
22. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System, commensurate with size,
scale and complexity of its operations. The internal financial
controls are adequate and are operating effectively so as to ensure
orderly and efficient conduct of business operations. The Company has
appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN
106828W) as an Internal Auditors of the Company. The Audit Committee in
consultation with the internal auditors formulates the scope,
functioning, periodicity and methodology for conducting the internal
audit. The internal auditors carry out audit, covering inter alia,
monitoring and evaluating the efficiency & adequacy of internal control
systems in the Company, its compliance with operating systems,
accounting procedures and policies at all locations and submit their
periodical internal audit reports to the Audit Committee. Based on the
internal audit report and review by the Audit committee, process owners
undertake necessary actions in their respective areas. The internal
auditors have expressed that the internal control system in the Company
is robust and effective. The Board has also put in place requisite
legal compliance framework to ensure compliance of all the applicable
laws and that such systems are adequate and operating effectively.
23. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through
which it reviews and assesses significant risks on a regular basis to
help ensure that there is a robust system of risk controls and
mitigation in place. Senior management periodically reviews this risk
management framework to keep updated and address emerging challenges.
Major risks identified for the Company by the management are
Compliances of various applicable Laws, Regulatory changes,
Manufacturing & Supply, Litigation, Technological Changes and new
capital investments return. The management is however, of the view that
none of the above risks may threaten the existence of the Company as
robust Risk mitigation mechanism is put in place to ensure that there
is nil or minimum impact on the Company in case any of these risks
materialize.
24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and revised
Clause 49 of the Listing Agreement, the Company has constituted a
Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism
for the directors and employees to report genuine concerns in such
manner as may be prescribed and to report to the management instances
of unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct.
25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made
thereunder, your Company has assigned the responsibilities to Audit
Committee. During the year, no complaint with allegations of sexual
harassment was filed with the Company.
26. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations
obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. 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 thecompany at the end of the financial year 31st March, 2015 and of
the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 and Rules made thereunder for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern
basis;
v. 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, and
vi. 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.
28. CORPORATE GOVERNANCE:
As required by the existing Clause 49(X) of the Listing Agreement
entered into with the Stock Exchanges, a detailed report on Corporate
Governance is given as a part of the Annual Report. The Company is in
full compliance with the requirements and disclosures that have to be
made in this regard. The Practicing Company Secretary's Certificate of
the compliance with Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance. Report on Corporate
Governance is attached as ANNEXURE VI.
29. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate
Governance forming part of the Annual Report.
30. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute Corporate Social
Responsibility Committee or spend on social responsibility pursuant to
section 135 of the Companies Act, 2013.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report as required
under clause 49 of the Listing Agreement is included in this Report.
Certain statements in the said report may be forward looking. Many
factors may affect the actual results, which could be different from
what the Directors envisage in terms of the future performance and
outlook.
32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure III.
33. Listing of shares:
The Equity Shares of the Company are listed on the BSE Limited (BSE)
with scrip code No. 513536 & security id: GNRL. The Company confirms
that the annual listing fee to the stock exchange for the financial
year 2015-16 has been paid.
34. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
generous commitment, dedication, hard work and significant contribution
made by employees at all levels in ensuring sustained growth of the
Company. Your Directors also sincerely thank to all the stakeholders,
customers, vendors, bankers, business associates, government, other
statutory bodies and look forward to their continued assistance,
co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: August 14, 2015 Sd/- Sd/-
Ashok C. Shah Shalin A. Shah
Director Managing Director
DIN: 02467830 DIN: 00297447
Mar 31, 2014
Dear Shareholders,
The Directors are pleased to present the 23rd Annual Report of the
Company and Audited Accounts for the financial year ended 31st March,
2014.
Financial Results:
The financial highlights of the Company on Standalone basis are as
below:
(Rs. In Lacs)
Paticular 2013 -14 2012-13
Sales & Other Income 389.51 78.63
Expenditure 231.62 26.57
Profit before Depreciation & Taxation 157.89 52.06
Depreciation 3.04 3.08
Taxation 9.70 0.00
Net Profit after tax for the year 145.15 48.98
Dividend
Taking into consideration the profits for the financial year 2013-14
and a positive outlook for the future, the Board of Directors ("the
Board") is pleased to recommend a dividend of Rs. 0.25/- per share,
being 2.5% on the par value of Rs.10/- per share on 3,87,51,645 Equity
Shares of the Company to be appropriated from the profits of the
Company for the financial year 2013-14. Status of the Project:
The Company is engaged in the business of Oil & Gas exploration and
production, and currently the company is carrying on these activities
through its 100% step down subsidiaries. The Company currently holds
30% participating interest (through its 100% owned subsidiary) in six
producing Oil & Gas fields in the Cambay Basin. It is an operator in
majority of these fields (with remaining held by ONGC, Government of
India undertaking and GSPCL Â Gujarat State Petroleum Corporation
Limited).
Future outlook:
The Company plans to acquire new units producing small & medium sized
Oil and Gas fields in India & abroad to increase production levels. The
Company is planning strategic entry into proven basins across the globe
and own marquee assets  presently evaluating on shore producing assets
in South East Asian Region.
Subsidiary Company:
With a view to market the Company across the globe, your company has 5
International subsidiaries. Apart from International subsidiaries,
there is one wholly owned Indian subsidiary.
Statement under Section 212 of the Companies Act, 1956 relating to
subsidiaries is enclosed herewith. Further as required under
Accounting Standard 21, consolidated account of parent and subsidiary
companies are also enclosed with the accounts.
Particulars of Employees:
There are no employees drawing remuneration exceeding the limit
stipulated under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975.
Statutory Information:
During the period under review, several energy conservation initiatives
were adopted and were taken by the Company and its subsidiaries u/s
217(1)(e). There are no plans to import any kind of technology for the
project and hence information regarding its absorption is not
applicable. There were no research activities carried out during the
year as well as no foreign exchange income or outgo during the year.
Directors:
Mr. Ashok C. Shah, retires from the Board by rotation at the ensuing
Annual General Meeting and being eligible offers himself for
reappointment.
Brief resume of the Director seeking appointment / reappointment
together with membership of Committees of the Board and Shareholding of
non-executive directors as stipulated under Annexure to AGM Notice.
Public Deposits:
Your company has not accepted any fixed deposit under Section 58A of
the Companies Act, 1956 and hence no amount of principal or interest
was outstanding as at the Balance Sheet date.
Auditors:
The Statutory Auditors of the Company M/s. Pankaj K. Shah Associates,
Chartered Accountants, retire at the ensuing Annual General Meeting.
The Company has received written certificate from them, as required
under The Companies (Audit & Auditors) Rules, 2014.
The Audit Committee and the Board of Directors recommended
reappointment of M/s. Pankaj K. Shah Associates, Chartered Accountants,
as Statutory Auditors of the Company upto the conclusion of the Annual
General Meeting to be held in 2019 for shareholder''s approval.
Auditors Report:
The observations made in the Auditors'' Report, read with the relevant
notes thereon are self-explanatory and therefore do not call for any
further comments under Section 217 of the Companies Act, 1956.
Director''s responsibility Statement:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed:
1. That in the preparation of the Accounts for the Financial Year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 ended on
31st March, 2014 and of the profit and loss of the Company for the year
under review;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts for the financial
year ended 31st March, 2014 on ''going concern'' basis.
Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure  II.
Management Discussion & Analysis:
Management Discussion & Analysis is given separately and forms part of
this Annual Report.
Acknowledgment:
The Board greatly appreciates the commitment and dedication of
employees at all levels who have contributed to the growth and success
of the Company. We would also thank all our clients, vendors,
investors, bankers and other business associates for their continued
support and encouragement during the year.
We also thank the Government of India, Government of Gujarat, Ministry
of Commerce and Industry, Ministry of Finance, Customs and Excise
Departments, Income Tax Department, and all other Government Agencies
for their support during the year and look forward to their continued
support in the future.
On behalf of Board of Directors
Date : 02/09/2014 Shalin A. Shah Ashok C. Shah
Place : Ahmedabad Managing Director Director
Mar 31, 2013
Dear Shareholders,
The Directors are pleased to present the 22ncl Annual Report of the
Company and Audited Accounts for the financial year ended 31st March,
2013.
Financial Results:
The financial highlights of the Company on Standalone basis are as
below:
(Rs. In Lacs)
Particulars 2011-2012 2012-2013
Sales & Other Income 4581.69 78.63
Profit before Depreciation & Taxation 4595.42 26.57
Depreciation 3.07 3.08
Taxation 0.00 0.00
Net Profit after tax for the year (16.80) 48.98
Dividend
Taking into consideration the profits for the financial year 2012-13
and a positive outlook for the future, the Board of Directors ("the
Board") is pleased to recommend a maiden dividend of Rs. 0.10/- per
share, being 1% on the par value of Rs. 10/- per share on 3,87,51,645
Equity Shares of the Company to be appropriated from the profits of the
Company for the financial year 2012-13.
Status of the Project:
The Company is engaged in the business of Oil & Gas exploration and
production, and currently the company is carrying on these activities
through its 100% step down subsidiaries. The Company currently holds
30% participating interest (through its 100% owned subsidiary) in six
producing Oil & Gas fields in the Cambay Basin. It is an operator in
majority of these fields (with remaining held by ONGC, Government of
India undertaking and GSPCL - Gujarat State Petroleum Corporation
Limited).
Future outlook:
The Company plans to acquire new units producing small & medium sized
Oil and Gas fields in India & abroad to increase production levels. The
Company is planning strategic entry into proven basins across the globe
and own marquee assets - presently evaluating on shore producing assets
in South East Asian Region. Subsidiary Company:
With a view to market the Company across the globe, your company has 5
International subsidiaries. Apart from International subsidiaries,
there is one wholly owned Indian subsidiarie.
Statement under Section 212 of the Companies Act, 1956 relating to
subsidiaries is enclosed herewith. Further as required under
Accounting Standard 21, consolidated account of parent and subsidiary
companies are also enclosed with the accounts.
Particulars of Employees:
There are no employees drawing remuneration exceeding the limit
stipulated under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975.
Statutory Information:
During the period under review, several energy conservation initiatives
were adopted and were taken by the Company and its subsidiaries u/s
217(l)(e). There are no plans to import any kind of technology for the
project and hence information regarding its absorption is not
applicable. There were no research activities carried out during the
year as well as no foreign exchange income or outgo during the year.
Directors:
Mr. Malav Mehta and Mr. Ilesh Shah, retires from the Board by rotation
at the ensuing Annual General Meeting and being eligible offer himself
for reappointment.
Brief resume of the Directors seeking appointment / reappointment
together with membership of Committees of the Board and Shareholding of
non-executive directors as stipulated under Annexure to AGM Notice.
Public Deposits:
Your company has not accepted any fixed deposit under Section 58A of
the Companies Act, 1956 and hence no amount of principal or interest
was outstanding as at the Balance Sheet date.
Auditors:
The Statutory Auditors of the Company M/s. Pankaj K. Shah Associates,
Chartered Accountants, retire at the ensuing Annual General Meeting and
have confirmed their eligibility and willingness to accept office of
Statutory Auditors, if reappointed.
The Audit Committee and the Board of Directors recommended
reappointment of M/s. Pankaj K. Shah Associates, Chartered Accountants,
as Statutory Auditors of the Company for the financial year 2013-14 for
shareholder''s approval.
Auditors Report:
The observations made in the Auditors'' Report, read with the relevant
notes thereon are self-explanatory and therefore do net call for any
further comments under Section 217 of the Companies Act, 1956.
Director''s responsibility Statement:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed:
1. That in the preparation of the Accounts for the Financial Year
ended 31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 ended on
31st March, 2013 and of the profit and loss of the Company for the year
under review;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts for the financial
year ended 31st March, 2013 on ''going concern'' basis.
Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure - II.
Management Discussion & Analysis:
Management Discussion & Analysis is given separately and forms part of
this Annual Report.
Acknowledgment:
The Board greatly appreciates the commitment and dedication of
employees at all levels who have contributed to the growth and success
of the Company. We would also thank all our clients, vendors,
investors, bankers and other business associates for their continued
support and encouragement during the year.
We also thank the Government of India, Government of Gujarat, Ministry
of Commerce and Industry, Ministry of Finance, Customs and Excise
Departments, Income Tax Department, and alt other Government Agencies
for their support during the year and look forward to their continued
support in the future.
On behalf of Board of Directors
Date : 30.05.2013 Shalin A. Shah Ashok C. Shah
Place : Ahmedabad Managing Director Director
Mar 31, 2012
The Directors are pleased to present the 21st Annual Report of the
Company and Audited Accounts for the financial year ended 31st March,
2012.
Financial Results:
The financial highlights of the Company on Standalone basis are as
below:
(Rs. In Lacs)
Particulars 2010-2011 2011-2012
Sales & Other Income 598.21 4563.40
Profit before Depreciation & Taxation 4.25 (32.01)
Depreciation 3.55 3.08
Taxation 1.55 -
Net Profit after tax for the year (0.85) (35.09)
Status of the Project:
The Company is engaged in the business of Oil & Gas exploration and
production, and currently the company is carrying on these activities
through its 100% owned subsidiaries. The Company currently holds 30%
participating interest (through its 100% owned subsidiary) in six
producing Oil & Gas fields in the Cambay Basin. It is an operator in
majority of these fields (with remaining held by ONGC, Government of
India undertaking and GSPCL -Gujarat State Petroleum Corporation
Limited).
Future outlook:
The Company plans to acquire new units producing small & medium sized
Oil and Gas fields in India & abroad to increase production levels. The
Company is planning strategic entry into proven basins across the globe
and own marquee assets - presently evaluating on shore producing assets
in South East Asian Region.
Subsidiary Company:
With a view to market the Company across the globe, your company has 4
International subsidiaries. Apart from International subsidiaries,
there are 2 Indian subsidiaries.
Statement under Section 212 of the Companies Act, 1956 relating to
subsidiaries is enclosed herewith. Further as required under Accounting
Standard 21, consolidated account of parent and subsidiary companies
are also enclosed with the accounts.
Particulars of Employees:
There are no employees drawing remuneration exceeding the limit
stipulated under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975.
Statutory Information:
Particulars of conservation of energy etc. u/s 217(1)(e) are not
applicable as the Commercial Production has not yet commenced. There
are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There is no
foreign exchange income or outgo.
Directors:
Mr. Pravinbhai Trivedi and Mr. Hariyant Shelat, retires from the Board
by rotation at the ensuing Annual General Meeting and being eligible
offer himself for reappointment.
Brief resume of the Directors seeking appointment / reappointment
together with membership of Committees of the Board and Shareholding of
non-executive directors as stipulated under Annexure to AGM Notice.
Public Deposits:
Your company has not accepted any fixed deposit under Section 58A of
the Companies Act, 1956 and hence no amount of principal or interest
was outstanding as at the Balance Sheet date.
Auditors:
The Statutory Auditors of the Company M/s. Pankaj K. Shah Associates,
Chartered Accountants, retire at the ensuing Annual General Meeting and
have confirmed their eligibility and willingness to accept office of
Statutory Auditors, if reappointed.
The Audit Committee and the Board of Directors recommended
reappointment of M/s. Pankaj K. Shah Associates, Chartered
Accountants, as Statutory Auditors of the Company for the financial
year 2012-13 for shareholder's approval.
Auditors Report:
The observations made in the Auditors' Report, read with the relevant
notes thereon are self-explanatory and therefore do not call for any
further comments under Section 217 of the Companies Act, 1956.
Director's responsibility Statement:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors' Responsibility Statement, it
is hereby confirmed:
1. That in the preparation of the Accounts for the Financial Year
ended 31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 ended on
31st March, 2012 and of the profit and loss of the Company for the year
under review;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts for the financial
year ended 31st March, 2012 on 'going concern' basis.
Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure - II.
Management Discussion & Analysis:
Management Discussion & Analysis is given separately and forms part of
this Annual Report. Acknowledgment:
The Board greatly appreciates the commitment and dedication of
employees at all levels who have contributed to the growth and success
of the Company. We would also thank all our clients, vendors,
investors, bankers and other business associates for their continued
support and encouragement during the year.
We also thank the Government of India, Government of Gujarat, Ministry
of Commerce and Industry, Ministry of Finance, Customs and Excise
Departments, Income Tax Department, and all other Government Agencies
for their support during the year and look forward to their continued
support in the future.
On behalf of Board of Directors
Date : 04.09.2012 Shalin A. Shah AshokC. Shah
Place: Ahmedabad. Managing Director Director
Mar 31, 2011
Dear Members, your Directors are pleased to present the 20th Annual
Report of the Audited, Accounts for the financial year ended 31st
March,2011.
Financial Results The financial highlights of the Company for the fiscal
year 2010 as compared to the previous fiscal year on Consolidated and
Standalone basis are as below:
Particulars 2009-2010 2010-2011
Sales & Other income 598.21 204.70
Profit before Depreciation & Taxation 4.25 3.88
Depreciation 3.55 3.27
Taxation 1.55 0.20
Net profit after tax the year (0.85) 0.41
Status of the project.
The Company is engaged in the business of Oil & Gas exploration and
production, and currently the company is carrying on these activities
through its 100% owned subsidiaries. The Company currently holds 30%
participating interest (through its 100% owned subsidiary) in six
producing Oil & Gas fields in the Cambay Basin. It is an operation in
majority of these fields (with remainder held by Government of India and
operator as GSPCL-Gujarat State Petroleum Corporation Limited).
Future outlook
The Company plans to acquire new units producing small & medium sized
Oil & Gas fields in India & abroad to push production levels to 2500
BOPD mark. The Company is planning strategic entry into proven asins
across the globe and own marquee assets - presently evaluating on share
producing assets in South East Asian region.
Finance
During the year the Company has raised finance by issuing Equity share,
Share Warrants and OFCD under preferential issue guideline of the SEBI
to finance the projects of the Company.
Share Capital
The paid up equity share capital of your Company increased to
Rs.387,516,450 due to Conversion of 5,714,285 OFCD 5,714,285 Equity
Shares of Rs.10/- each as on 15.02.2011
Subsidiary Company
With a view to market the Company across the globe, your Company has 4
International subsidiaries. A part from International subsidiaries,
there are 2 Indian subsidiaries.
Statement under Section 212 of the Companies Act, 1956 relating to
subsidiaries is enclosed herewith. Further as required under Accounting
Standard 21, consolidated account of parent and subsidiary Companies are
also enclosed with the accounts.
Particulars of Employers
There are no employees drawing remuneration exceeding the limit
stipulated under Section 217(2A) of the Companies Act, 1956. read with
the Companies (Particulars of Employees) Rules, 1975.
Statutory Information
Particulars of conversation of energy etc. U/s 217(1)(e) are not
applicable as the Commercial Production has not yet commenced. There
are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There is no
foreign exchange income or outgo.
Directors
Mr.Ashok C.Shah retire from the Board by rotation at the ensuring
Annual general Meeting and being eligible offer himself for
reappointment.
Brief resume of the Directors seeking appointment / reappointment
together with the nature of their expertise in specific functional
areas, name of Companies in which they hold directorships and the
membership of Committee of the Board and Shareholding of non-executive
directors as stipulated under clause 49 of the listing Agreement are
given in the Corporate Governance Report and Annexure to AGM Notice.
Public Deposits
Your Company has not accepted any fixed deposit under Section 58A of
the Companies Act,1956 and hence no amount of principal or interest was
outstanding as at the Balance Sheet date.
Auditors
The Statutory Auditors of the Company M/s. Pankaj k. Shah, Chartered
Accountants, retire at the ensuring Annual General Meeting and have
confirmed their eligibility and willingness to accept office of
Statutory Auditors, if reappointed.
Directors responsibility statement
Pursuant to the requirement under section 217(2AA) of the Companies
Act,1956,with respect to the Director's Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the Accounts for the Financial Year ended
31st March, 2011, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities:
4. That the Directors have prepared the accounts for the financial year
ended 31st March,2011 on 'going concern Ãbasis.
Management Discussion & Analysis
Management Discussion & Analysis is given separately and forms part of
this annual report.
Acknowledgment
The Board greatly appreciates the commitment and dedication of
employs at all levels who have contributed to the growth and success
of the Company. We would also thank all our clients, vendors,
investors, bankers and other business associates for their continued
support and encouragement during the year. We also thank the
Government of India, Government of Gujarat, Ministry of Commerce and
Industry, Ministry of Finance, Customs and Excise Departments, Income
Tax Department, and all other Government Agencies for their support
during the year and look forward to their continued support in the
future.
By Order of the Board
For Gujarat Natural Resources limited
Place: Ahmedabad Ashok C Shah
Date : 03.09.2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting their 19th Annual Report
together with the audited statement of accounts for the year ended 31st
March, 2010.
FINANCIAL RESULTS :
The following figures represent the results for the year :-
(Rs. In lacs)
2009-2010 2008-2009
Rs. Rs.
Sales & Other Income 204.70 71.97
Profit before Depreciation & Taxation 3.88 2.03
Depreciation 3.27 1.31
Taxation 0.20 0.14
Net Profit After Tax for the year 0.41 0.57
STATUS OF THE PROJECT :
The company is engaged in the business of Oil & Gas exploration and
production, and currently the company is carrying on these activities
through its 100% owned subsidiaries. The company currently holds 30%
participating interest (through its 100% owned subsidiary) in six
producing Oil & Gas fields in the Cambay Basin. It is an operator in
majority of these fields (with remainder held by Government of India
and operator as GSPCL- Gujarat State Petroleum Corporation Limited).
FUTURE OUTLOOK:
The company plans to acquire new units producing small & medium sized
Oil & Gas fields in India & abroad to push production levels to 2500
BOPD mark. The company is planning strategic entry into proven basins
across the globe and own marquee assets - presently evaluating onshore
producing assets in South East Asian region.
FINANCE:
During the year the company has raised finance by issuing Equity
Shares, Share Warrants and OFCD under preferential issue guideline of
the SEBI to finance the projects of the company.
DE-MERGER OF STEEL DIVISION:
During the year, the company has received an order from High Court of
Gujarat sanctioning the Scheme of Arrangement in nature of De-merger of
Steel Division of the company and it is effective from 4th February,
2010 and accordingly the effect of this de-merger scheme is given in
this years account as the appointed date was 1st April 2009.
SUBSIDIARY COMPANY:
During the year, the company has acquired 100% stake in M/s. Gorlas Oil
and Gas Private Limited for total consideration of Rs. 1543.50 lacs and
it became subsidiary of the company. Further M/s. Alkor Petro Overseas
Ltd., M/s. Heramec Ltd, M/s. Gorlas Corporate Holdings Ltd, and M/s.
Heramec Oil & Gas (Singapore) PTE Ltd. being subsidiary of M/s. Gorlas
Oil and Gas Pvt. Ltd. (Now known as Sigma oil and Gas Pvt. Ltd.) all
these companies also became the subsidiary of the company. Moreover
M/s. Gorlas Global Energy PLC ISLE of MAN being subsidiary of M/s.
Gorlas Corporate Holdings Ltd., the said company also became the
subsidiary of the Company. Statement under Section 212 of the
Companies Act, 1956 relating to subsidiaries is enclosed herewith.
Further as required under Accounting Standard 21, consolidated account
of parent and subsidiary companies are also enclosed with the accounts.
PARTICULARS OF EMPLOYEES:
There are no employee drawing remuneration exceeding the limit
stipulated under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975.
STATUTORY INFORMATION:
Particulars of conservation of energy etc. u/s. 217(1)(e)arenot
applicable as the Commercial Production has not yet commenced. There
are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There is no
foreign exchange income or outgo.
DIRECTORS:
Mr. Hariyant C. Shelat and Mr. Shalin A. Shah retire from the Board by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for reappointment.
Mr. Pravin P. Shah ceased to be a Director due to death during the year
and the board appreciate the services rendered by him.
Mr. Pravinbhai V. Trivedi was appointed as Additional Director by the
Board with effect from 23rd January, 2010. He holds such office upto
the date of the ensuring Annual General Meeting and being eligible
offers himself for reappointment.
Brief resume of the Directors seeking appointment / reappointment
together with the nature of their expertise in specific functional
areas, name of companies in which they hold directorships and the
membership of Committees of the Board and Shareholding of non-executive
directors as stipulated under clause 49 of the Listing Agreement are
given in the Corporate Governance Report and Annexure to AGM Notice.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits during the year under
review.
AUDITORS:
M/s Naimish K. Shah & Co, Chartered Accountants, Ahmedabad, is not
eligible for reappointment and therefore M/s. Pankaj K. Shah
Associates, Chartered Accountants, Ahmedabad be appointed as an
Auditors of this company to hold office from this meeting until the
conclusion of the next Annual General Meeting.
AUDIT OBSERVATIONS:
With reference to the observations of the Auditors on the accounts, the
notes on accounts in the Schedule are self- explanatory.
DIRECTORS RESPONSBILITY STATEMENT:
In compliance of Section 217(2AA), as incorporated by the Companies
(Amendment) Act, 2000 in the Companies Act, 1956 your Directors
confirm:
i) That, in the preparation of the annual accounts, the applicable
accounting standards had been followed,
ii) That, 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 affairs of the company at the end of the financial year ended on
31st March2010 and of the profit or Loss of the company for the year.
iii) That, the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
iv) That, the directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT:
The Directors wish to place on record the unstinted efforts and
dedicated services extended by the employees at all levels and the
support received at all times from customers, suppliers, agents, and
general public for their support and confidence reposed in the
management.
Your Directors are also grateful to the Central and State Government
Authorities and Companys Bankers for their continued assistance and
support.
The Directors also express their sincere thanks to all the Shareholders
for the continued support and trust they have reposed in the
management.
By Order of the Board
FOR, Gujarat Natural Resources Limited.
Ashok C.Shah
[Chairman]
Place : Ahmedabad
Date : 04.09.2010
Mar 31, 2009
The Directors have pleasure in presenting their 18th Annual Report
together with the audited statement of - accounts for the year ended
31st March,2009.
FINANCIAL RESULTS
The following figures represent the results for the year :
2008-2009 2007-2008
Rs. Rs.
Sales & Other Income 71,97,322 1,04,44,433
Profit before Depreciation & Taxation 2,02,654 2,73,156
Depreciation 1,31,341 1,43,155
Taxation 14,000 75,000
Net Profit After Tax for the year 57,313 55,001
STATUS OF THE PROJECT :
The company is engaged in the business of Oil & Gas exploration and
production, and currently the company is carrying on these activities
through its 100% owned subsidiaries. The company currently holds 30%
participating interest (through its 100% owned subsidiary) in six
producing Oil & Gas fields in the Cambay Basin. It is an operator in
majority of these fields (with remainder held by Government of India as
operator and GSPCL- Gujarat State Petroleum Corporation Limited).
FINANCE :
During the year company had received call money on warrants and shares
were alloted to warrant holders.
FUTURE OUTLOOK:
The company through its 100% owned subsidiaries expects to generate
revenue of Rs. 11 crores and net profit of Rs. 5 crores in FY2010 which
the revenues are expected to touch Rs. 90 crores by 2015.
PARTICULARS OF EMPLOYEES :
There are no employee drawing remuneration exceeding the limit
stipulated under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975.
STATUTORY INFORMATION :
Particulars ofconservation of energy etc. u/s. 217(1)(e)arenot
applicable as the Commercial Production has not yet commenced. There
are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There is no
foreign exchange income or outgo.
DIRECTORS:
Mr. Shalin A. Shah and Mr. Ashok C. Shah retire from the Board by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for reappointment.
PUBLIC DEPOSITS :
Your Company has not accepted any deposits during the year under
review.
AUDITORS:
M/s Naimish K. Shah & Co, Chartered Accountants, Ahmedabad, Auditors of
the company held office until the conclusion of the ensuing Annual
General Meeting and, being eligible have expressed their willingness to
be re- appointed.
AUDIT OBSERVATIONS :
With reference to the observations of the Auditors on the accounts the
notes to the Schedule are self- explanatory.
DIRECTORS RESPONSBILITY STATEMENT
In compliance of Section 217(2AA), as incorporated by the Companies
(Amendment) Act, 2000 in the Companies Act, 1956 your Directors confirm
:
i) That, in the preparation of the annual accounts, the applicable
accounting standards had been followed,
ii) That, 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 affairs of the company at the end of the financial year ended on
31s March2009 and of the profit or Loss of the company for the year.
iii) That, the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
iv) That, the directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT :
The Directors wish to place on record the unstinted efforts and
dedicated services extended by the employees at all levels and the
support received at all times from customers, suppliers, agents, and
general public for their support and confidence reposed in the
management.
Your Directors are also grateful to the Central and State Government
Authorities and Companys Bankers for their continued assistance and
support. The Directors also express their sincere thanks to all the
Shareholders for the continued support and trust they have reposed in
the management.
For and on behalf of the Board,
FOR, Lesha Energy Resources Limited.
Place : Ahmedabad
Date : 01.09.2009 ASHOK C. SHAH
Chairman & Managing Director.
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Gujarat Natural Resources Ltd.
-
Gujarat Natural Resources Ltd. Tools
- Bulk Deals
- Block Deals
-
Gujarat Natural Resources Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
-
Gujarat Natural Resources Ltd. Key Financial Ratios
- Ratios
-
Gujarat Natural Resources Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Gujarat Natural Resources Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Gujarat Natural Resources Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Gujarat Natural Resources Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
- Change of Name
