Mar 31, 2023
1. The Directors have pleasure in presenting their Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2023.
2. FINANCIAL RESULTS
The results for the year under review are given below :
Particulars |
2022-2023 |
Rs. Lakhs 2021-2022 |
Total Income |
2069.03 |
2433.93 |
Profit before depreciation and Finance Cost 1392.55 |
1808.18 |
|
Depreciation and Amortization Expense 99.59 |
91.39 |
|
Finance Cost |
1.14 |
1.53 |
Profit before Tax |
1291.82 |
1715.26 |
Tax Expenses |
414.43 |
375.26 |
Profit after tax and before Other Comprehensive Income |
877.39 |
1340.00 |
Other Comprehensive Income (net of tax) for the year |
(9630.36) |
193925.12 |
Total Comprehensive Income for the year |
(8752.97) |
195265.12 |
Total income during the year under review was at ''2069.03 lakhs as against ''2433.93 lakhs in the previous year. Profit before tax was at ''1291.82 lakhs as compared to ''1715.26 lakhs in the previous year. The decrease in total income and profit before tax was mainly owing to lower mark to market valuation on mutual funds and bonds. Other Comprehensive Income (OCI) was negative of ''9630.36 lakhs mainly due to adverse fluctuation in market price of equity investments as compared to ''193925.12 lakhs in the previous year which include ''194283.56 lakhs (net of tax) being surplus on revaluation of freehold land at fair value by an independent professional valuer.
No amount has been proposed to be transferred to the reserves for the year under review.
No dividend has been recommended for the year under review.
5. MANAGEMENT DISCUSSION AND ANALYSIS5.1 Industry Structure and Developments & Segment-wise Performance
(a) Warehousing business:
During the year under review, the Company''s principal business activity, viz. warehousing business, remained steady particularly on post Covid period and generated lease rental of ''950.86 lakhs as
compared to ''951.17 lakhs in the previous year. The Company incurred capital expenditure of ''301.99 lakhs for refurbishing/re-construction of covered sheds in order to facilitate the implementation of new/temporary leases entered into during the year. As a part of ongoing business, the Company is actively pursuing further expansion of the warehousing area and related infrastructure to develop comprehensive warehousing & logistic hub at Howrah. However, the demand for warehousing activities in medium term will depend to a large extent on Govt''s spending in infrastructures and requirements from e-commerce, 3PL, retail and specialized manufacturing sectors.
(b) Investment and Treasury :
Investment and Treasury segment generated income of ''1081.81 lakhs during the year under review. This segment includes dividend and interest income of ''1231.74 lakhs which was partially offset by lower MTM valuation of mutual funds/bonds in accordance with Ind AS of ''149.93 lakhs.
The Indian stock market remained volatile and sensitive during the first quarter and at the later part of the year under review mainly on account of high inflation, interest rate hike, continued geopolitical tensions and slowdown in global growth etc. In view of the current situation in the stock market, a wait and watch approach has been initiated and future investment of the company''s funds shall depend on the performance of the Indian economy and the stability in the financial market.
(c) Other Comprehensive Income:
As already stated above, due to unfavorable fluctuation in market prices of equity shares resulted in notional loss of ''9612 lakhs as compared to notional loss of ''366 lakhs in the previous year.
Warehousing and Logistic business provide opportunities for a sustainable growth-oriented business model for the Company. Your Company is actively pursuing all opportunities in this segment and will continue to do so in future also.
5.3 Outlook
The uncertainty in the global/domestic economic situation along with escalation of geopolitical tensions, hardening of crude oil, global inflations, volatile financial market as stated above, made the future outlook somewhat unpredictable both for the Warehousing and Investment & Treasury segments of the Company in the short and medium term. However, we can only hope that the measures being taken by the government will help to tide over the difficult situation in the shortest possible time.
5.4 Risks and Concerns
Your directors recognize that there are uncertainties and risks attached to any business. The risks could be external, internal, or a combination of both. External risks can be an intensification of competition, technological obsolescence, changes in Government policy with regard to taxes and levies or economic slowdown adversely impacting demand and profitability. In an increasingly globalized economy, world economic trends would also impact business of the Company. Such risks will be continuously monitored and appropriate action will be taken by the Company to minimize the same. Internal risks comprise operating risks, financial risks and business risk. The Company will take effective steps to deal with such risks.
Each business segment has been informed to identify and report quarterly to the next higher reporting level, on any major risks as perceived by them, whether they be internal or external risks and simultaneously take immediate steps to minimize the impact thereof. All aspects of the warehousing and treasury operations are being closely monitored to identify potential risks at an early stage, in order to ensure that appropriate risk mitigation measures are put in place.
5.5 Internal Control Systems and Their Adequacy The Company has adequate internal control system to ensure protection of assets against loss from unauthorized use or disposal, proper maintenance of accounting records and adherence to Company''s policies and procedures. The Company has appointed an External Auditing Firm to conduct independent Internal audits and submit periodical reports. An Audit Committee of the Board of Directors reviews the Internal Audit reports, annual financial statements and internal control systems to ensure their effectiveness and adequacy. The Committee also interacts with the Internal/Statutory Auditors from time to time. Apart from this, audit reports and follow-up actions are periodically reviewed by the top management and remedial actions taken.
5.6 Discussions on Financial Performance with Respect to Operational Performance
Total income was lower by ''364.90 lakhs as compared to the previous year mainly on account of notional loss on fair valuation of current investments of ''604.68 lakhs, lower other income of ''2.66 lakhs and profit on sale of unquoted investment of ''34.77 lakhs, which was offset by increase in interest and dividend income of ''276.74 lakhs.
Depreciation & amortization expenses and finance cost (interest on lease liability) including amortization charge on right of use assets of is ''99.59 lakhs and ''1.14 lakhs, respectively.
As in the previous year, the Company had no borrowings as on 31st March, 2023.
During the year under review, your Company has invested a sum of ''1047.45 lakhs mainly by redeploying ''508.10 lakhs from maturity proceeds of fixed deposits with banks and ''539.35 lakhs generated from operating cash flows.
Capital Expenditure for the year amounted to ''323.16 lakhs (2021-22 - ''163.36 lakhs) and value of assets put into use during the year amounted to ''303.41 lakhs (2021-22 - ''186.10 lakhs).
5.7 Material Developments in Human Resources/Industrial Relation Front, including Number of People Employed During the year under review industrial relations within the Company, continued to be stable. The total number of permanent employees was 15 as on 31st March, 2023.
5.8 Significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with explanations are as under and details of any changes in Return on Net worth as compared to the immediately previous financial year along with a detailed explanation thereof: Not applicable
The Company does not have any subsidiary.
7. INFORMATION PURSUANT TO SECTION 134
7.1 Annual Return shall be available on the website of the Company, i.e., www.gkwltd.com.
7.2. All the Independent Directors have submitted a statement under Sub-section (6) of Section 149 of the Companies Act, 2013
7.3. Particulars as prescribed under Section 197(12) and Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended hereto as Annexure IA. The disclosure pertaining to remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Rules are provided in Annexure IB to this report.
7.4. There are no qualifications in the Auditor''s Report and the Secretarial Audit Report, calling for any comments or explanations by the Board.
7.5. No frauds have been reported during the financial year under review by the Auditors of the Company.
7.6. The particulars of investments under section 186 of the Companies Act, 2013 as at 31st March, 2023 are provided in Note no. 6 and 12 to the Financial Statements.
7.7. The Company had contracts or arrangements with related parties during the year under review and are
appended hereto as Annexure II. All Related Party Transactions entered into during FY 2022-23 were on arm''s length basis and also in the ordinary course of business. Please also refer to Note no. 42 of the Financial Statements.
7.8. Conservation of Energy
The Company is engaged in warehousing activity and is making judicious use of energy efficient devices wherever possible.
7.9. Research & Development and Technology Absorption and Innovation
The nature of business activity viz. warehousing business and investment & treasury operations carried on by the Company does not have scope for any Research, Development, Technology Absorption and Innovation. However latest developments in materials and processes pertaining to warehousing activity are constantly monitored.
7.10. Foreign Exchange Earnings and Outgo
Earnings in foreign exchange during the year was NIL (2021-2022 - NIL) and out-go was NIL (2021-2022 -NIL).
7.11. Evaluation of Board and Directors'' Performance Formal annual evaluation has been made by the Board of its own performance and that of its Committee Members, individual directors and Chairman on the basis of criteria approved by the Nomination and Remuneration Committee (NRC)/Board. Each Independent Director being evaluated did not participate in the meeting during the discussions on his/her evaluation.
8 DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
The Board on the recommendation of NRC reappointed Mr. Amitabha Chakrabarti (DIN- 00137451) as a Whole-time Director designated as an Executive Director of the Company for a period of one year from 1st April, 2023 to 31st March, 2024 pursuant to the provision of Sections 196,197,198, 203(1) and Schedule V of the Companies Act, 2013, subject to the approval of the members.
Mr. Shiva Balan (DIN - 00055509) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.
10 STATEMENT OF THE BOARD REGARDING INDEPENDENT DIRECTORS
In compliance with the Rule 8 in sub rule 5(iii a) of the Companies (Accounts) Rules, 2014, the Board of Directors opine that the Independent Directors appointed during the year possess the integrity, expertise and experience including their proficiency on the Board.
Mr. Amitabha Chakrabarti, is Whole-time Director designated as the Executive Director of the Company. He is also the Chief Financial Officer of the Company. Mr. Sudhir Kumar Banthiya is the Company Secretary and the Compliance Officer of the Company.
In the 92nd Annual General Meeting held on 5th August, 2022, M/S Haribhakti & Co. LLP, Chartered Accountants, was appointed as Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of 92nd Annual General Meeting until the conclusion of 97th Annual General Meeting. The said auditors continue to be eligible as Statutory Auditors of the Company.
The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and as is detailed in the Corporate Governance Report forming part of this Annual Report.
All recommendations made by the Audit Committee during the FY 2022-23 were accepted by the Board of Directors of the Company.
14. SECRETARIAL AUDIT
The Secretarial Audit Report issued by CS Debendra Raut, Practicing Company Secretary for the year under review is appended hereto as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
15. APPLICABILITY OF SECRETARIAL STANDARDS The Company has complied with applicable Secretarial Standards of the Institute of Company Secretaries of India.
16. COST AUDITORS
Provisions with regard to the Cost Audit are not applicable to the Company.
17. FIXED DEPOSITS
The Company has not accepted any deposits from the public and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
18. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Mr. Sudhir Kumar Banthiya, continues to be the Nodal Officer of the Company. The details of Nodal Officer of the Company are also available on the website www.gkwltd.com.
19. CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure compliance of the mandatory provisions of Corporate Governance as issued by Securities and Exchange Board of India from time to time.
A report on Corporate Governance is appended hereto.
20. VARIOUS POLICIES OF THE COMPANY
20.1 Policy on Related Party Transactions
The Company has implemented Policy on Related Party Transactions. The policy is available on the website of the Company (www.gkwltd.com).
20.2 Policy on Directorâs Remuneration and KMP
In terms of the requirement of Section 178 of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy (hereinafter referred as âPolicy'') of the Company.
The policy is available on the website of the Company (www.gkwltd.com).
The salient features of the policy are as detailed in the Corporate Governance Report forming part of this Annual Report.
20.3 Corporate Social Responsibility Policy
Due to carried forward losses as computed under Section 198 of the Companies Act 2013, the CSR provisions are not currently applicable to your Company. The CSR Policy is available on the website of the Company (www.gkwltd.com).
20.4 Vigil Mechanism
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement if any. The policy provides for adequate safeguards against victimization of employees and/or Directors and also provides for direct access to the Chairman of the Audit Committee. The Policy is uploaded on the website of the Company at www.gkwltd.com.
21 PARTICULARS AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013
Your Directors state that during the year under review, there were no reported cases falling within the purview of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of the Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT
The Board of Directors would like to thank the Company''s customers, employees, shareholders, bankers, financial advisors, suppliers and all others associated with the Company for their continued support.
For and on behalf of the Board K K Bangur
30 May, 2023 Chairman
DIN- 00029427
Mar 31, 2019
1. The Directors have pleasure in presenting their Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2019.
2. FINANCIAL RESULTS
The financial statements of the Company for the year ended 31st March, 2019 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016.
The results for the year under review are given below :
2018-2019 |
2017-2018 |
|
Total Income |
3072.15 |
1846.58 |
Profit before depreciation |
2091.01 |
924.57 |
Depreciation and Amortization Expense |
56.21 |
48.26 |
Profit before Tax |
2034.80 |
876.31 |
Tax Expenses |
(46.72) |
(47.47) |
Profit after tax and before Other |
||
Comprehensive Income |
1988.08 |
828.84 |
Other Comprehensive Income (net of tax) for the year |
(11267.67) |
24546.24 |
Total Comprehensive Income for the year |
(9279.59) |
25375.08 |
During the year under review, total income increased by 66% to Rs.3072.15 lakhs. Profit before tax at Rs.2034.80 lakhs was 132% higher compared to the previous year, mainly due to increase in dividend income of Rs.1000 lakhs from investment in equity shares and improvement in profit from warehousing activity. Consequently, profit after tax and before Other Comprehensive Income was also higher at Rs.1988.08 lakhs.
Other Comprehensive Income recorded a loss of Rs.11267.67 lakhs mainly on account of recognition of remeasurement loss on equity share investment held as non current investment as mandated under Ind AS. This notional loss was due to fall in the market price of equity shares held by the Company as non current investment. Market price of the said shares was substantially higher in the previous year, resulting in Other Comprehensive gain of Rs.24546.24 lakhs.
3. DIVIDEND
The Company being in consolidation mode, no dividend has been considered for the year under review.
4. SUBSIDIARY COMPANY
GKW (Overseas Trading) Limited, wholly owned Subsidiary Company had applied for removal of its name under Section 248(2) of the Companies Act, 2013 with the Registrar of Companies, West Bengal. The Notification [Pursuant to Sub Section (5) of Section 248 of the Companies Act, 2013 and Rule 9 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016] was published in The Gazette of India dated 22nd December 2018, regarding the Notice of striking off in Form STK -7 dated 6th December, 2018 pursuant to which the name of the GKW (Overseas Trading) Limited was struck off the Register of Companies and the said Company has been dissolved.
5. INFORMATION PURSUANT TO SECTION 134
5.1 The Abstract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013, for the year ended 31st March, 2019 is appended hereto as Annexure I and placed on the website and the web link is www.gkwltd.com.
5.2 Directorsâ Responsibility Statement
Pursuant to provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby state that :
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
5.3 Mr. M.L. Lahoti, Mr. N.K. Navalakha and Mr. P.S. Lodha being Independent Directors have submitted a statement under Sub-section (6) of Section 149 of the Companies Act, 2013 on 1st April, 2019 and Ms. K. Dadoo subject to her appointment being approved by the members at Annual General Meeting has submitted a statement under Sub-section (6) of Section 149 of the Companies Act, 2013.
5.4 Particulars as prescribed under Section 197(12) and Rule 5(1) & (2) of the Companies Management (Appointment and Remuneration of Personnel), Rules 2014 is appended hereto as Annexure II & II (a).
5.5 There are no qualifications in the Auditorâs Report and the Secretarial Audit Report, hence no comments or explanations by the Board are required.
5.6 The particulars of investments under section 186 of the Companies Act, 2013 as at 31st March, 2019 is provided in Note No 5 and 9 to the Financial Statements.
5.7 The Company had contracts or arrangements with related parties during the year under review and are appended hereto as Annexure III. Please also refer to Note no 34 of the Financial Statements.
5.8 Conservation of Energy
The Company is engaged in warehousing activity and is making judicious use of energy efficient devices wherever possible.
5.9 Research & Development and Technology Absorption and Innovation
The nature of business activity viz. warehousing business and investment and treasury operations carried on by the Company does not have scope for any Research, Development, Technology Absorption and Innovation. However latest developments in materials and processes pertaining to warehousing activity are constantly monitored.
5.10 Foreign Exchange Earnings and Outgo
Earnings in foreign exchange during the year NIL (2017-2018 - NIL) and out-go was NIL (2017-18 -â0.85 lakhs).
5.11 Implementation of Risk Management Policy of the Company
The Board of Directors considered appropriate measures for mitigating the risk factors both internal and external. The company has already adopted the procedures for the same including identification thereof.
5.12 Evaluation of Board and Directorsâ Performance Formal annual evaluation has been made by the Board of its own performance and that of its Committee Members, individual directors and Chairman on the basis of criteria approved by the Nomination and Remuneration Committee/Board. Each Independent Director being evaluated did not participate in the meeting during the discussions on his/her evaluation.
6. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors were fully briefed and familiarized with the operations of the Company, its business mode and steps envisaged to insulate the Company from the impact of business cycles.
7. DIRECTORS
a) Mr. M. L. Lahoti, Mr. N. K. Navalakha and Mr. P. S. Lodha were re-appointed as Independent Directors of the Company from 1st April, 2019 upto 5(five) consecutive years not liable to retire by rotation to hold office for the second term pursuant to the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualification of Managerial Personnel) Rules, 2014 and Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and continuation of directorship of Mr. Gopal Srinivasan as Non-Executive Director pursuant to Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 liable to retire by rotation after 29th June, 2019, in terms of Special Resolutions passed through Postal Ballot on 26th March, 2019.
b) Mr. Gopal Srinivasan who is liable to retire by rotation and being eligible offers himself for re-appointment.
c) Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors reappointed Mr. Jemi Dorabji Curravala as Managing Director and remunaration payable to him from 1 st April, 2019 to 31st July, 2019 subject to the approval of the Shareholders at the 89th Annual General Meeting.
d) The present tenure of Mr. Jemi Dorabji Curravala as Managing Director will expire on 31st July, 2019. Based on the recommendation of the Nomination and Remuneration Committee, Mr. Jemi Dorabji Curravala has been appointed as Director designated as âNon Executive Chairmanâ of the Company from 1st August, 2019 by the Board of Directors in its meeting held on 20th May, 2019. Mr. Jemi Dorabji Curravala will be appointed as Director designated as âNon Executive Chairmanâ from 1st August, 2019 to 31st March, 2020 pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 152 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 including any statutory modification(s) and/or re-enactment(s) thereof and other applicable laws, if any, in the Annual General Meeting of the Members of the Company.
(e) Ms. Kusum Dadoo was appointed as Additional Director on the Board of the company on 5th November 2018 who holds office upto the date of the Annual General Meeting. She will be appointed as Independent Director by the Board of Directors subject to the approval of the shareholders in Annual General Meeting. Based on the recommendation of the Nomination and Remuneration Committee on 25th April, 2019 Ms. Kusum Dadoo will be appointed as Independent Director for a period of 5(five) consecutive years from 5th November, 2018 subject to the approval of the shareholders at the 89th Annual General Meeting.
f) Ms. Surbhi Singhi, Independent Director had resigned from the Board of Directors on 26th November, 2018 due to preoccupation in various assignments with her present engagements.
8. KEY MANAGERIAL PERSONNEL
The Board of Directors in its meeting held on 8th May, 2014 noted the Key Managerial Persons (KMP) and that following officials of the Company viz. Mr. J. D. Curravala, Managing Director, Mr. A. Chakrabarti, Chief Financial Officer and Mr. J. N. Ghosh, Company Secretary are the Key Managerial Personnel.
9. AUDITORS
In the 87th Annual General Meeting held on 2nd August, 2017 Haribhakti & Co. LLP, Chartered Accountants, Bagrodia Niket, 1st Floor, 19C, Sarat Bose Road, Kolkata 700 020 was appointed as statutory auditors of the company for a period of 5 (five) years from the conclusion of 87th Annual General Meeting until the conclusion of 92nd Annual General Meeting. The said auditors continue to be eligible as statutory auditors of the Company.
10. AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been furnished under Clause 4 in the Corporate Governance Report forming a part of the Annual Report. There had been no instances where the Board has not accepted the recommendation of the Audit Committee.
11. SECRETARIAL AUDIT AND APPOINTMENT OF THE SECRETARIAL AUDITOR
The Company appointed Mr. Arup Kumar Roy, practicing Company Secretary at 201, Sarat Bose Road, Kolkata 700 029 to hold office of Secretarial Auditor and to conduct Secretarial Audit. The Secretarial Audit Report for the year under review, is appended hereto as Annexure IV.
12. APPLICABILITY OF SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial Standards of the Institute of Company Secretaries of India.
13. PLACING OF ANNUAL RETURN ON THE WEBSITE OF THE COMPANY
The Company has placed its Annual Return on the Website of the Company at www.gkwltd.com.
14. COST AUDITORS
Pursuant to the Ministry of Corporate Affairs Notification No.GSR 425(E) dated 30th June, 2014, read with Notification No.GSR 725(E) dated 31st July, 2018 and Notification No.GSR 1157(E) dated 3rd December, 2018 the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.
15. FIXED DEPOSITS
The Company has not accepted any deposits from the public and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
16. INFORMATION PERTAINING TO LISTING
The Companyâs equity shares are listed with National Stock Exchange of India Limited. The Annual Listing Fees have been paid to National Stock Exchange of India Limited for the year 2019-20.
17. CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure compliance of the mandatory provisions of Corporate Governance as issued by Securities and Exchange Board of India from time to time. A report on Corporate Governance is appended hereto.
18. VARIOUS POLICIES OF THE COMPANY
18.1 Policy on Related Party Transactions
The Company has implemented Policy on Related Party Transactions.
18.2 Policy on Directorâs Remuneration and KMP
The Companyâs Nomination and Remuneration Policy is pertaining to remuneration of Directors and also includes criteria for identification, appointment, tenure, evaluation, retirement and removal of Directors and KMP in terms of Sub-section (3) of Section 178 of the Companies Act, 2013.
18.3 Corporate Social Responsibility Policy
Based on the recommendations of the Committee of Corporate Social Responsibility (CSR), the Board has already approved a policy for CSR pursuant to section 135 of the Companies Act, 2013. However, due to carried forward losses as computed under Section 198 of the Companies Act, 2013, the CSR provisions of the said Section are not currently applicable to your Company.
18.4 Vigil Mechanism
The details of vigil mechanism is established by the Company.
The above Policies are available on the Companyâs web site at www.gkwltd.com.
19. Your Directors state that during the year under review, there were no reported cases falling within the purview of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
The Board of Directors would like to thank the Companyâs customers, employees, shareholders, bankers, financial advisors, suppliers and all others associated with the Company for their continued support.
For and on behalf of the Board
Kolkata J D Curravala G Srinivasan
20th May, 2019 Managing Director Director
Mar 31, 2018
1. The Directors have pleasure in presenting their Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2018.
2. FINANCIAL RESULTS
The financial statements of the Company for the year ended 31st March, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016. Consequently the comparative figures for the year ended 31st March, 2017 have also been realigned as per Ind AS. The disclosure and effects of first time adoption of Ind AS (considering 1st April, 2016 as the date of transition) are detailed in Note 38 of the financial statements.
The results for the year under review are given below :
Rs. lakhs
2017-2018 |
2016-2017 |
|
Total Income |
1846.58 |
1746.84 |
Profit before depreciation |
924.57 |
791.68 |
Depreciation and Amortization Expense 48.26 |
36.96 |
|
Profit before Tax |
876.31 |
754.72 |
Tax Expenses |
(47.47) |
(126.63) |
Profit after tax and before Other |
||
Comprehensive Income |
828.84 |
628.09 |
Other Comprehensive Income (net of tax) for the year |
24546.24 |
1640.06 |
Total Comprehensive Income for the year |
25375.08 |
2268.15 |
During the year under review, total income increased by 6% to Rs.1846.58 lakhs. Profit before tax at Rs.876.31 lakhs was 16% higher compared to the previous year, mainly due to improvement in profit from warehousing activity. Profit after tax and before Comprehensive Income at Rs.828.84 lakhs is higher due to lower taxation.
Other comprehensive income of Rs.24560 lakhs was mainly on account of recognition of remeasurement gain on equity investment as mandated under Ind AS. This substantial increase was due to an upsurge in the valuation of equity shares held by the Company as non current investment.
3. DIVIDEND
The Company being in consolidation mode, no dividend has been considered for the year under review.
4. MANAGEMENT DISCUSSION AND ANALYSIS
4.1 Industry Structure and Developments & Segment-wise Performance
(a) Warehousing business:
During the year under review, warehousing business experienced steady growth. Lease rentals increased by 14% to Rs.979.41 lakhs as compared to ''856.55 lakhs in the previous year and additional warehousing space was leased out to various parties. The Company incurred capital expenditure of Rs.143.69 lakhs for construction/re-construction of covered sheds for creating additional warehousing space, and also on infrastructure like internal roads etc., to support such warehousing activities. As part of its ongoing business, the Company is conducting negotiations with various parties for leasing out additional warehousing space.
(b) Investment and Treasury :
Investment and treasury segment generated income of Rs.789.87 lakhs during the year under review. There was an increase in dividend income from equity shares of Rs.280 lakhs and also income from mutual funds Rs.308.70 lakhs which was partially offset by decrease of Rs.511.83 lakhs arising out of remeasurement of mutual funds/bonds at fair value as stipulated under Ind AS. A substantial portion of this loss has subsequently been made up due to improvement in the fair value of mutual funds.
As part of portfolio diversification, the Company invested Rs.137.06 lakhs for acquiring ownership rights in prime real estate property.
The Company''s investment in real estate property made earlier, was not progressing as expected, hence the Company surrendered its allocation and secured full refund of the deposit amount of Rs.998.94 lakhs.
4.2 Discussions on Financial Performance with Respect to Operational Performance
Total income was higher by Rs.99.74 lakhs compared to the previous year mainly due to increase in income from warehousing activity.
It is proposed to transfer a sum of Rs.500 lakhs (2016-17 - Rs.1000 lakhs) to General Reserve.
As in the previous year, there were no borrowings during the year ended 31st March, 2018.
During the year under review, your Company invested a sum of Rs.2970.82 lakhs in mutual funds mainly arising from redeployment of Rs.898 lakhs from fixed deposits maturing and operating cash flows, etc. of Rs.2072.82 lakhs..
Capital Expenditure for the year amounted to Rs.290.45 lakhs (2016-17 - Rs.194.92 lakhs) and value of assets put into use during the year amounted to Rs.292.28 lakhs (2016-17 - Rs.294.14 lakhs).
4.3 Opportunities and Threats
The implementation of several structural reforms by the government and the revival of economic growth, coupled with a good monsoon should present opportunities for growth in the warehousing and logistics areas as also improved returns from the Investment and Treasury segments. This will help in further consolidating the financial health of the Company and enable it to explore growth in related fields.
4.4 Outlook
The Company should benefit from the introduction of the Goods & Service Tax (GST) w.e.f. 1st July, 2017 which is expected to facilitate unhindered movement of goods across the country, significantly benefiting the warehousing segment of the Company.
Reforms in the banking, agricultural and infrastructural sectors are also expected to create opportunities in the manufacturing and services (including financial services) sectors. The expected growth in GDP can also have a favourable impact on the Company''s investment and treasury segment.
4.5 Risks and Concerns
Your Directors recognize that there are uncertainties and risks attached to any business. The risks could be external, internal, or a combination of both. External risks can be intensification of competition, product substitution, technological obsolescence, changes in Government policy with regard to taxes and levies or economic slowdown adversely impacting demand and profitability. In an increasingly globalised economy, world economic trends would also impact business of the Company. Such risks will be continuously monitored and appropriate action will be taken by the Company to minimize the same. Internal risks comprise operating risks, financial risks and business risk including major equipment breakdowns, labour unrest or product obsolescence. The Company will take effective steps to deal with such risks.
A Risk Management Committee has been constituted to consider appropriate measures in mitigating the risk factors.
Each business segment has been informed to identify and report quarterly to the next higher reporting level, on any major risks as perceived by them, whether they be internal or external risks and simultaneously take immediate steps to minimize the impact thereof.
All aspects of the warehousing and treasury operations are being closely monitored to identify potential risks at an early stage, in order to ensure that appropriate risk mitigation measures are put in place.
4.6 Internal Control Systems and Their Adequacy The Company has adequate internal control system to ensure protection of assets against loss from unauthorised use or disposal, proper maintenance of accounting records and adherence to Company''s policies and procedures. The Company has appointed an Internal Auditor to conduct independent audits and submit periodical reports. An Audit Committee of the Board of Directors reviews the Internal Audit reports, annual financial statements and internal control systems to ensure their effectiveness and adequacy. The Committee also interacts with the Internal/ Statutory Auditors from time to time. Apart from this, audit reports and follow-up actions are periodically reviewed by the top management and remedial actions taken.
4.7 Material Developments in Human Resources/Industrial Relation Front, including Number of People Employed
During the year under review industrial relations within the Company, continued to be stable.
The total number of permanent employees was 14 as on 31st March, 2018.
5. SUBSIDIARY COMPANY
GKW (Overseas Trading) Limited, wholly owned Subsidiary Company had applied for removal of its name under Section 248(2) of the Companies Act, 2013 with Registrar of Companies, West Bengal. The said application is under consideration of the Registrar of Companies. Please refer to Note No. 5 to the Financial Statements.
6. INFORMATION PURSUANT TO SECTION 134
6.1 The Abstract of the Annual Return as provided under Section 92(3) of the Companies Act, 201 3, for the year ended 31st March, 2018 is appended hereto as Annexure I.
6.2 Four meetings of the Board of Directors were held during the year under review. The meetings were held on 19th May, 2017, 2nd August, 2017, 24th October, 2017 and 31st January, 2018.
6.3 Directors'' Responsibility Statement
Pursuant to provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby state that :
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
6.4 Mr. M.L. Lahoti, Mr. N.K. Navalakha, Mr. P.S. Lodha and Ms. Surbhi Singhi all Independent Directors have submitted a statement under Sub-section (6) of Section 149 of the Companies Act, 2013 on 1st April, 2018.
6.5 Particulars as prescribed under Section 197(12) and Rule 5(1) & (2) of the Companies Management (Appointment and Remuneration of Managerial Personnel), Rules 2014 is appended hereto as Annexure II.
6.6 There are no qualifications in the Auditor''s Report and the Secretarial Audit Report, hence no comments or explanations by the Board are required.
6.7 The particulars of investments under section 186 of the Companies Act, 2013 as at 31st March, 2018 is provided in Note No 6 and 10 to the Financial Statements.
6.8 The Company had contracts or arrangements with related parties during the year under review and are appended hereto as Annexure III. Please also refer to Note no 35 of the Financial Statements.
6.9 Conservation of Energy
The Company is engaged in warehousing activity and is making judicious use of energy efficient devices wherever possible.
6.10 Research & Development and Technology Absorption and Innovation
The nature of business activity viz. warehousing business and investment and treasury operations carried on by the Company does not have any scope for any Research, Development, Technology Absorption and Innovation. However latest developments in materials and processes pertaining to warehousing activity are constantly monitored.
6.11 Foreign Exchange Earnings and Outgo
Earnings in foreign exchange during the year NIL (2016-2017 - NIL) and out-go was Rs.0.85 lakhs (201617 - Rs.1.50 lakhs).
6.12 Implementation of Risk Management Policy of the Company
The company has already constituted a risk management committee consisting of members who are from the Board of Directors of the Company to consider appropriate measures for mitigating the risk factors both internal and external. The company has already adopted the procedures for the same including identification thereof.
6.13 Evaluation of Board and Directors'' Performance Formal annual evaluation has been made by the Board of its own performance and that of its Committee Members, individual directors and Chairman on the basis of criteria approved by the Nomination and Remuneration Committee/Board. Each Independent Director being evaluated did not participate in the meeting during the discussions on his/her evaluation.
7. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors were fully briefed and familiarized with the operations of the Company, its business mode and steps envisaged to insulate the Company from the impact of business cycles.
8. DIRECTORS
a) Mr J.D.Curravala who is liable to retire by rotation and being eligible offers himself for re-appoinment.
b) Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors reappointed Mr. J.D. Curravala as Managing Director and remunaration payable to him from 1st April, 2018 to 31st March, 2019 subject to the approval of the Shareholders at the 88th Annual General Meeting.
9. KEY MANAGERIAL PERSONNEL
The Board of Directors in its meeting held on 8th May, 2014 noted that following officials of the Company viz. Mr. J. D. Curravala, Managing Director, Mr. A. Chakrabarti, Chief Financial Officer and Mr. J. N. Ghosh, Company Secretary are the Key Managerial Personnel.
10. AUDITORS
In the 87th Annual General Meeting held on 2nd August, 2017 Haribhakti & Co. LLP, Chartered Accountants, Bagrodia Niket, 1st Floor, 19C, Sarat Bose Road, Kolkata 700 020 was appointed as statutory auditors of the company for a period of 5 (five) years from the conclusion of 87th Annual General Meeting until the conclusion of 92nd Annual General Meeting. The said auditors continue to be eligible as statutory auditors of the Company.
11. AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been furnished under Clause 4 in the Corporate Governance Report forming a part of the Annual Report. There had been no instances where the Board has not accepted the recommendation of the Audit Committee.
12. SECRETARIAL AUDIT AND APPOINTMENT OF THE SECRETARIAL AUDITORS
The Company appointed Mr. Arup Kumar Roy, practicing Company Secretary at 201, Sarat Bose Road, Kolkata 700 029 to hold office of Secretarial Auditors and to conduct Secretarial Audit. The Secretarial Audit Report for the year under review, is appended hereto as Annexure IV.
13. APPLICABILITY OF SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial Standards of the Institute of Company Secretaries of India.
14. PLACING OF ANNUAL RETURN ON THE WEBSITE OF THE COMPANY
The Company has placed its Annual Return on the Website of the Company at www.gkwltd.com.
15. COST AUDITORS
Pursuant to the Ministry of Corporate Affairs, Notification No.GSR 425(E) dated 30th June, 2014, the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.
16. FIXED DEPOSITS
The Company has not accepted any deposits from the public and as such there are no outstanding deposits in terms of the Company''s (Acceptance of Deposits) Rules, 2014.
17. INFORMATION PERTAINING TO LISTING
The Company''s equity shares are listed with National Stock Exchange of India Limited. The Annual Listing Fees have been paid to National Stock Exchange of India Limited for the year 2018-19.
18. CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure compliance of the mandatory provisions of Corporate Governance as issued by Securities and Exchange Board of India from time to time. A report on Corporate Governance is appended hereto.
19. VARIOUS POLICIES OF THE COMPANY
19.1 Policy on Related Party Transactions
The Company has implemented Policy on Related Party Transactions.
19.2 Policy on Directorâs Remuneration and KMP
The Company''s Nomination and Remuneration Policy is pertaining to remuneration of Directors and also includes criteria for identification, appointment, tenure, evaluation, retirement and removal of Directors and KMP in terms of Sub-section (3) of Section 178 of the Companies Act, 2013.
19.3 Corporate Social Responsibility Policy
Based on the recommendations of the Committee of Corporate Social Responsibility (CSR), the Board has already approved a policy for CSR pursuant to section 135 of the Companies Act, 2013. However, due to carried forward losses as computed under Section 198 of the Companies Act, 2013, the CSR provisions of the said Section are not currently applicable to your Company.
19.4 Vigil Mechanism
The details of vigil mechanism is established by the Company.
The above Policies are available on the Company''s web site at www.gkwltd.com.
20. Your Directors state that during the year under review, there were no reported cases falling within the purview of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
The Board of Directors would like to thank the Company''s customers, employees, shareholders, bankers, financial advisors, suppliers and all others associated with the Company for their continued support.
For and on behalf of the Board
Kolkata J D Curravala G Srinivasan
10th May, 2018 Managing Director Director
Mar 31, 2016
TO THE SHAREHOLDERS
1. The Directors submit their Annual Report together with the audited accounts for the year ended 31st March, 2016.
2. The results for the year under review are given below :
Rs, lakhs
2015-2016 |
2014-2015 |
|
Total Revenue from continuing operations |
1226.19 |
1296.55 |
Profit before depreciation |
288.42 |
216.52 |
Depreciation |
22.55 |
14.38 |
Profit from operations |
265.87 |
202.14 |
Profit from discontinued activity |
1244.74 |
(34.20) |
Profit before Tax |
1510.61 |
167.94 |
Taxation |
(398.94) |
(61.58) |
Profit after taxation |
1111.67 |
106.36 |
During the year under review, profit from operations before tax at Rs,265.87 lakhs was higher than in the previous year at Rs,202.14 lakhs, mainly due to higher income from warehousing activity. Profit before tax at Rs,1510.61 lakhs was higher than the previous yearRs,s figure of Rs,167.94 lakhs mainly due to higher profit on sale of assets of the Metal Pressings Division, (discontinued operation) as reduced by provisions against certain contingent demands and claims pending final resolution.
3 DIVIDEND
The Company continues to be in consolidation mode, hence no dividend has been considered for the year under review.
4 MANAGEMENT DISCUSSION AND ANALYSIS
4.1 Industry Structure and Developments & Segment-wise Performance
(a) Warehousing business:
During the year under review, warehousing business has made steady progress. Lease rentals increased by 56% to Rs,616.82 lakhs during the year under review as compared to Rs,395.47 lakhs in the previous year. Negotiations for leasing out additional warehousing space are in progress, and it is expected that revenues from this segment will continue to improve during 2016-17. Your Company has decided to pursue this business segment for future growth and towards this end it is continually upgrading facilities to establish itself as a provider of quality space and service in a niche market.
(b) Investment and Treasury
Your Company has identified investment and treasury operations as an important segment which will enable it to take advantage of a resurgent economy and generate revenues from dividends, interest and capital gains in a tax efficient manner.
With a view to broad base the investment portfolio, a judicious mix of short, medium and long term assets is envisaged; which should maximize returns on the one hand and spread the risk on the other. Towards this end, your Company has, during the year, made an investment of Rs,1432.89 lakhs in 20,00,000 equity shares of Graphite India Ltd. with a view to earn tax free dividend as also future capital appreciation.
(c) Metal Pressings Division:
As reported last year, the Metal Pressing Division of the
Company was incurring losses, and was operating in an environment where neither profitability nor sustainability of its business model could be maintained. Hence, as planned, the assets and liabilities of this division were divested during the year under review which yielded a net profit of Rs,1696.06 lakhs. The cash flows generated have been invested to generate future returns which would surpass the returns if any that this division could have generated.
4.2 Discussions on Financial Performance with Respect to Operational Performance
Total revenue was marginally lower than the previous year mainly due to decrease in other income.
It is proposed to transfer a sum of Rs, 1100 lakhs (201415 - Rs,50 lakhs) to General Reserve during the year.
As in the previous year, there were no borrowings during the year ended 31st March 2016.
During the year under review, your Company has invested a sum of Rs, 3455.97 lakhs in mutual funds. Capital Expenditure for the year amounted to Rs,1422.86 lakhs (2014-15 - Rs,151.07 lakhs) and value of assets put into use during the year amounted to Rs,355.08 lakhs (2014-15 - Rs,79.61 lakhs).
Capital work in progress includes a sum of Rs,1034.76 l akhs being payment made towards allotment of residential apartments in a prestigious real estate project in Kolkata.
4.3 Opportunities and Threats
The company is ceasing the opportunities to grow the warehousing and Investment & Treasury segments. However future growth and profitability will also depend on the performance of the economy in general and the financial sectors in particular.
4.4 Outlook
Yet again there has been a considerable improvement in the net worth and shareholdersâ funds in your Company. With GDP growth estimated at 7.4% in 2015-2016, the outlook for the Indian economy looks promising. This should translate into increased domestic demand for goods and services, with downstream effect on most businesses, including that of your Company.
4.5 Risks and Concerns
Your Directors recognize that there are uncertainties and risks attached to any business. The risks could be external, internal, or a combination of both. External risks can be intensification of competition, product substitution, technological obsolescence, changes in Government policy with regard to taxes and levies or economic slowdown adversely impacting demand and profitability. In an increasingly globalised economy, world economic trends would also impact business of the Company. Such risks will be continuously monitored and appropriate action as stated above, taken by the Company to minimize the same. Internal risks comprise operating risks, financial risks and business risk including major equipment breakdowns, labour unrest or product obsolescence. The company will take effective steps to deal with such risks.
A Risk Management Committee has been constituted to consider appropriate measures in mitigating the risk factors.
Each business segment has been informed to identify and report quarterly to the next higher reporting level, on any major risks as perceived by them, whether they be internal or external risks and simultaneously take immediate steps to minimize the impact thereof.
All aspects of the warehousing and treasury operations are being closely monitored to identify potential risks at an early stage, in order to ensure that appropriate risk mitigation measures are put in place.
4.6 Internal Control Systems and Their Adequacy The Company has adequate internal control system to ensure protection of assets against loss from unauthorized use or disposal, proper maintenance of accounting records and adherence to Company''s policies and procedures. The Company has appointed an Internal Auditor to conduct independent audits and submit periodical reports. An Audit Committee of the Board of Directors reviews the Internal Audit reports, annual financial statements and internal control systems to ensure their effectiveness and adequacy. The Committee also interacts with the Internal/Statutory Auditors from time to time. Apart from this, audit reports and follow-up actions are periodically reviewed by the top management and remedial actions taken.
4.7 Material Developments in Human Resources/Industrial Relation Front, including Number of People Employed During the year under review industrial relations within the Company, continued to be stable.
The total number of permanent employees was 17 as on 31st March, 2016.
5. SUBSIDIARY COMPANY
GKW (Overseas Trading) Limited had made a profit of Rs,0.01 lakhs during the year under review.
The statement containing the salient features of the financial statement of GKW (Overseas Trading) Limited, a wholly owned subsidiary company, has been appended hereto as Annexure I.
6. INFORMATION PURSUANT TO SECTION 134
6.1 The Abstract of the Annual Return as provided under section 92(3) of the Companies Act, 2013, for the year ended 31st March, 2016 is appended hereto as Annexure II(a).
6.2 Four meetings of the Board of Directors were held during the year under review. The meetings were held on 13th May, 2015, 12th August, 2015, 9th November,
2015 and 28th January, 2016.
6.3 Directors'' Responsibility Statement
Pursuant to provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby state that :
(a) in the preparation of the annual accounts, the applicable accounting standard shad been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
6.4 Mr. M.L. Lahoti, Mr. N.K. Navalakha, Mr. P.S. Lodha and Ms. Surbhi Singhi all Independent Directors have submitted a statement under Sub-section (6) of Section 149 of the Companies Act, 2013 on 1st April, 2016.
6.5 Particulars as prescribed under Section 197(12) and Rule 5(1) & (2) of the Companies Management (Appointment and Remuneration of Managerial Personnel), Rules 2014 is appended hereto as Annexure II(b).
6.6 There are no qualifications in the Auditor''s Report and the Secretarial Audit Report, hence no comments or explanations by the Board are required.
6.7 The particulars of investments under section 186 of the Companies Act, 2013 as at 31st March, 2016 are appended hereto as Annexure III.
6.8 The Company had contracts or arrangements with related parties during the year under review and are appended hereto as Annexure III(a). Please also refer to Note no 28(c) of the financial statements.
6.9. Conservation of Energy
Planned maintenance of equipments such as air compressor, capacitor banks, power generators and judicious deployment of equipments and production machinery was undertaken as an ongoing activity to ensure optimum utilization of energy. This continued partly upto first quarter of the year under review, when the Metal Pressing Division was operational. The conservation of energy is not applicable for the company as the said division was closed and the assets were disposed off.
6.10 Research & Development and Technology Absorption and Innovation
The nature of business activity viz. warehousing business and investment & treasury operations carried on by the Company does not have any scope for any Research, Development, Technology Absorption and Innovation. However latest developments in materials and processes pertaining to warehousing activity are constantly monitored.
6.11 Foreign Exchange Earnings and Outgo
There was no foreign exchange earnings and outgo during the year under review.
6.12 Implementation of Risk Management Policy of the Company
The company has already constituted a risk management committee consisting of members who are from the Board of Directors of the Company to consider appropriate measures for mitigating the risk factors both internal and external. The company has already adopted the procedures for the same including identification thereof.
6.13 Evaluation of Board and Directors'' Performance Formal annual evaluation has been made by the Board of its own performance and that of its Committee and individual directors on the basis of criteria approved by the Nomination and Remuneration Committee/Board.
7 FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors were fully briefed and familiarized with the operations of the Company, its business mode and steps envisaged to insulate the Company from the impact of business cycles.
8. DIRECTORS
a) Ms Sucharita Basu De had resigned as Director of the company on 10th September, 2015.
b) Ms. Surbhi Singhi was appointed as Additional Director on the Board of the Company on 30th September, 2015 by the Board of Directors of the Company to hold office up to the ensuing AGM. Based on the recommendation of the Nomination and Remuneration Committee, appointment of Ms. Surbhi Singhi as Independent Director on the Board of Directors up to a consecutive period of 5 (five) years from 30th September, 2015 is included in the Notice convening the 86th AGM for approval of the members of the Company.
c) Mr. J. D. Curravala who is liable to retire by rotation and being eligible offers himself for re-appointment.
d) Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors re-appointed Mr. J.D. Curravala as Managing Director for a period of 1 (one) year with effect from 11th August,
2016 subject to the approval of the Shareholders at the 86th Annual General Meeting.
9. KEY MANAGERIAL PERSONNEL
The Board of Directors in its meeting held on 8th May, 2014 noted that following officials of the Company viz. Mr. J. D. Curravala, Managing Director, Mr. A. Chakrabarti, Chief Financial Officer and Mr. J. N. Ghosh, Company Secretary are the Key Managerial Personnel.
10. AUDITORS
Messrs. Lodha & Co., existing Auditors, were appointed for a period of three years by the members of the Company in its Annual General Meeting held on 12th August, 2014. The Auditors being eligible, have expressed their willingness to be re-appointed as Auditors of the Company for the third year, beginning on 1st April, 2016 subject to ratification and approval of the Shareholders in the Annual General Meeting and to hold office from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting.
The Board recommends the said re-appointment of M/s. Lodha & Co., Chartered Accountants as Auditors of the Company.
11. SECRETARIAL AUDIT AND APPOINTMENT OF THE SECRETARIAL AUDITORS
The Company appointed Mr. Arup Kumar Roy, practicing CompanySecretaryat201,SaratBoseRoad,Kolkata700 029 to hold office of Secretarial Auditors and to conduct Secretarial Audit. The Secretarial Audit Report for the year under review, is appended hereto as Annexure IV.
12. COST AUDITORS
Pursuant to the Ministry of Corporate Affairs, Notification No.GSR 425(E) dated 30th June, 2014, the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.
13. FIXED DEPOSITS
The Company has not accepted any deposits from the public and as such there are no outstanding deposits in terms of the Company''s (Acceptance of Deposits) Rules, 2014.
14. INFORMATION PERTAINING TO LISTING
The Company''s equity shares are listed with National Stock Exchange of India Limited. The Annual Listing Fees have been paid to National Stock Exchange of India Limited for the year 2016-17.
15. CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure compliance of the mandatory provisions of Corporate Governance as issued by Securities and Exchange Board of India from time to time. A report on Corporate Governance is appended hereto.
16. RELEVANT EXTRACTS OF VARIOUS POLICIES OF THE COMPANY
16.1 Policy on Related Party Transactions
The Policy on Related Party Transactions is appended hereto as Annexure V.
16.2 Policy on Directorâs Remuneration and KMP
The Company''s policy on director''s remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters in terms of Sub-section (3) of Section 178 of the Companies Act, 2013 is appended hereto as Annexure VI.
16.3 Policy and Criteria for Identification, Appointment, Tenure, Evaluation, Retirement and Removal of Directors and KMP
An extract of the above Policy on criteria for identification, appointment, tenure, evaluation, retirement and removal of Directors and KMP is appended hereto as Annexure VII.
16.4 Corporate Social Responsibility Policy
Based on the recommendations of the Committee of Corporate Social Responsibility (CSR), the Board has already approved a policy for CSR pursuant to section 135 of the Companies Act, 2013. However, due to carried forward losses as computed under Section 198 of the Companies Act, 2013, the CSR provisions of the said Section are not currently applicable to your Company. However the CSR policy is appended hereto as Annexure VIII.
16.5 Criteria for Performance Evaluation of Independent Director
The criteria for performance of Independent Directors is appended hereto as Annexure IX.
16.6 Vigil Mechanism
The details of vigil mechanism is appended hereto as Annexure X.
17. Your Directors state that during the year under review, there were no reported cases falling within the purview of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT
The Board of Directors would like to thank the Company''s customers, employees, shareholders, bankers, financial advisors, suppliers and all others associated with the Company for their continued support.
For and on behalf of the Board
Kolkata J D Curravala G Srinivasan
11th May, 2016 Managing Director Director
Mar 31, 2015
Dear Members,
1. The Directors submit their Annual Report together with the audited
accounts for the year ended 31st March, 2015.
2. The results for the year under review are given below :
Rs. lakhs
2014-2015 2013-2014
Total Revenue 2332.05 2401.95
Profit before depreciation 196.64 514.96
Depreciation 28.70 81.65
Profit before Tax 167.94 433.31
Taxation (61.58) (62.51)
Profit after taxation 106.36 370.80
During the period under review, profit before tax at Rs. 167.94 lakhs
was lower than the previous year''s figure of Rs. 433.31 lakhs mainly
due to lower sales of products, other operating revenue and loss of
revenue arising out of non renewal of Business Service Centre
Agreement.
3 DIVIDEND
The Company continues to be in consolidation mode, hence no dividend
has been considered for the year under review.
5. SUBSIDIARY COMPANY
GKW (Overseas Trading) Limited had made a profit of Rs.0.02 lakhs
during the year under review.
The statement containing the salient features of the financial
statement of GKW (Overseas Trading) Limited, a wholly owned subsidiary
company, has been appended hereto as Annexure I.
6. INFORMATION PURSUANT TO SECTION 134
6.1 The Abstract of the Annual Return as provided under section 92(3)
of the Companies Act, 2013, for the year ended 31st March, 2015 is
appended hereto as Annexure II(a).
6.2 Four meetings of the Board of Directors were held during the year
under review. The meetings were held on 8th May, 2014, 13th August,
2014, 11th November, 2014 and 12th February, 2015.
6.3 Directors'' Responsibility Statement
Pursuant to provisions of Section 134(5) of the Companies Act, 2013 the
Directors hereby state that :
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively;
6.4 Mr. M.L. Lahoti, Mr. N.K. Navalakha, Mr. P.S. Lodha and Ms. S. Basu
De all Independent Directors have submitted a statement under
Sub-section (6) of Section 149 of the Companies Act, 2013 on 1st April,
2015.
6.5 Particulars as prescribed under Section 197(12) and Rule 5(1) & (2)
of the Companies Management (Appointment and Remuneration of Managerial
Personnel), Rules 2014 is appended hereto as Annexure II(b).
6.6 There are no qualifications in the Auditor''s Report and the
Secretarial Audit Report, hence no comments or explanations by the
Board are required.
6.7 The particulars of investments under section 186 of the Companies
Act, 2013 as at 31st March, 2015 are appended hereto as Annexure III.
6.8 The Company had contracts or arrangements with related parties
during the year under review. Refer to note no 29 of the financial
statements.
6.9. Conservation of Energy
Planned maintenance of equipments such as air compressor, capacitor
banks, power generators and judicious deployment of production
machinery was undertaken as an ongoing activity to ensure optimum
utilization of energy.
6.10 Research & Development and Technology Absorption and Innovation
The nature of business activity carried on by the Company does not have
much scope for any Research, Development, Technology Absorption and
Innovation. However, product development and process improvement is an
on-going activity.
6.11 Foreign Exchange Earnings and Outgo
There was no foreign exchange earnings and outgo during the year under
review.
6.12 Implementation of Risk Management Policy of the Company
The company has already constituted a risk management committee
consisting of members who are from the Board of Directors of the
Company to consider appropriate measures mitigating the risk factors
for both internal and external. The company has already adopted the
procedures for the same including identification thereof.
6.13 Formal evaluation has been made by the Board of its own
performance and that of its Committee and individual members on the
basis of criteria approved by the Nomination and Remuneration
Committee/Board.
7 FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors were fully briefed and familiarized with the
operations of the Company, its business mode and steps envisaged to
insulate the Company from the impact of business cycles.
8. DIRECTORS
a) Ms. Sucharita Basu De was appointed as Additional Director on the
Board of the Company on 11th November, 2014 by the Board of Directors of
the Company to hold office upto the ensuing AGM. Based on the
recommendation of the Nomination and Remuneration Committee, appointment
of Ms. Sucharita Basu De as an independent director on the Board of
Directors upto a consecutive period of 5 (five) years from 11th
November, 2014 will be included in the Notice convening the 85th AGM for
approval of the members of the Company.
b) Mr. G. Srinivasan who is liable to retire by rotation and being
eligible offers himself for re-appointment.
c) Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors re-appointed Mr. J.D. Curravala as
Managing Director for a period of 1 (one) year with effect from 11th
August, 2015 subject to the approval of the Shareholders at the 85th
Annual General Meeting.
9. KEY MANAGERIAL PERSONNEL
The Board of Directors in its meeting held on 8th May, 2014 noted that
following officials of the Company viz. Mr. J.D. Curravala, Managing
Director, Mr. A. Chakrabarti, Chief Financial Officer and Mr. J.N.
Ghosh, Company Secretary are the Key Managerial Personnel.
10. AUDITORS
Messrs. Lodha & Co., existing Auditors, were appointed for a period of
three years by the members of the Company in its AGM held on 13th
August, 2014. The Auditors being eligible, have expressed their
willingness to be re-appointed as Auditors of the Company for the
second year, beginning on 1st April, 2015 subject to ratification and
approval of the Shareholders in the Annual General Meeting and to hold
office from the conclusion of the forthcoming Annual General Meeting
until the conclusion of the next Annual General Meeting.
The Board recommends the said re-appointment of M/s. Lodha & Co.,
Chartered Accountants as Auditors of the Company.
11. SECRETARIAL AUDIT AND APPOINTMENT OF THE SECRETARIAL AUDITORS
The Company appointed Mr. Arup Kumar Roy, practicing Company Secretary
at 201, Sarat Bose Road, Kolkata 700 029 to hold office of Secretarial
Auditors and to conduct Secretarial Audit. The Secretarial Audit Report
for the year under review, is appended hereto as Annexure IV.
12. COST AUDITORS
Pursuant to the Ministry of Corporate Affairs, Notification No.GSR
425(E) dated 30th June, 2014, the Companies (Cost Records and Audit)
Rules, 2014 are not applicable to the Company.
13. FIXED DEPOSITS
The Company has not accepted any deposits from the public and as such
there are no outstanding deposits in terms of the Companies (Acceptance
of Deposits) Rules, 2014.
14. INFORMATION PERTAINING TO LISTING
The Company''s equity shares are listed with National Stock Exchange of
India Limited. The Annual Listing Fees have been paid to National Stock
Exchange of India Limited for the year 2015-16.
15. CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure compliance of the
mandatory provisions of Corporate Governance as issued by Securities
and Exchange Board of India from time to time. A report on Corporate
Governance is appended hereto.
16. RELEVANT EXTRACTS OF VARIOUS POLICIES OF THE COMPANY
16.1 Policy on Related Party Transactions
The Policy on Related Party Transactions is appended hereto as
Annexure V.
16.2 Policy on Director''s Remuneration and KMP
An extract on the Company''s policy on director''s remuneration including
criteria for determining qualifications, positive attributes,
independence of a director and other matters are provided under Sub-
section (3) of Section 178 of the Companies Act, 2013 is appended
hereto as Annexure VI.
16.3 Policy and Criteria for Identification, Appointment, Tenure,
Evaluation, Retirement and Removal of Directors and KMP
An extract of the above Policy on criteria for identification,
appointment, tenure, evaluation, retirement and removal of Directors
and KMP is appended hereto as Annexure VII.
16.4 Corporate Social Responsibility Policy
Based on the recommendations of the Committee of Corporate Social
Responsibility (CSR), the Board has already approved a policy for CSR
pursuant to section 135 of the Companies Act, 2013. The CSR provisions
of the said Section are not currently applicable to your Company.
However the CSR policy is appended hereto as Annexure VIII.
16.5 Criteria for Performance Evaluation of Independent Directors
The criteria for performance of Independent Directors is appended
hereto as Annexure IX.
16.6 Vigil Mechanism
The details of vigil mechanism is appended hereto as Annexure X.
17. Your Directors state that during the year under review, there were
no reported cases falling within the purview of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Re-dressal) Act,
2013. ACKNOWLEDGEMENT
The Board of Directors would like to thank the Company''s customers,
employees, shareholders, bankers, financial institutions, suppliers and
all others associated with the Company for their continued support.
For and on behalf of the Board
Kolkata J D Curravala G. Srinivasan
13th May, 2015 Managing Director Director
Mar 31, 2013
To The Shareholder''s
1. The directors submit their Annual Report together with the audited
accounts for the year ended 31st March, 2013.
2. the results for the year under review are given below :
Rs. lakhs
2012-2013 2011-2012
total Revenue 4770.66 4837.30
Proft before depreciation 1651.92 1506.29
Depreciation 88.38 101.79
Proft before tax 1563.54 1404.50
taxation (including MAt credit) (336.86) (30.50)
Proft after taxation 1226.68 1374.00
during the period under review, proft before tax at Rs. 1563.54 lakhs was
higher than the previous year''s fgure of Rs. 1404.50 lakhs mainly due to
increase in miscellaneous income. However, proft after tax at Rs. 1226.68
lakhs was lower than the previous year''s fgure of Rs. 1374.00 lakhs due
to higher incidence of taxation amounting to Rs. 336.86 lakhs as compared
to Rs. 30.50 lakhs in the previous year.
DIVIDEND
3. the Company continues to be in consolidation mode, hence no
dividend has been considered for the year under review.
FInance & accounts
4. total revenue was marginally lower than the previous year mainly
due to decrease in other income.
5. It is proposed to transfer a sum of Rs. 1000 lakhs (2011-12 - Rs. 2000
lakhs) to General Reserve during the year.
6. As in the previous year, there were no borrowings during the year
ended 31st March 2013.
7. during the year under review, your Company has increased
investments in bank fxed deposits and mutual funds by Rs. 1431.37 lakhs
and Rs. 250 lakhs respectively.
8. Capital expenditure for the year amounted to Rs. 0.68 Lakhs (2011-12
- Rs. 18.92 Lakhs) and value of assets put into use during the year
amounted to Rs. 8.03 Lakhs (2011-12 - Rs. 18.92 Lakhs).
consoLIdated accounts
9. In compliance with Accounting Standard 21 of the Institute of
Chartered Accountants of India, consolidated accounts are annexed
hereto.
19. during the year under review industrial relations in the Metal
Pressings and Screws and Fasteners divisions at Pune were stable. the
total number of employees was 74 as on 31st March, 2013.
paRtIcuLaRs oF eMpLoYees
20. Information as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (particulars of employees) Rules, 1975, as
amended, is not applicable as no employee is covered under the said
Rules.
suBsIdIaRY coMpanY
21. Accounts and annual reports of GKW (overseas trading) Limited, a
subsidiary company, has been appended hereto.
InFoRMatIon puRsuant to sectIon 217(1) (e) oF tHe coMpanIes act, 1956
22. Particulars as prescribed under sub-section (1) (e) of Section 217
of the Companies Act, 1956 read with Companies (disclosure of
Particulars in the Report of Board of directors) Rules, 1988 are given
below:
a. conseRVatIon oF eneRGY
Planned maintenance of equipments such as air compressor, capacitor
banks, power generators and production machinery was carried out as an
ongoing activity giving due weightage to conversion of energy.
B. ReseaRcH & deVeLopMent and tecHno- LoGY aBsoRptIon and InnoVatIon
the nature of business activity carried on by the Company does not have
much scope for any Research, development, technology Absorption and
Innovation. However, new product development and process improvement is
an on-going activity.
c. FoReIGn eXcHanGe eaRnInGs and outGo there was no foreign exchange
earnings and outgo during the year under review.
dIRectoRs
23. Mr. G. Srinivasan resigned as Wholetime director of the Company
with effect from the close of business on 9th May, 2013 and has been
appointed as Additional director with effect from 10th May, 2013.
24. Mr. M. L. Lahoti, director of the Company, retires by rotation and
being eligible, offers himself for re-appointment.
25. Mr. J. d. Curravala, Managing director has been re-appointed as
Managing director of the Company for a period of one year from 11th
August 2013, subject to approval of the Shareholders in General
Meeting.
audItoRs
26. Messrs. Lodha & Company, the retiring Auditors, have expressed
their willingness to be re-appointed.
cost audItoRs
27. Pursuant to the Ministry of Corporate Affairs, (MCA) Cost Audit
Branch order F.no.52/26/CAB-2010 dated 30th June, 2011 the Company has
appointed M/s. Sib Sankar Chakraborty & Associates, Cost Auditor for
the Audit of Cost Accounting Records of the Screws & Fasteners division
for the fnancial year 2013-14. Further pursuant to the MCA, Cost Audit
Branch order F.no.52/26/CAB-2010 dated 24th January, 2012 the Company
has appointed M/s. Sib Sankar Chakraborty & Associates, Cost Auditor
for the Audit of Cost Accounting Records of the Metal Pressings
division for the fnancial year 2013-14.
The Cost Audit Report for Screws & Fasteners division for the year
ended 31st March 2012 was fled with the MCA in Form I-XBRL on 3rd
January, 2013, within the extended due date of 31st January, 2013.
the due date for fling the Cost Audit Reports for the fnancial year
ended 31.3.2013 for Screws & Fasteners division and Metal Pressings
division is 27th September, 2013.
InFoRMatIon peRtaInInG to LIstInG
28. the Company''s equity shares are listed with national Stock exchange
of India Limited. the Annual Listing Fees have been paid to national
Stock exchange of India Limited for the year 2013-14.
dIRectoRs'' ResponsIBILItY stateMent puRsuant to sectIon 217 (2aa) oF
tHe coMpanIes act, 1956.
29. the directors hereby confrm:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that 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 fnancial year and of the
proft or loss of the company for that period;
iii) that the directors had taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) that the directors had prepared the annual accounts on a going
concern basis.
coRpoRate GoVeRnance
30. the Company has taken adequate steps to ensure compliance of the
mandatory provisions of Corporate Governance as issued by Securities
and exchange Board of India vide Circular no. SeBI/CFd/dIL/
CG/1/2004/12/10 dated 29.10.2004. A report on Corporate Governance is
appended hereto.
acKnoWLedGeMent
31. the Board of directors would like to thank the Company''s customers,
employees, shareholders, bankers, fnancial institutions, suppliers and
all others associated with the Company for their continued support.
For and on behalf of the Board
Kolkata 700 071 J d Curravala G. Srinivasan
9th May, 2013 Managing director director
Mar 31, 2012
1. Your Directors submit their Annual Report together with the audited
accounts for the year ended 31st March, 2012.
2. The results for the year under review are given below :
Rs Lakhs
2011-2012 2010-2011
Total Revenue 4837.30 5029.75
Profit before depreciation 1506.29 2259.94
Depreciation 101.79 84.72
Profit before Tax 1404.50 2175.22
Taxation (including MAT credit) (30.50) 192.94
Profit after taxation 1374.00 2368.16
During the period under review, profit before tax amounted to Rs 1404.50
lakhs and profit after tax amounted to Rs 1374.00 lakhs as compared to Rs
2175.22 lakhs and Rs 2368.16 lakhs respectively during the previous
year, mainly due to a gain of Rs 500 lakhs on sale of tenancy rights in
2010-11.
DIVIDEND
3. The Company continues to be in consolidation mode, hence no
dividend has been considered for the year under review.
FINANCE & ACCOUNTS
4. It is proposed to transfer a sum of Rs 2000 lakhs (2010-11 Rs 3000
lakhs) to General Reserve.
5. As in the previous year, there were no borrowings during the year
ended 31st March 2012.
6. Capital Expenditure for the year amounted to Rs 18.92 Lakhs (2010-11
- Rs 8.54 Lakhs) and value of assets put into use during the year
amounted to Rs 18.92 Lakhs (2010-11 - Rs 8.54 Lakhs)
CONSOLIDATED ACCOUNTS
7. In compliance with Accounting Standard 21 of The Institute of
Chartered Accountants of India, consolidated accounts are annexed
hereto.
MANAGEMENT DISCUSSION AND ANALYSIS ON OPERATIONS OPERATIONS
8. Total revenue was marginally lower as the decrease in operating
revenue was offset by an increase in other income.
9. Metal Pressings Division at Pune experienced improvement in demand
for its products in the second half of the year under review and was
able to take advantage of this situation by fully meeting its
customers' requirement.
The Division succeeded in broadening the customer base by bringing in
its fold two major automobile component manufacturers during the year
under review.
The automobile and tractor segments serviced by the division achieved
significant growth during the year under review, however sustainability
of such growth in the future will largely depend on the domestic
economic performance in particular and the global economic scenario in
general.
As in earlier years, the division faced considerable pressure for price
reduction and had to make price adjustments in certain cases to retain
volumes. Hence the need for continuous cost reduction and productivity
improvement efforts to remain competitive in a highly price sensitive
market.
10. Screws and Fasteners Division at Pune was able to increase
production and sale of steel wood screws during the year under review,
but was unable to reach full potential due to teething problems faced
by it during the start up phase. These problems have now been overcome
and efforts are on to improve the division's performance in the near
future.
The division was able to manufacture a small quantity of Safety Pins
during the year under review. This product line will also be under
focus to achieve higher volumes and improved pricing.
11. During the year under review, the Business Service Centre
Agreement to provide business, administrative, communication and
internet services from the Company's offices at Kolkata and Mumbai was
renewed for a period of one year with effect from 1st April, 2011.
Income from this activity has been reflected in the accounts for the
year under review.
OUTLOOK
12. You would have observed a steady improvement in the net worth and
the increase in Shareholders' Funds. The business of the company is
still at consolidation stage. This process of business consolidation
adopted by your Company is being pursued vigorously, so that at an
appropriate time the Company can take advantage of emerging business
opportunities and also provide a strong base for
utilization/development of its assets for significant future growth.
RISKS AND CONCERNS
13. Your Directors recognize that there are uncertainties and risks
attached to any business. The risks could be external, internal, or a
combination of both. External risks can be intensification of
competition, product substitution, technological obsolescence, changes
in Government policy with regard to taxes and levies or economic
slowdown adversely impacting demand and profitability. Such risks will
be continuously monitored and appropriate action taken by the Company
to minimize the same. Internal risks comprise operating risks,
financial risks and business risk. The company will take effective
steps to deal with such risks.
An operating Division of the Company would identify any risks as
perceived by them and take immediate steps to minimize the impact and
at the same time submit a report to the next higher level of reporting.
Both the divisions face market risks, while the Metal Pressings
Division is dependent on the growth in the automobile and tractor
businesses of its customers on the one hand, it has got to contend with
the resultant pressure on prices on the other. Screws and Fasteners
Division has to rebuild its position in the market place and compete
with low cost manufacturers. Your Company is trying to mitigate these
risks by endeavoring to increase the customer base in the case of
Metal Pressings Division and improving market penetration in the case
of Screws and Fasteners Division.
INTERNAL CONTROL
14. The Company has adequate internal control system to ensure
protection of assets against loss from unauthorized use or disposal,
proper maintenance of accounting records and adherence to Company's
policies and procedures. The Company has an Internal Audit system which
is commensurate with its size and nature of its business. An Audit
Committee of the Board of Directors periodically reviews the internal
control systems to ensure their effectiveness and adequacy as also the
annual financial statements with particular reference to major
accounting entries, involving estimates based on the exercise of
judgment by the management. Apart from this, audit reports and
follow-up actions are periodically reviewed by the Divisional heads at
the unit levels.
HUMAN RESOURCES
15. During the year under review industrial relations in the Metal
Pressings and Screws and Fasteners Divisions at Pune were stable.
The total number of employees was 75 as on 31st March, 2012.
PARTICULARS OF EMPLOYEES
16. Information as required under Section 217(2A) of the Companies
Act, 1956 read with the Companies (particulars of employees) Rules,
1975, as amended, is not applicable as no employee is covered under the
said Rules.
SUBSIDIARY COMPANY
17. Accounts and annual report of GKW (Overseas Trading) Limited, a
subsidiary company, has been appended hereto.
INFORMATION PURSUANT TO SECTION 217(1 )(e) OF THE COMPANIES ACT, 1956
18. Particulars as prescribed under sub-section
(1) (e) of Section 217 of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are given below:
A CONSERVATION OF ENERGY
Measures undertaken for conservation of energy during the period under
review included overhaul of air compressor, plugging of leakages in
compressed air supply lines and in presses. Capacitor banks were
maintained for improvement in power factor.
B. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION AND INNOVATION
The nature of business activity carried on by the Company does not have
much scope for any Research, Development, Technology Absorption and
Innovation. However new product development and process improvement is
an on-going activity.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Earnings in foreign exchange during the year amounted to Rs NIL (2010/
2011 - Rs Nil) and outgo was Rs Nil lakhs (2010/ 2011 - Rs 4.70 lakhs).
DIRECTORS
19. Mr. J. D. Curravala, Director of the Company, retires by rotation
and being eligible, offers himself for re-appointment.
20. Mr. P. S. Lodha, Director of the Company, retires by rotation and
being eligible, offers himself for re-appointment.
21. Mr. J. D. Curravala, Managing Director was re-appointed as
Managing Director of the Company for a period of one year from 11th
August, 2011 and has been further reappointed as Managing Director of
the Company for a period of one year from 11th August 2012, subject to
approval of the Shareholders in General Meeting.
22. Mr. G. Srinivasan, Director was re-appointed as Whole time Director
of the Company for a period of one year from 13th September, 2011 and
has been further reappointed as Whole time Director of the Company for a
period of one year from 13th September 2012, subject to approval of the
Shareholders in General Meeting.
AUDITORS
23. Messrs. Lodha & Company, the retiring Auditors, have expressed
their willingness to be re- appointed.
COST AUDITORS
24. Pursuant to the Ministry of Corporate Affairs, Cost Audit Branch
Order No. F.No.52/26/CAB- 2010 dated 30th June, 2011 the Company has
appointed Cost Auditors for the audit of Cost Accounting Records of the
Screws & Fasteners Division for the financial years 2011-12 and
2012-13. The due date for filing the Cost Audit Report for the
financial year ended 31.3.2012 for Screws & Fasteners Division is 27th
September 2012. Further pursuant to the Ministry of Corporate Affairs,
Cost Audit Branch Order No. 52/26/CAB-2010 dated 24th January, 2012
the Company has appointed Cost Auditors for the Audit of Cost
Accounting Records of the Metal Pressings Division for the financial
year 2012-13.
INFORMATION PERTAINING TO LISTING
25. The Company's equity shares are listed with National Stock
Exchange of India Limited. The Annual Listing Fees have been paid to
National Stock Exchange of India Limited for the year 2012-13.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956.
26. The Directors hereby confirm:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) that the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
27. The Company has taken adequate steps to ensure compliance of the
mandatory provisions of Corporate Governance as issued by Securities
and Exchange Board of India vide Circular No.
SEBI/CFD/DIL/CG/1/2004/12/10 dated 29.10.2004. A report on Corporate
Governance is appended hereto.
ACKNOWLEDGEMENT
28. The Board of Directors would like to thank the Company's
customers, employees, shareholders, bankers, financial institutions,
suppliers and all others associated with the Company for their
continued support.
For and on behalf of the Board
Kolkata 700 071 J D Curravala G. Srinivasan
23rd May, 2012 Managing
Director Director
Mar 31, 2011
TO THE SHAREHOLDERS
1. The Directors submit their Annual Report together with the audited
accounts for the year ended 31st March, 2011.
2. The results for the year under review are given below :
Rs. Crores
2010-2011 2009-2010
Sales 40.75 23.26
Profit before interest 22.60 14.36
and depreciation
Interest à Ã
Gross Profit 22.60 14.36
Depreciation (0.85) (0.86)
Profit before Tax 21.75 13.50
Taxation (MAT credit in
respect of earlier year) 1.93 (2.33)
Profit after taxation 23.68 11.17
As can be seen from the above table, during the period under review,
profit before interest and depreciation amounted to Rs.22.60 crores and
profit after tax amounted to Rs.23.68 crores as compared to Rs.14.36
crores and Rs.11.17 crores respectively during the previous year. A MAT
credit of Rs. 1.93 crores against a debit of Rs.2.33 crores in the
previous year contributed Rs. 4.26 crores towards increase in PAT.
DIVIDEND
3. The Company continues to be in a consolidation mode, hence no
dividend has been considered for the year under review.
FINANCE & ACCOUNTS
4. As in the previous year, there were no borrowings during the year
ended 31st March 2011.
5. Capital Expenditure for the year amounted to Rs.8.54 Lakhs (2009-10
- Rs.42.91 Lakhs) and value of assets put into use during the year
amounted to Rs.8.54 Lakhs (2009-10 -Rs.54.69 lakhs)
CONSOLIDATED ACCOUNTS
6. In compliance with Accounting Standard 21 of The Institute of
Chartered Accountants of India, consolidated accounts are annexed
hereto.
PARTICULARS OF EMPLOYEES
16. Information as required under Section 217(2A) of the Companies
Act, 1956 read with the Companies (particulars of employees) Rules,
1975, as amended, is not applicable as no employee is covered under the
said Rules.
SUBSIDIARY COMPANY
17. i) As reported earlier GKW Infosystems Limited was not generating
revenues. Hence pursuant to an application made under section 560 of
the Companies Act, 1956, the said subsidiary company has been dissolved
during the year under review.
ii) Accounts and Annual Reports of GKW (Overseas Trading) Limited, a
subsidiary company, has been appended hereto.
INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956
18. Particulars as prescribed under sub-section (1)(e) of Section 217
of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are given below:
A. CONSERVATION OF ENERGY
Strict implementation of energy conservation measures such as sealing
any leakages in compressed air supply lines and utilization of
capacitor banks to improve power factor.
B. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION AND INNOVATION
The nature of business activity carried on by the Company at present
does not entail any Research and Development and technology absorption
and innovation as such. However product development and process
improvement is an on going exercise.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Earnings in foreign exchange during the year amounted to Rs. NIL
(2009/2010 Ã Rs. Nil) and outgo was Rs. 4.70 lakhs (2009/ 2010 Ã Rs. 1
lakh).
DIRECTORS
19. Mr. M. L. Lahoti, Director of the Company, retires by rotation and
being eligible, offers himself for re-appointment.
20. Mr. N. K. Navalakha, Director of the Company, retires by rotation
and being eligible, offers himself for re-appointment.
21. Mr. J. D. Curravala, Managing Director was re-appointed as
Managing Director of the Company for a period of one year from 11th
August, 2010 subject to approval of the Shareholders in General
Meeting.
22. Mr. G. Srinivasan, Director was re-appointed as Wholetime Director
of the Company for a period of one year from 13th September, 2010
subject to approval of the Shareholders in General Meeting.
AUDITORS
23. Messrs. Lodha & Company, the retiring Auditors, have expressed
their willingness to be re-appointed.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
24. The Directors hereby confirm:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) that the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
25. The Company has taken adequate steps to ensure compliance of the
mandatory provisions of Corporate Governance as issued by Securities
and Exchange Board of India vide Circular No.
SEBI/CFD/DIL/CG/1/2004/12/10 dated 29.10.2004. A report on Corporate
Governance is appended hereto.
ACKNOWLEDGEMENT
26. The Board of Directors would like to thank the Company's
customers, employees, shareholders, bankers, financial institutions,
suppliers and all others associated with the Company for their
continued support.
For and on behalf of the Board
J. D. Curravala G. Srinivasan
Managing Director Director
Kolkata 700 071
10th May, 2011
Mar 31, 2010
1.The Directors submit their Annual Report together with the audited
accounts for the year ended 31st March, 2010.
2. The results for the year under review are given below :
Rs. Crores
2009-2010 2008-2009
Sales 23.26 94.96
Profit before interest
and depreciation 14.36 18.27
Interest - (2.22)
Gross Profit 14.36 16.05
Depreciation (0.86) (6.56)
Profit before Tax 13.50 9.49
Taxation (Net) (2.33) (1.83)
Profit after taxation but 11.17 7.66
before Exceptional items
Exceptional items - (4.25)
Profit after taxation and
Exceptional items 11.17 3.41
Figures for the previous year are not comparable as they include
results pertaining to the Powmex Steels Division for the period 1st
April, 2008 to 31st January, 2009. The said division was demerged from
the Company with effect from 1st February, 2009.
Profit before interest and depreciation amounted to Rs.14.36 crores and
profit after tax Rs.13.50 crores during the year ended 31st March,
2010.
DIVIDEND
3. The Company being in a consolidation mode, no dividend has been
considered for the year under review.
NEW DEMAT NUMBER ALLOTTED TO THE COMPANY BY NSDL & CDSL
4. Pursuant to the Scheme of Demerger of Powmex Steels Undertaking and
the resultant reduction, reorganization and consolidation of the
Companys share capital, new distinctive numbers were allotted to all
the 5966500 Equity Shares of Rs. 10 each fully paid up and new demat
ISIN number INE 528A 01020 was allotted to the Company by National
Securities Depositories Limited and Central Depository Securities
Limited.
FINANCE & ACCOUNTS
5. As in the previous year, there were no borrowings as at 31st March
2010.
6. Capital Expenditure for the year amounted to Rs.42.91 Lakhs
(2008-09 - Rs 36.95 Lakhs) and value of assets put into use during the
year amounted to Rs.54.69 Lakhs (2008-09 - Rs.25.17 lakhs)
CONSOLIDATED ACCOUNTS
7. In compliance with Accounting Standard 21 of The Institute of
Chartered Accountants of India, consolidated accounts are annexed
hereto.
FOREIGN EXCHANGE EARNINGS AND OUTGO
17. Earnings in foreign exchange during the year amounted to Rs. Nil
Lakh (2008/2009 - Rs.362 lakhs) and outgo was Rs. 1 lakh (2008/2009 -
Rs.2295 lakhs). Previous years figures are not comparable as they
include earnings and outgo pertaining to Powmex Steels Division which
was demerged from the Company with effect from 1st February, 2009.
CONSERVATION OF ENERGY
18. The particulars as prescribed under sub-section (1) (e) of Section
217 of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are given
in Form "A" attached hereto and forms part of this Report.
RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION AND INNOVATION
19. The nature of business activity carried on by the Company at
present does not entail any Research and Development as such. However
product development and process improvement is an on going process.
SUBSIDIARY COMPANIES
20. Accounts and annual reports of the subsidiary companies have been
appended hereto.
PARTICULARS OF EMPLOYEES
21. Information as required under Section 217(2A) of the Companies
Act, 1956 read with the Companies (particulars of employees) Rules,
1975, as amended, are given with the Annexure forming part of the
report.
DIRECTORS
22. Mr. G. Srinivasan, Director will retire by rotation and being
eligible offers himself for reappointment.
23. Mr. P S Lodha will be appointed as Director on the Board subject
to retirement by rotation. Mr. P. S. Lodha was appointed as Director
in the casual vacancy caused by the demise of Late P. N. Biyani. The
Company has received notice under Section 257 of the Companies Act,1956
from a member signifying his intention to propose the appointment of
Mr. P.S. Lodha as Director of the Company. Your Directors recommend his
appointment.
AUDITORS
24. Messrs. Lodha & Company, the retiring Auditors, have expressed
their willingness to be re-appointed.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956.
26. The Directors hereby confirm :
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) that the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
27. The Company has taken adequate steps to ensure compliance of the
mandatory provisions of Corporate Governance as issued by Securities
and Exchange Board of India vide Circular No. SEBI/CFD/
DIL/CG/1/2004/12/10 dated 29.10.2004. A report on Corporate Governance
is appended hereto.
ACKNOWLEDGEMENT
28. The Board of Directors would like to thank the Companys
customers, employees, shareholders, bankers, financial institutions,
suppliers and all others associated with the Company for their
continued support.
For and on behalf of the Board
Kolkata J D Curravala G. Srinivasan
12th May, 2010 Managing Director Director