Directors Report of Gokul Refoils & Solvent Ltd.
Mar 31, 2018
The members,
The Directors are pleased to present the 25th Annual Report of the Company along with the Audited Financial Statements for year ended 31st March, 2018.
1. FINANCIAL RESULTS
The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:
(Amount Rs. in Lakhs)
|
Sr.No. |
Standalone |
Consolidated |
|||
|
31.03.2018 |
31.03.2017 |
31.03.2018 |
31.03.2017 |
||
|
1 |
Revenue from operations |
18627.08 |
23174.32 |
198775.07 |
185748.99 |
|
2 |
Other Income |
1948.77 |
1160.97 |
2904.84 |
1616.23 |
|
3 |
Total Revenue |
20575.85 |
24335.30 |
201679.91 |
187365.23 |
|
4 |
Profit / (Loss) before interest, Depreciation , Exceptional items and Taxes (PBIDTA) |
(309.51) |
147.85 |
838.90 |
989.63 |
|
5 |
Interest and Financial Cost |
292.22 |
375.63 |
3281.85 |
3237.85 |
|
6 |
Depreciation and Amortisation |
15.96 |
11.75 |
456.02 |
434.22 |
|
7 |
Exceptional Items |
(2798.83) |
- |
(2478.27) |
- |
|
8 |
Profit/(Loss) before Taxation (PBT) |
(3108.34) |
147.85 |
(1639.37) |
989.63 |
|
9 |
Provision of Taxation including Deferred Tax liability/(Assets) |
(127.53) |
84.83 |
330.47 |
519.09 |
|
10 |
Profit/ (Loss) from ordinary activities after tax |
(2980.81) |
63.02 |
(1969.85) |
470.55 |
|
11 |
Net Profit/(Loss) from discontinued operations after tax |
2809.03 |
(390.27) |
2874.65 |
(228.36) |
|
12 |
Net Profit/(Loss) |
(171.78) |
(327.25) |
904.80 |
242.18 |
|
13 |
Total Comprehensive Income/(Loss) |
(167.81) |
(340.24) |
896.11 |
222.49 |
2. INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2017 with a transition date of 1st April, 2016. The financial statements of the Company for the financial year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.
3. DIVIDEND
In view of losses, your Directors do not recommend any dividend for the financial year 2017-18.
4. BUSINESS PERFORMANCE
Standalone Basis
During the year under review, total revenue from operation was Rs. 18,627.08 Lakhs against Rs. 23,174.32 Lakhs in the previous year. There has been decrease by 19.62 % in total income.
Net loss from continued operations is Rs. (2980.81) Lakhs for year ended 31.03.2018 against Net Profit of Rs. 63.02 lakhs in previous year. Net profit from dis-continued operations is Rs. 2809.03 Lakhs for year ended 31.03.2018 against net loss of Rs. (390.27) lakhs in previous year. Net Loss for the year ended 31.03.2018 is Rs. (171.78) Lakhs from operations (continued and dis-continued) against net loss of Rs. (327.25) lakhs in previous year. The performance for year under review was primarily impacted due to divestment of Haldia undertaking and loss due to foreign subsidiary. After divestment of Haldia undertaking, the company continued with its trading activity.
Consolidated Basis
During the year under review total revenue from operation was Rs. 198775.07 lakh against Rs. 185749 lakhs in the previous year, There has been increase by 7.01 % in total income.
Net loss from continued operations is Rs. (1969.85) Lakhs for year ended 31.03.2018 against Net Profit of Rs. 470.55 lakhs in previous year. Net profit from dis-continued operations is Rs. 2874.65 Lakhs for year ended 31.03.2018 against net loss of Rs. (228.37) lakhs in previous year. Net Profit for the year ended 31.03.2018 is Rs. 904.80 Lakhs from operations (continued and dis-continued) against net profit of Rs. 242.18 lakhs in previous year.
There has been no change in the nature of business of the Company during the financial year under review.
5. Business performance of Subsidiaries:
(i) Domestic Subsidiary
Gokul Agri International Limited
Gokul Agri International Limited (GAIL), wholly-owned subsidiary of the Company has its production facility at Sidhpur, District-Patan, Guarat, India and is engaged in the business of seed processing, solvent extraction, refining of edible oils and industrial oil such castor oil. The Sidhpur Plant currently processes various types of oils including KachiGhani oil, Mustard oil, Refined Cottonseed oil, Soyaben Refined oil, Palmolein and Castor oil. It is also trading in agro commodities including spices in domestic and international market.
During the year under review, total revenue from operation was Rs. 1,86,916.82 Lakhs against Rs. 1,83,431.90 Lakhs in the previous year. There has been increase by 1.90 % in total income.
Net profit from operation is Rs.788.72 Lakhs for year ended 31.03.2018 against Net Profit of Rs. 820.15 lakhs in previous year.
(ii) Overseas Subsidiary
- Gokul Refoils Pte Ltd, wholly-owned subsidiary of the Company incorporated in Singapore which has not yet started any significant activity. Net loss of the Company is $ (6,182) for year ended 31.03.2018 against Net loss of $ (22,662) in previous year.
- Maurigo International Ltd-(MIL) Mauritius (wholly owned foreign subsidiary), of the company has been carrying on business in commodity and commodity derivatives in international market which was complementing to the business of Haldia undertaking.
Due to divestment of Haldia undertaking the Company, the MIL was voluntarily wound- up in accordance with the provisions of the Mauritius Companies Act, 2001. Due to losses suffered by the MIL the Company incurred a net loss of Rs. 2798.83 lakhs on investment made in MIL which is included under exceptional item in the statement of profit and loss.
6. DIVESTMENT OF HALDIA UNDERTAKING
The Haldia undertaking of the company comprising edible oil refinery in the state of west Bengal was set up in the year 2009. Since last few years due to lower capacity utilization,unfavourable duty structure and other operational difficulties, the cost of administration and control of Haldia undertaking had been increasing. After obtaining all the required approvals, the, divestment process of Haldia Undertaking was completed on October 13, 2017 and the Company received Rs. 253.55 Crores as full and final consideration
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.
8. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2018 was Rs. 2637.90 Lakhs. There has been no change in capital structure of the Company during the year under review.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
During the year, M/s Maurigo International Limited - Mauritius (Wholly Owned Foreign Subsidiary of our Company) has been voluntary wound up under the provision of Mauritius Companies Act, 2001 and therefore it ceased as a subsidiary of the Company.
Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiaries, associates and joint venture companies is attached as Annexure in Form AOC-1 prepared under Section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company which forms part of this report.
The Company has kept the separate audited financial statements in respect of each of subsidiaries at the Registered Office of the Company and available upon the request by any shareholder of Company. The said financial statements are also available on the website of your Company at www.gokulgroup.com. The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www.gokulgroup.com/investor.php
10. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Consolidated Financial Statements for the financial year ended 31st March, 2018 are the Company''s first IND-AS compliant annual consolidated financial statements with comparative figures for the year ended 31st March, 2017.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retire by Rotation
Mr. Balvantsinh Rajput is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommend for his re-appointment.
As required under regulation 36(3) of the Listing Regulations, particulars of Director seeking re-appointment at the ensuing AGM are annexed to the notice convening Twenty Fifth AGM.
Appointment / Resignation
During the year under review, there is no change in the constitution of Board of Directors.
Criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013
The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013. The details of familiarization programme for Independent Directors, conducted during the year, have been provided under the Corporate Governance Report.
Evaluation of Board Performance
In compliance with the Companies Act, 2013 and SEBI (LODR), Regulations, 2015, the performance evaluation of the Board and its Committees was carried out during the year under review. More details on the same are given in the Corporate Governance Report.
Nomination and Remuneration Policy
The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees can be viewed at the Company''s website at weblink http://www.gokulgroup.com/investor.php
12. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment of women at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of women at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules and no complaint has been received on sexual harassment during the financial year 2017-18.
13. WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The details of the said Policy is explained in the Corporate Governance Report and also posted on the website of the Company.
14. AUDIT COMMITTEE
The Audit Committee comprises Directors namely Mr. Piyushchandra Vyas (Chairman), Mr. Karansinhji Mahida, Prof. (Dr). Dipooba Devada and Mr. Bipinkumar Thakkar.
All the recommendations made by the Audit Committee were accepted by the Board. The details of term of reference of the Audit Committee, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.
15. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.
Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. The Board provides oversight and reviews the Risk Management Policy periodically. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.
16. MEETINGS OF BOARD
The Board of Director met seven times during the year 2017-18. The Details of the Board Meetings and the attendance of the Directors are given in the Corporate Governance Report.
17. DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions Section 134(3)(c) of Companies Act, 2013, the Directors state that:-
a) In the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable Indian accounting standards have been followed and that there are no material departures;
b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and the profit and loss of the Company for the year ended on that date;
c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The directors have prepared the annual accounts on a going concern basis;
e) That proper internal financial controls are in place and that the financial control are adequate and are operating effectively; and
f) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such a systems are adequate and operating effectively.
18. AUDITORS
i) STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. M. M. Thakkar & Co. Chartered Accountants, Rajkot having Firm Registration No. 110905W were appointed as Statutory Auditors of the Company from conclusion of the 24th Annual General Meeting (AGM) till the conclusion of the 29th AGM to be held in the year 2022.
M M Thakkar & Co, Chartered Accountants have furnished a declaration confirming their independence as well as their arm''s length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the company.
The Auditor''s Report to the shareholders for the year under review does not contain any qualification.
Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government:-
During the year under consideration, there were no such instances.
ii) SECRETARIAL AUDITOR
M/s. Mohan B. Vaishnav, Practicing Company Secretaries were appointed to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as ANNEXURE-I to this Report.
The Secretarial Auditor has made observation for not spending the CSR obligation by the Company for FY 2017-18 under Section 135 of the Companies Act, 2013.
The explanation on the said observation has been given under Point no. 19: Corporate Social Responsibility in this report.
iii) COST AUDITORS
M/s. Ashish Bhavsar & Associates, Cost Accountants (Firm Reg. No. 000387), were reappointed as Cost Auditors for the financial year 2017-18 to conduct cost audit of the accounts maintained by the Company in respect of the products prescribed under the applicable Cost Audit Rules.
The Cost Audit Report for the financial year 2017-18, in respect of the products prescribed under relevant Cost Audit Rules shall be filed as per the requirements of applicable laws.
The Company doesn''t fall under the purview and requirement to get the cost audit done for FY 2018-19 pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, hence the Company has not appointed Cost Auditors for FY 2018-19.
19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of Rs. 0.40 Lakhs to the Investor Education and Protection fund established by the Central Government during the financial year 2017-18, in compliance with Section 125 (3) of the Companies Act, 2013. The said amount represents unpaid and unclaimed dividend amount for the financial year 2009-2010 (Final Dividend) and 2010-2011 (Interim Dividend), which were lying with the Company for a period of 7 years from their due dates of payment. Prior to transferring the aforesaid sum, the Company has send reminders to the shareholders for submitting their claims for unpaid and unclaimed dividend amount for the financial year 2009-2010 and 2010-2011.
20. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility Committee comprises Mr. Balvantsinh Rajput as the Chairman, Mr. Piyushchandra Vyas and Prof.(Dr.) Dipooba Devada as the members.
Reason for not spending the CSR Amount:
The Company has been carrying out the CSR activities through a Registered Trust engaged in the sector of Promoting Education and Health Care. However, during the Financial Year 2017-18, the Company could not spent the CSR obligation as despite best efforts, a viable project could not be identified by the Registered Trust through which amount was committed and approved by the Board. The Board has proposed to spend such unspent amount in the next financial year.
The Report on CSR activities is given in ANNEXURE-II forming part of this Report.
21. MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report.
22. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015 a separate section on Corporate Governance forms part of this report and Certificate from a Company''s Auditor regarding compliance of conditions of Corporate Governance is as ANNEXURE-III.
23. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ANNEXURE-IV which forms part of this report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE-V which forms part of this report.
24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked ANNEXURE-VI and forming part of this Report.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the company had not entered into any contract or arrangement or transactions with related parties which could be considered ''material'' (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.
However, you may refer to Related Party transactions, as per the Ind AS, in Note No.41. of the Standalone Financial Statements.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link:- http://www.gokulgroup.com/investor.php
27. EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in ANNEXURE-VII.
28. INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to section 134(5)(e) of the Act. For the year ended on March 31, 2018, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Company''s operations. Managing the Risks of fraud and corruption.
29. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1) Details relating to deposits covered under Chapter V of the Act.
2) Issue of equity shares with differential rights as to dividend, voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4) Neither the Managing Director nor the Whole-time Director of the Company receives any commission from the Company and they are not disqualified from receiving any remuneration or commission from any of subsidiaries of the Company.
5) No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s future operations.
30. APPRECIATIONS
Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company''s employees at all levels.
For, Gokul Refoils and Solvent Limited
Date : May 21, 2018 Balvantsinh Rajput
Place: Ahmedabad Chairman & Managing Director
(DIN:00315565)
Mar 31, 2015
TO,
THE MEMBERS OF
GOKUL REFOILS AND SOLVENT LIMITED
The Directors are pleased to present the 22nd Annual Report along with
the Audited Financial Statements for the period from 1st April 2014 to
31st March, 2015.
1. FINANCIAL PERFORMANCE
The summarized standalone and consolidated results of your Company and
its subsidiaries are given in the table below.
(Amount Rs. in Lacs)
Sr.
No. Particulars Standalone Consolidated
31.03.2015 31.03.2014 31.03.2015 31.03.2014
1 Sales 583,053.52 622701.84 583,053.52 622701.84
2 Operating and
Other Income 9154.38 18280.11 9159.52 19831.52
3 Total Revenue 592207.90 640981.95 592213.04 642533.36
4 Profit before
interest,
Depreciation,
Exceptional
items and 15597.13 13751.21 15276.38 13805.77
Taxes (EBIDTA)
5 Interest and
Financial Cost 10759.69 9025.37 10763.18 9028.72
6 Depreciation
and Amortisation 3261.89 3743.21 3262.72 3744.02
7 Exceptional Items 41.59 - 41.59 -
8 Profit/(Loss)
before Taxation
(PBT) 1533.96 982.63 1208.89 1033.03
9 Provision of
Taxation including 291.37 673.81 292.13 673.81
Deferred Tax
liability/(Assets)
10. Profit after Tax 1242.59 308.82 916.76 359.22
11. Share of Loss
from associate
company 0.00 0.00 0.44 (1.02)
12. Net Profit/ (Loss) 1242.59 308.82 917.20 358.20
2. OPERATIONS
During the year, the net revenue from operations decreased by 6.80%,
from Rs. 622,701.84 lacs to Rs. 583,053.52 lacs. For FY-2014-15 and
profit after tax stood at Rs. 1,242.59 lacs from Rs. 308.82 lacs in the
previous year, registering a growth of 302%.
3. DIVIDEND
Your Directors do not recommend dividend for the year under review, in
order to strengthen other Long term resources of the Comapany.
4. MARKETING AND EXPORT
A modest pick in the Global Economy boosted the exports of the Company
is Rs. 800.78 crore in the year 2014-2015 (including indirect export).
Aggressive Marketing efforts and reletentless focus on quality have
been impressive export performance enablers with nonetheless added
numerous multinational companies in the clientele list of the Company.
5. RESERVES
No amount is appropriated from Profit and Loss Account and transferred
to any Reserve Account.
6. COMPOSITE SCHEME OF ARRANGEMENT
The Composite Scheme of Arrangement in the nature of de-merger and
Transfer of Gandhidham Undertakings (Gandhidham Undertaking and
Gandhidham Wind-Mill Undertaking) of the Company to Gokul Agro
Resources Limited, Transfer of Sidhpur Undertakings (Sidhpur
Undertaking and Sidhpur Wind-Mill Undertaking) of the company to Gokul
Agri International Limited and Consequential restructure of the Share
Capital in the form of utilisation of Security Premium Account of the
Company was approved by Shareholder, Unsecured Creditors and Secured
Creditors in their respective Court Convened Meetings. The Company has
filed Petition to Hon"ble High Court of Gujarat for the Approval of
Said Composite Scheme of Arrangement and the same is awaiting sanction.
7. SUBSIDIARY COMPANIES
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of financial statements
of subsidiaries, associates and joint venture companies in form AOC-1
is attached to the Accounts. The separate audited financial statements
in respect of each of the subsidiary companies shall be kept open for
inspection at the Registered Office of the Company.
The Company will also make available these documents upon request by
any Member of the Company interested in obtaining the same. The
separate audited financial statements in respect of each of the
subsidiary companies are also available on the website of the Company
at www. gokulgroup.com.
8. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2015 was Rs. 2637.90
lacs. During the year under review, the Company has not issued shares
with differential voting rights nor granted Stock Options nor Sweat
Equity.
9. DEPOSIT
The Company has not accepted or renewed any public deposits during the
year. There are no outstanding and overdue deposits as at 31.03.2015.
Therefore, the Sections 73 and 74 of the Companies Act, 2013 and
Companies ( Acceptance of Deposits) Rules, 2014 are not applicable
10. WEBSITE
As per the Clause 54 of Listing Agreement, the Company has maintained a
functional website namely "www.gokulgroup.com" containing basic
information about the company e.g. details of its business, financial
information, shareholding pattern, compliance with corporate
governance, contact information of the designated officials of the
company who are responsible for assisting and handling investor
grievances, details of agreements entered into with the media companies
and/or their associates, etc.for the benefit of all stake holders of
the Company. The contents of the said website are updated on regular
basis.
11. ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo are required to be given pursuant
to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014 is annexed hereto marked ANNEXURE
I and forming part of this Report.
12. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
Your Company has complied with all the applicable environmental laws
and labour laws. The Company continues to be certified under ISO- 22000
for its environmental management system. The Company has complied with
the relevant laws and has been taking all necessary measures to protect
the environmental and maximize worker protection and safety.
Your Company is having status of ISO -22000 Certification, which is
internationally recognized for the production, quality control and
other qualities. The ISO certification will give international
recognisation and will help boost expert turnover.
13. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF
ANY
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
14. AUDITORS:
1. STATUTORY AUDITORS
The Company's Auditors, Messrs M.R.Pandhi and Associates, Chartered
Accountants, who retire at the ensuing Annual General Meeting of the
Company are eligible for reappointment. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed thereunder for reappointment as Auditors of the Company. As
required under Clause 49 of the Listing Agreement, the auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
Comments of the Auditors in their report and the notes forming part of
the Accounts, are self-explanatory and need no comments.
2. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies ( Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Compnay has appointed M/s Mohan B.
Vaishnav, Practicing Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is being attached as ANNEXURE-II with the Directors report which
is self explanatory and needs no comments.
3. COST AUDITORS
Pursuant to Section 148(3) of the Companies Act, 2013, The Companies
(Cost Records and Audit) Rules 2014 and The Companies ( Cost Records
and Audit) Amendment Rules 2014, the cost audit records maintained by
the Comapny in respect of its edible oil activities is required to be
audited. Your Directors had, on the recommendation of the Audit
Committee appointed M/s. Ashish Bhavsar & Co., Cost Accountants as Cost
Auditors of the Company for the year 2015-16 for audit. The cost
accounts of the Company for the Financial Year 2015-16 on a
remuneration of Rs. 50,000. As required under the Companies Act,2013,
the remuneration payable to the Cost Auditor is required to be placed
before the Members in a General Meeting for thier ratification.
Accordingly, a resoultion seeking Members's ratification for the
remuneration payable to M/s. Ashish Bhavsar & Co., is included at
item.8 of the Notice convening the Annual General Meeting.
The Audit Committee has also received a certificate from the Cost
Auditor certifying their independence and arm's length relationship
with the Company.
15. INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial
Statements commensurate with the size and nature of business of the
Company.
16. INSURANCE & RISK MANAGEMENT
The assets of the Company are adequately insured against the loss of
fire, riot, earthquake, terrorism, loss of profits, etc. and other risk
which considered necessary by the management.
17. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions Section 134(5) of Companies Act,
2013, the Board confirm and submit the Directors' Responsibility
Statement:- a) In the preparation of the Annual Accounts, the
applicable accounting standards have been followed and that there are
no material departures;
b) The Directors had selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2014 and the profit and loss of the
Company for the year ended on that date;
c) The Directos have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts on a going concern
basis.
e) That proper internal financial controls were in place and that the
financial control were adequate and were operating effectively.
f) The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and operating effectively.
18. CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of Listing Agreement with Stock Exchanges,
Consolidated audited Financial Statements of the Company's and its
subsidiaries and associates, for the year ended 31st March, 2015 have
been prepared by the Company in accordance with the requirements of
Accounting Standard 21 "Consolidated Financial Statements" and other
Accounting Standards prescribed by the Institute of Chartered
Accountants of India. The Audited Consolidated Financial Statements
together with Auditors' Report form part of the Annual Report.
Total Consolidated net profit of the Company and its subsidiaries
amounted to Rs.917.20 lacs for the financial year ended 31.03.2015 as
compared to Rs.1242.59 lacs on a standalone basis.
19. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion &
Analysis describing the Strategic Business Review, Statutory Reports,
Financial Statements, Company's objectives, expectations or forecasts
may be forward-looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the
Company's operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws,
economic developments within the country and other factors such as
litigation and industrial relations.
20. CORPORATE GOVERNANCE REPORT
The Company has complied with the Corporate Governance requirement
under the Companies Act, 2013 and as stipulated under Clause 49 of the
Listing Agreement with the stock exchanges.
A separate Section on Corporate Governance, along with a certificate
from the Company's Auditors confirming the compliance, is annexed and
forms part of the Annual Report.
21. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
The detailed analysis of the operating performance of the Company for
the year, the state of affairs and the key changes in the operating
environment have been included in the Management Discussion and
Analysis Section which forms a part of the Annual Report.
22. PARTICULARS OF EMPLOYEES
The Information required pursuant to Section 197 read with Rules, 5 of
the Companies ( Appointment and Remuneration of the Managerial
Personnel) Rules, 2014 in respect of employees of the Company will be
provided upon request. In terms of section 136(1) of the Act, the
report and accounts are being sent to the Members and others entitled
thereto, excluding the information on employees particulars which is
available for inspection by the Members at the Registered office of the
Company during business hours on working days of the Company upto the
date of the ensuing Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such members may write to the Company
Secretary in this regard.
23. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
The Company has zero tolerance for Sexual harassment at workplace and
has adopted a policy against Sexual harassment in line with the
Provisions of Sexual Harassment of Women at work place (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules frame thereunder.
During the Financial Year 2014-15, the Company has not received any
complaints on sexual harassment and hence no complaints remain pending
as of 31st March, 2015.
24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Investor Education Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has already filed the
necessary form and uploaded the details of unpaid and unclaimed amounts
lying with the Company.
25. DISCLOSURES UNDER THE COMPANIES ACT, 2013
1. Extract of Annual Return: The details forming part of the extract
of the Annual Return in Form MGT-9 as Enclosed in ANNEXURE-III
2. Number of Meeting of Board
The Board of Director met Five times in the year 2014-15. The Detials
of the Board Meetings and the attendance of the Directors are provided
in the Coprporate Governance Report.
3. Committees of Board
The details of composition of the various Committees of Board of
Directors are as under
a. Audit Committee
Sr.
No. Name Chairman / Members
1 Mr. Piyushchandra Vyas Chairman
2 Mr. Kanubhai Thakkar Member
3 Mr. Karansinhji Mahida Member
4 Dr. Dipooba Devada Member
b. Nomination & Remuneration Committee
Sr.
No. Name Chairman / Members
1 Dr. Dipooba Devada Chairperson
2 Mr. Karansinhji Mahida Member
3 Mr. Piyushchandra Vyas Member
c. Corporate Social Responsibility (CSR) Committee
Pursuant to Section 135 of the Companies Act 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014 the Corporat
Social Responsibility Committee has constituted and it consists of
following Directors:
Sr.
No. Name Chairman / Members
1 Mr. Balvantsinh Rajput Chairman
2 Mr. Piyushchandra Vyas Member
3 Dr. Dipooba Devada Member
During the year, the committee had met on 31st July, 2014 and 10th
January, 2015.
Corporate Social Responsibility Committee shall
1. Formulate and recommend to the Board, a Corporate Social
Responsibility policy which shall indicate the activities to be
undertaken by the company as specified in Schedule VII and is annexed
hereto marked ANNEXURE IV and forming part of this Report.
2. Recommend the amount of expenditure to be incurred on the
activities referred above.
3. Monitor the corporate social responsibility policy of the company
from time to time.
The Board of Directors after taking into account recommendations made
by the corporate Social Responsibility committee shall approve the
corporate social responsibility policy for the Company and disclose
contents of such policy in its report and also place it on the website
and ensure that activities included in policy are undertaken by the
Company. The CSR committee shall institute a transparent monitoring
mechanism for implementation of the CSR projects or programs or
activities undertaken by the Company.
Your Company firmly believes that it is the responsibility of every
member of the society to give back for all the good that the society
has bestowed upon us. The Company continues to make focused efforts for
fulfilling CSR, with the thrust areas being education, health. The
Company is supporting the activities of Shree Bahuchar Jan Seva Trust
which is providing healthcare services to the general public at large
running one hospital at Sidhpur and another at Gandhidham.
d. Stakeholder Relationship Committee
Sr.
No. Name Chairman / Members
1 Dr. Dipooba Devada Chairperson
2 Mr. Kanubhai Thakkar Member
3 Mr. Bipinkumar Thakkar Member
e. Risk Management Committee
Business Risk Evaluation and Management is an ongoing process within
the Organization. The Company has a robust risk management framework to
identify, monitor and minimize risks as also identify business
opportunities.
The objectives and scope of the Risk Management Committee broadly
comprises:
- Onsight of risk management performed by the executive management;
- Reviewing risks and evaluate treatment including initiating
mitigation actions and ownership as per a pre-defined cycle;
- Reviewing the BRM policy and framework in line with local legal
requirements and SEBI guidelines;
- Defining framework for identification, assessment, monitoring,
mitigation and reporting of risks.
Within its overall scope as aforesaid, the Committee shall review risks
trends, exposure, potential impact analysis and mitigation plan.
The composition of the Risk Management Committee is consisting of
Senior level management officer and all Head of Department
4. Related Party Transactions
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in ANNEXURE V in Form
AOC-2 and the same forms part of this report.
5. Significant and Material Orders passed by the Regulators
During the year under review, the no significant and material orders
were passed by the regulators or courts or tribunals impacting the
going concern status and company's operations.
6. Material changes and commentment, if any, affecting financial
position of the Company which occured between end of the financial year
to the Company to which financial statement relate and date of the
report.
No material changes during the period between end of the financial year
to the company to which financial statement relate and date of the
report.
7. Disclosure pursuit to Emplyee Stock Option and Employee Purchase
Schemes:
Company does not grant any employee stock option or any employee
purchase scheme to employee in finacial year 2014-15.
26. VIGIL MECHANISM /WHISTLE BLOWER
The Company has a vigil mechanism Policy to deal for Directors and
employees of the Company to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of the company's code
of conduct or ethics policy in terms of provisions of Section 177(9) of
the Companies Act, 2013 and Rules made thereunder and revised Clause Â
49 of the Listing Agreement with Stock Exchanges. The details of the
Vigil Mechanism / Whistle Blower Policy is explained in the Corporate
Governance Report and also posted on the website of the Company.
27. INTERNAL CONTROLS
The Company has documented robust and comprehensive internal control
system for all the major processes to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic
goals, compliance with policies, procedure, Laws and regulation,
safeguarding of assets and economical and efficient use of resources.
The Company has a formal system of internal control testing which
examines both the design effectiveness and operational effectiveness to
ensure reliability of financial and operational information and all
statutory / regulatory compliances. The Company's business processes
are on SAP platform and has a strong monitoring and reporting process
resulting in financial discipline and accountability.
28. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
a) by Auditor in his Report
b) by practicing Company Secretary in his Secretarial Audit Report
Auditor's report and Secretarial auditor's report does not contain any
qualification, reservation or adverse remark or disclaimer so there is
no need to give any explanation.
29. PARTICULARS OF LOANS , GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
30. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Appointment and Cessation:
Shri Balvantsinh Rajput, Chairman and Managing Director (DIN:00315565),
is liable to retire by rotation and being eligible offers himself for
re-appointment. Our Directors recommended for his re-appointment.
Further on expiry of term of remuneration on 31st March, 2014 the
Remuneration Committee of Board of Directors has considered and
recommended for extention in the remuneration payable to Shri.
Balvantsinh Rajput, Chairman and Managing Director (DIN:00315565) and
Shri. Kanubhai Thakkar, Managing Director (DIN:00315616) w.e.f. 1st
April, 2014 till expiry of term of appointment up to 14th June, 2016.
Our Directors recommended to pass necessary resolution as set out in
the item no. 4 and 5 of the notice of the Annual General Meeting.
Pursunat to section 203 of the Companies Act, 2013 and Rules thereof
Shri Kanubhai Thakkar, Managing Director, Shri Bipinkumar Thakkar,
Wholetime Director-Legal, Shri Mahesh Agrawal- Group CEO & CFO and Shri
Kalpesh Desai- Company Secretary appointed as Key Managerial Personnel
during the year.
Mr. Kalpesh Desai, has resigned and in his place Mr. Harish Motwani was
appointed as Company Secretary. Further Mr. Harish Motwani, has
resigned and in his place Mr. Kalpesh Desai appointed as Company
Secretary during the year.
b. Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
c. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
31. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company's operations are committed to
the pursuit of achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively
impact the socio-economic and environmental dimensions and contribute
to sustainable growth and development.
32. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
33. LISTING ON STOCK EXCHANGES:
The Company's shares are listed on the following Stock Exchanges with
effect from 4th June, 2008.
Bombay Stock Exchange Limited (BSE)
25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai  400 001 Stock
code: 532980
National Stock Exchange of India Limited (NSE)
Exchange Plaza, Plot No. C-1, G Block, Bandra-Kurla Complex, Bandra
East,
Mumbai  400 051.
Stock code: 16705
Annual Listing Fees for the year 2014-2015 have been paid by the
Company to BSE and NSE
35. ACKNOWLEDGEMENTS
Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and co-
operation extended by them. The Directors also gratefully acknowledge
all the stakeholders of the Company viz. customers, members, dealers,
vendors, banks and other business partners for the excellent support
received from them during the year. The Directors place on record their
sincere appreciation to all employees of the Company for their
unstinted commitment and continued contribution to the Company.
For, Gokul Refoils and Solvent Limited
Kanubhai Thakkar Bipin Thakkar
Managing Director Whole Time Director
Date : 30th May, 2015
Place : Ahmedabad
Mar 31, 2014
To The Members,
The Directors are pleased to present the 21st Annual Report on the
affairs of the Company along with the Audited Financial Statements for
financial year ended on 31st March, 2014.
FINANCIAL HIGHLIGHTS:
Highlights of Financial Results for the year are as under: (Amount Rs. In
lacs)
Sr Particulars Standalone
No
31.03.2014 31.03.2013
1 Sales 622701.84 564267.89
2 Operating and Other Income 18280.11 23768.40
3 Total Revenue 640981.95 588036.29
4 Profit before interest, Depreciation, 13751.21 23876.72
Exceptional items and Taxes (EBIDTA)
5 Interest and Financial Cost 9025.37 19292.17
6 Depreciation and Amortisation 3,743.21 3654.56
7 Profit/(Loss) before Taxation (PBT) 982.63 929.99
8 provision of Taxation including Deferred 673.81 (362.51)
Tax liability (Assets)
9 Share of loss from associate company - -
10Profit/ (Loss) after Taxation (PAT) 308.82 1292.50
Sr Particulars Consolidated
No 31.03.2014 31.03.2013
1 Sales 624794.78 566096.57
2 Operating and Other Income 19831.53 23891.48
3 Total Revenue 644626.31 589988.05
4 Profit before interest, Depreciation, 13805.77 23687.54
Exceptional items and Taxes (EBIDTA)
5 Interest and Financial Cost 9028.72 19401.56
6 Depreciation and Amortisation 3744.02 3658.05
7 Profit/(Loss) before Taxation (PBT) 1033.03 627.93
8 provision of Taxation including Deferred 673.81 (362.51)
Tax liability (Assets)
9 Share of loss from associate company (1.02) (1.90)
10Profit/ (Loss) after Taxation (PAT) 358.20 988.55
STANDALONE OPERATING PERFORMANCE
Your Company closed the financial year 2013-14 with turnover of Rs.
622701.84 lacs as compared to Rs. 564267.89 lacs made during the previous
year.
The achievement of 10.35% increase in turnover as compared to previous
year is quite encouraging performance made by your company. Despite
the fact that the adverse macro economic scenario particularly in the
form of high interst rates, depreciated currency and uncertainty due to
general elections led to deceleration in the economic recovery.
The profit before tax of the Company stood at Rs. 982.63 lacs as compared
to Rs.929.99 lacs achieved during previous year.
CONSOLIDATED OPERATING PERFORMANCE
The consolidated turnover made during the year under review was Rs.
624794.78 lacs as compared to Rs. 566096.57 lacs achieved during the
previous year, The Consolidated revenues of your Company thus rose by
10.36% during the financial year 2013-14 which was very valuable
looking to global economic scenario as was prevalent during the year
under review.
Further, the profit before tax as per the consolidated results shows
increase from Rs 627.93 lacs to Rs. 1033.03 lacs with growth by 64.51%
over previous year.
DIVIDEND
The Board has followed the plough back policy for future growth of your
company and in adherence thereto does not recommend any dividend.
WEBSITE
As per the Clause 54 of Listing Agreement, the Company has maintained a
functional website "www.gokulgroup.com" for the benefit of all stake
holders of the Company.
The contents of the said website are updated on regular basis.
FIXED DEPOSITS
The Company has not accepted or renewed any public deposits during the
year. There are no outstanding and overdue deposits as at 31.3.2014.
SUBSIDIARY COMPANIES
Ministry of Corporate Affairs, Government of India, vide its Circular
No. 2/2011 dated 8th February, 2011 and Circular No. 3/2011 dated 21st
February, 2011, has exempted Companies from attaching the Annual
Reports and other particulars of its Subsidiary Companies along
with Annual Report of the Company required under Section 212 of the
Companies Act, 1956. Therefore, the Annual Reports of the Subsidiary
Companies namely Maurigo International Limited, Mauritius, Maurigo Pte
Limited, Singapore and Professional Commodity Services Private Limited
are not attached with this Annual Report. However, a statement giving
certain information as required vide aforesaid circular dated 8th
February, 2011 are attached along with the Consolidated Accounts.
The Annual Accounts of Subsidiary Companies and the related details/
informations shall be made available to shareholders at any point of
time on their demand. The Annual Accounts of the Subsidiary Companies
have been kept for inspection at the registered office of the Company
and at the office of Subsidiary Companies. The Company shall provide
free of cost, the copy of the Annual Accounts of its Subsidiary
Companies to the shareholders upon their request.
DIRECTORS
As per section 152 of the Companies Act, 2013 (corresponding Section
256 of the Companies Act, 1956), and clause 168 of Article of
Association of the Company Mr. Kanubhai Thakkar is liable to retire by
rotation and being eligible, offers himself for re-appointment. Mr.
Bipinkumar Thakkar was appointed as Additional Director and Whole Time
Director- Legal subject to approval of Members w.e.f 16th January, 2014
for a period for three years on a remuneration as recommended by
Remuneration Committee.
The Office of Mr. Bipinbhai Thakkar expires on conclusion of an ensuing
Annual General Meeting. The Board has proposed to regularize his
appointment as Regular Director and Whole Time Director- legal in
General Meeting liable to retire by rotation.
Mr. Karansinhji Mahida, Dr. Dipooba Devada and Mr. Piyushchandra Vyas
are Independent Directors of the Company. Pursuant to Section 149(4) of
the Companies Act, 2013 every listed public Company shall have at least
one-third of the total number of Directors as Independent Directors.
Section 149(10) of the Companies Act, 2013, inter alia, provides that
subject to the provisions of Section 152, an Independent Director shall
hold office for a term up to five consecutive years on the Board of a
Company.
Further pursuant to Section 149(13), the provisions of Sub-sections (6)
and (7) of section 152 in respect of retirement of Directors by
rotation shall not be applicable to appointment of Independent
Directors.
INSURANCE
All the movable and immovable assets of the Company are adequately
insured and are covered for all the necessary risks.
AUDITORS
The Statutory auditors being Partnership Firm has completed the period
prescribed under Section 139 of the Companies Act, 2013. However,
Section further provides for the cooling period of three years for
compliance of said provision. In adherence thereto, the Board of
Directors has recommended the reappointment of M/s. M.R. Pandhi &
Associates, Chartered Accountants, Ahmedabad, as Statutory Auditors of
the Company to hold office from the conclusion of this Annual General
Meeting till the conclusion of next Annual General Meeting to audit the
accounts of the company for the financial year 2014-15 and submit the
report there on to the board of directors of the Company.
COST AUDITOR
Pursuant to Section 148(3) of the Companies Act, 2013 (corresponding
Section 233B(2) of the Companies Act, 1956), the Board of Directors on
the recommendation of the Audit Committee appointed M/s. Ashish Bhavsar
& Associates, Cost Accountants as Cost Auditors of the Company for the
year 2014-15. M/s. Ashish Bhavsar & Associates, have confirmed that
their re-appointment is within the limits of Section 141(3) of the
Companies Act, 2013 ( corresponding 224(1B) of the Companies Act, 1956)
and have also certified that they are free from any disqualification
specified under Section 141(3) of the Companies Act, 2013.
The Audit Committee has also received a certificate from the Cost
Auditor certifying their independence and arm''s length relationship
with the Company.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of Listing Agreement with Stock Exchanges,
Consolidated audited Financial Statements of the Company''s and its
subsidiaries and associates, for the year ended 31st March, 2014 have
been prepared by the Company in accordance with the requirements of
Accounting Standard 21 "Consolidated Financial Statements" and other
Accounting Standards prescribed by the Institute of Chartered
Accountants of India. The Audited Consolidated Financial Statements
form part of the Annual Report.
ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo are required to be given pursuant
to Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosures of particulars in the Report of the Board of Directors)
Rules, 1988 is annexed hereto marked Annexure A and forming part of
this Report.
DIRECTORS RESPONSIBILITY STATEMENT
As per the provisions Section 217(2AA) of Companies Act, 1956, the
Directors hereby state and confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed and that there are no material departures;
b) The Directors have selected such Accounting Policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and the profit of the Company for
the year ended on that date;
c) The Directos have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts on a going concern
basis.
MANAGEMENT''S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
The detailed analysis of the operating performance of the Company for
the year, the state of affairs and the key changes in the operating
environment have been included in the Management Discussion and
Analysis Section which forms a part of the Annual Report.
VIGIL MECHANISM /WHISTLE BLOWER
Every listed company and other companies have to formulate the vigil
mechanism for Directors and employees of the Company to report genuine
concerns about unethical behavior, actual or suspected fraud or
violation of the company''s code of conduct or ethics policy in terms of
provisions of Section 177(9) of the Companies Act, 2013 and Rules made
thereunder and revised Clause  49 of the Listing Agreement with Stock
Exchanges. The Company has formulated vigil mechanism and whilstle
blower policy.
The vigil mechanism shall provide for adequate safeguards against
victimization of employees and directors who avail of the vigil
mechanism and also provide for direct access to the Chairperson of the
Audit Committee under Section 177(9) of the Companies Act, 2013.
In case of repeated frivolous complaints being filed by a director or
an employee, the audit committee may take suitable action against the
concerned director or employee including reprimand. A whistle blower
may be within the organization who discloses any illegal, immoral or
illegitimate practices to the employer;He/She may be employee, superior
officer or designated officer. The mechanism shall also be available
for outsiders to report their genuine concerns.
CORPORATE GOVERNANCE REPORT
A separate Section on Corporate Governance, along with a certificate
from the Auditors confirming the compliance, is annexed and forms part
of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014 the Corporate
Social Responsibility Committee has constituted and it consists of
following Directors:
1. Mr. Balvantsinh Rajput - Chairman
2. Mr. Piyushchandra Vyas - Member
3. Dr. Dipooba Devada - Member Corporate Social Responsibility
Committee shall
1. Formulate and recommend to the Board, a Corporate Social
Responsibility policy which shall indicate the activities to be
undertaken by the company as specified in Schedule VII.
2. Recommend the amount of expenditure to be incurred on the
activities referred above.
3. Monitor the corporate social responsibility policy of the company
from time to time
The Board of Directors after taking into account recommendations made
by the corporate Social Responsibility committee shall approve the
corporate social responsibility policy for the Company and disclose
contents of such policy in its report and also place it on the website
and ensure that activities included in policy are undertaken by the
Company
The CSR committee shall institute a transparent monitoring mechanism
for implementation of the CSR projects or programs or activities
undertaken by the Company.
Your Company firmly believes that it is the responsibility of every
member of the society to give back for all the good that the society
has bestowed upon us. The Company continues to make focused efforts for
fulfilling CSR, with the thrust areas being education, health. The
Company is supporting the activities of Shree Bahuchar Jan Seva Trust
which is providing healthcare services to the general public at large
running one hospital at Sidhpur and another at Gandhidham.
INTERNAL CONTROL SYSTEM
The Company has documented robust and comprehensive internal control
system for all the major processes to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic
goals, compliance with policies, procedural, laws and regulation,
safeguarding of assets and economical and efficient use of resources.
KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR:
Mr. Mahesh Agrawal was appointed as Group Chief Executive Officer and
Chief Financial Officer. Mr. Dineshkumar Sharma, Whole Time Director
has resigned and in his place Mr. Bipinkumar Thakkar was appointed as
Whole Time Director during the year.
Mr. Bipinkumar Thakkar - Whole Time Director, Mr.. Mahesh Agrawal-
Group- CEO and Company Secretary are identified as Key Managerial
Persons under Section 203 of the Companies Act, 2013.
RISK MANAGEMENT
The Company has formulated the risk management policy which indicate
company''s standards for risk taking while conducting business and to
provide an easy-to-access guide any time you have a question. The Risk
Management Group will currently cover Market Risk, Credit Risk, Process
Risk and other risks as detailed in these documents. Each risk is
covered within this Policy. This Policy will apply across all products,
throughout the firm.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosure to the Board
that they fulfill all the requirement as to qualify for their
appointments as an Independent Director under the provision of The
Companies Act,2013 as well as clause 49 of the Listing Agreement.
EQUAL OPPORTUNITY EMPLOYER
The Company has always provided a congenial atmosphere for work to all
Sections of the Society.
It has provided equal opportunities for employment to all without
regard to their caste, religion, colour, marital status and sex.
PARTICULARS OF EMPLOYEES
None of the employees was drawing salary in excess of the limits
prescribed under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975 as amended.
CAUTIONARY STATEMENT
Statements in the Director''s Report and the Management Discussion and
Analysis describing the Company''s objectives, expectations or
predictions, may be forward looking within the meaning of applicable
Securities Laws and Regulations. Actual results may differ materially
from those expressed in this statement. Important factors that could
influence the Company''s operations include: global and domestic demand
and supply conditions affecting selling prices,new capacity additions,
availability of critical materials and their cost, change in
Government''s Policies and tax laws, economic development of the
Company, and other factors which are material to the business operation
of the Company.
CORPORATE GOVERNANCE
Your company is committed to good corporate governance practice and
following to the guidelines prescribed by the SEBI and stock exchange
form time to time. The Company has implemented all of its major
stipulations as applicable to the company. The Statutory auditors
certificate in accordance with the clause 49 of the listing agreements
and report on the corporate governance is annexed hereto and forming
part of the Directors Report.
Mr. Kanubhai Thakkar, Managing Director and Mr. Mahesh Agrawal, Group
Chief Executive officer have given a certificate to the Board as
contemplated in sub clause-V of the clause 49 of the Listing Agreement.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep sense of
gratitude to the Banks, Central, State Government, their Departments
and the Local Authorities for their continued guidance and support.
We would also like to place on record our sincere appreciation for
commitment, dedication and hard work put in by every member of the
GOKUL FAMILY.
And to you, our stakeholders, we are deeply grateful for the confidence
and faith that you have always reposed in us.
For, Gokul Refoils and Solvent Limited
Balvantsinh Rajput
Chairman and Managing Director
Date : 30th May, 2014
Place : Ahmedabad
Mar 31, 2013
Dear Stakeholder,
The Directors are pleased to present the 20th Annual Report nf the
Company and Annual Audited Accounts for the financial, year ended 31*
March, 2013.
Financial Results:
The financial highlights of the Company for the financial year 2012-13
as compared to the previous financial year 2011-12 on Standalone and
Consolidated basis is as below:
{Rs.In Lacs)
Standalone Consolidated
Sr.
No. Particulars 33.03.2013 31.03.2012 31.03.2013 31.03.2012
1. Sales 581537.73 640709.16 583365.58 642031.76
2. Operating and
Other Income 23768,40 14629.21 23891.48 15188.28
3. Total Revenue 605306.13 655338.37 607257.06 657220.04
4. Profit before
interest.
Depreciation, 23876.72 4208.08 23687.54 4372.03
Exceptional items
and Taxes (F.8IDTA)
5. Interest and
Financial Cost 19392,17 1962.90 19401.56 15217.42
Depreciation and
Amortisation 3654.56 3289.67 3053.05 3292,76
7. Proflt/{ijOK}be
foreTanHefl(PBO 929.99 (14044-49) 627.3
(14miS)
8. Provision for
Taxation Including (362.51) (3335.87) (362.51) (3330.68)
Deferred Tax
tiabUfty/(Assets)
9 Share in profitless)
of Associate (1-90) (2-41)
10. Profit/(Loss)
after Taxation (PAT) 1292.50 (10708.62) 98835 (10809.88)
Standalone Operating Performance
The Company has achieved turnover of Rs. 581537.73 lacs as compared to t
640709.16 lacs of the previous year.
There has heen decrease dF 9.24% in sales during this year as compared
to previous year.
The Company made a net profit after tax of 7 1292.50 lacs as compared
to previous year net loss after tax of Rs. 10708.62 lacs.
Consolidated Operating Performance
The Company has made consolidated turnover of Rs. 583365.58 lacs as
compared to Rs. 642031.76 Ucs of the previous year. There has been
decrease of 9.14% in sales during this year as compared to previous
year.
The Company made a consolidated net profit after tax of Rs. 988.54 lacs
as compared to previous year net loss after tax of T 10809.88 lacs.
Dividend
Your Directors do not recommend dividend for the year under review, in
order to strengthen the long term resources of the Company.
Webifte
As per the Clause 54 of the Listing Agreement, the Company has
maintained a functional website www.gokulgroup.com which has all the
details i.e. derails of its business, financial information,
shareholding pattern, compliance with corporate governance, code of
conduct contact information of the designated officials of the Company
who are responsible for assisting and handling investor grievances,
details of agreements entered into with the media Companies and/or
their associates, etc.
The contents of the said website are updated on regular basis.
Fixed Deposits
The Company has not accepted any Fixed Deposits from the public and it
is therefore not required to comply with the requirements under
Non-Banking Non-Financial Companies (Reserve Banx) Directions. 19&6 and
Companies (Acceptance of Deposits) Rules, 1975,
Subsidiary Companies
Ministry of Corporate Affairs, Government nf India, vide Its circular
No. 2/2Q11 dated S"" February, 2011 and Circular No. 3/2011 dated '')''¦¦
February, 2011 has exempted Companies from attaching the Annual Reports
and other particulars of its Subsidiary Companies along with the Annual
Report of the Company required under Section 212 of the Companies Act
1956. Therefore, the Annual Reports Of the Subsidiary Companies namely
Maurigo International Ltd, Mauritius, Maurigo Pte Ltd, Singapore and
Professional Commodity Services Private Limited are not attached with
this Annual Report. However, a statement giving certain information as
required vide aforesaid circular dated 6r February, 2011 attached along
with the Consolidated Accounts
The annual accounts of the Subsidiary Companies and the related
detailed Information shall be made available to shareholders at any
point of time on their demand. The annual accounts of the Subsidiary
Companies have been kept for inspection at the registered office of the
Company and at the office of Subsidiary Companies. The Company shall
provide free of cost the copy of the Annual Accounts of its Subsidiary
Companies to the Shareholders upon their request
Directors
As per Section 256 of the Companies Act, 1956 and in terms of Article
16B of the Articles of Association, Shri Piyushchandra Vyas is liable
to retire by rotation and being eligible, offers himself for
re-appointment Shri Dineshkumar Shanna was appointed as Wholetime
Director- Legal with effect from 141* May, 2012 for a peHod of one
year. According to the terms of appointment his tenure ends on 131*
May, 2013. Tn accordance with the provisions tf Companies Act 1956 and
the Company''s Articles of Association, the Board of Directors by
passing circular resolution dated llft May, 2013 re-appointed him to*
further period of one year, subject to approval from Members on the
remuneration as recommended by Remuneration Committee.
Insurance
All the movable and immovable assets of the Company are adequately
insured and are covered for all the risks.
Auditors
M/s. M.R. Pandhi & Associates, Statutory Auditors, will retire at the
ensuing Annual General Meeting and are eligible for re-appointment M/s.
M.R. Pandhi & Associates have confirmed that their re-appointment. If
made, shall be within the limits specified under Section 224-[iR) of
the Companies Act 1956.
Cost Auditors
Pursuant to Section 2338(2) of the Companies Act, 1956, the Board of
Directors on the recommendation of the Audit Committee appointed M/s.
Ashish Bhavsar & Associates, Cost Accountants as Cost Auditors of the
Company for the year £013-14. M/s. Ashish Bhavsar & Associates, have
confirmed that tiieir appointment is within the limits of Section
224(1B) of the Companies Act, 1956 and have also certified that they
are free from any disqualifications specified under Section 2338(5)
read with Section 22* Sub-Section (3) or sub-Section(4) of Section 226
of the Companies Act, 1956.
The Audit Committee has also received a certificate from the Cost
Auditor certifying their independence and arm''s length relationship
with the Company,
Consoli d ated Pi nan d al State merits
As stipulated by Clause 32 of Listing Agreement with Stock Exchanges,
Consolidated Audited Financial Statements of the Company''s and its
Subsidiaries and Associates, for the year ended 31" March, 2013 have
been prepared by the Company in accordance with the requirements of
Accounting Standard 21 "Consolidated Financial Statements'' and other
Accounting Standards prescribed by the Institute of Chartered
Accountants of India. The Audited Consolidated Financial Statements
together with Auditors'' Report form part of the Annual Report.
Energy, Technology Absorption and Foreign Exchange
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo are required to be given pursuant
to Section 217(l)(e) of the Companies Ac:, 1956 read with the Companies
(Disclosures of particulars in the Report of the Board of Directors)
Rules, 19SS is annexed hereto ma-ked Arnexure A and forming part of
this report
Directors Responsibility Statement
Pursuant to the Section 217(2AA) of the Companies Act, 1956 as amended,
the Directors confirm that
1) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material departures;
ii) The Directors have selected such Accounting Policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as tD give a t-ue and fair view of the state of affairs
of the Company as at 31" March, 2X113 and the profit of the Company for
the year ended an that date.
iti) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets oF the Company and
for preventing and detecting fraud and other irregularities.
tv) The Directors have prepared the Annuat Accounts on a going concern
basis. Management''s Discussion and Analysis of Financial Conditions
The detailed analysis of the operating performance of the Company for
the year, the state of affairs and the key changes in the operating
environment have been included in the Management Discussion and
Analysis Section which forms a part of the Annual Report.
Compliance with the Governance Framework
The Company is in compliance with all mandatory requirements of Clause
49 of the Listing Agreement. In addition, the Company has also adopted
the non-mandatory requirements of constitution of the Remuneration
Committee and establishing of Whistle Slower mechanism, Risk
Management. A separate Section on Corporate Governance, along with a
certificate from the Auditors confirming the compliance, is annexed and
forms part of the Annual Report.
Corporate Social Responsibility (CSR)
Your Company firmly beLieved that it was the responsibility of every
memher of the society to give back for aLl the good that the society
has bestowed upon us. The Company continues to make focused efforts for
fulfilling its CSR, with the thrust areas being education, health. The
Company is supporting the activities of Shree Bahuchar Jan Seva Trust
which is providing healthcare services to the general public at large
running one hospital at Sidhpur and another at Gandhidham.
Internal Control System
The Company has documented robust and comprehensive Internal, control
systems for all the major processes to ensure reliability of financial
reporting, timely Redback on achievement of operational and strategic
goals, compliance with policies, procedure, laws and regulations,
safeguarding o* assets and economical and efficient use of resources.
Particulars of the Employees
The information required under Section 217{2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, in respect of the employees of the Company is required to be
attached to this Report. In terms of Section 219{l)(b)[iv) of the Ac-.,
the Report and Accounts are being sent to the members and others
entitled thereto, excluding the aforesaid Annexure. The Annextre is
available for inspection by the members at the Registered Office of the
Company during business hours on working days up to date of the ensuing
Annual General Meeting. If any member is interested in obtaining a copy
thereof, such members may write to the Company Secretary, whereupon a
copy would be sent
Equal Opportunity Employer
The Company has always provided a congenial atmosphere for wcrk to aLl
Sections of the society. It has provided equal opportunities of
employment tD all withaLt regard to thEir caste, religion, colour,
marital status and sex.
Cautionary Statement
Statements in the Directors'' Report and the Management Discussion and
Analysis describing the Company''s objectives, expectations or
predictions, may be forward looking within the meaning of applicable
securities laws and regulations. Actual results may differ materially
from those expressed In the statement. Important factors that could
influence the Company''s operations Include: global and domestic demand
and supply conditions affecting selling prices, new capacity additions,
availability of critical materials and their cost, changes In
government policies and tax laws, economic development of the country,
and other factors which are material to the business operations of the
Company.
Acknowledgements
Your Directors take this opportunity to express their deep sense of
gratitude to the Banks, Central State Governments, their departments
and the local authorities for their continued guidance and support.
We would also like to place on record our sincere appreciation for the
commitment, dedication and hard work put in by every member of the
GOKUL family,
And to you, our shareholders, we are deeply grateful for the confidence
and faith that you have always reposed in us,
For, Gokul Re foils and Solvent Limited
Place : Ahmedabad Balvantslnh Rajput
Date : 3(F Nay, 2013 Chairman and Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 19th Annual Report on
the affairs of the Company along with the audited statement of Accounts
for the year ended 31st March, 2012. The Report also includes the
Management Discussion and Analysis in accordance with the provisions of
the Clause 49 of the Listing Agreement.
Financial Highlights
(Rs. In Lacs)
Sr.
No. Particulars 31.03.2012 31.03.2011
1. Sales 640709.16 446453.96
2. Operating and Other Income 14629.21 8256.63
3. Total Revenue 655338.37 454710.59
4. Profit before interest, Depreciation,
Exceptional items and Taxes (EBIDTA) 4208.08 19600.51
5. Interest and Financial Cost 14962.90 7582.82
6. Depreciation and Amortisation 3289.67 3018.65
7. Profit/(Loss) before Taxation (PBT) (14044.49) 8999.04
8. provision of Taxation including Deferred
Tax liability/(Assets) (3335.87) 2800.97
9. Profit/(Loss) after Taxation (PAT) (10708.62) 6198.07
Operational Performance
During this year, the Company has achieved turnover of Rs. 640709.16
lacs as compared to Rs. 446453.96 lacs of the previous year, which
shows increase of 43.51 % as compared to the previous year. Our
export turnover has also been increased to Rs. 146032.71 lacs as
compared to Rs. 90631.30 lacs with record growth of 61.13 % as
compared to previous year. Though the volume and performance improved
compared to previous year, the Company made a net loss after tax of Rs.
10708.62 lacs as compared to previous year net profit after tax of Rs.
6198.07 lacs, primarily due to increase in material cost and foreign
exchange loss.
Dividend
Due to loss and with a view to conserve resources for operational
purposes, your Directors have not recommended any dividend on equity
shares for the year under review.
Expansion of Existing Projects and Status of New Projects
The Company has strengthened manufacturing facilities by enhancing
castor seed processing capacity from 1100 TPD to 2000 TPD, castor
solvent extraction capacity from 600 TPD to 1200 TPD and castor
refining capacity from 400 TPD to 600 TPD at Gandhidham Plant.
The capacity for Bakery shortening added by 100 TPD at Gandhidham Plant
in addition to Vanaspati/IEF capacity increased from 200 TPD to 300
TPD. At Sidhpur plant Mustared Solvent extraction capacity increased
from 400 TPD to 700 TPD. At Haldia plant Fractionation capacity
increased from 600 TPD to 800 TPD.
To meet Company requirement of power, Company is in process of
installing wind turbine generators at Porbander with an installed
capacity of 2.5 MW. After the installation the Company will have wind
power generation capacity of 7.5 MW which is meant for captive use.
Website
As per the Clause 54 of the Listing Agreement, the Company has
maintained a functional website www.gokulgroup.com which has all the
details i.e. details of its business, financial information,
shareholding pattern, compliance with corporate governance, contact
information of the designated officials of the Company who are
responsible for assisting and handling investor grievances, details of
agreements entered into with the media companies and/or their
associates, etc.
The contents of the said website are updated on regular basis.
Fixed Deposits
The Company has not accepted any Fixed Deposits from the public and it
is therefore not required to comply with the requirement under
Non-Banking Non-Financial companies (Reserve Bank) Directions, 1966 and
Companies (Acceptance of Deposits) Rules, 1975.
Subsidiary Companies
Your Company has three wholly owned subsidiary companies namely Maurigo
International Ltd, Mauritius, Maurigo Pte Ltd, Singapore and
Professional Commodity Services Private Limited. In line with Section
212 of the Companies Act, 1956, and as per the Circular No. 2/2011
dated 8th February, 2011 and Circular No. 3/2011 dated 21st February,
2011, the consent of the Board has been obtained for not attaching the
audited statements of accounts along with the Director's Report and the
Auditor's report of these companies. The annual accounts of the
subsidiary companies and the related detailed information shall be made
available to shareholders at any point of time on their demand. The
annual accounts of the subsidiary companies have been kept for
inspection at the Registered office of the Company and at the office of
subsidiary Companies.
Directors
As per Section 256 of the Companies Act, 1956 and in terms of Article
155 of the Articles of Association, Shri Dineshkumar Sharma is liable
to retire by rotation and being eligible, offers himself for
re-appointment.
Shri Dineshkumar Sharma has been appointed as the wholetime Director-
Legal of the Company subject to the approval of members with effect
from 14th May, 2012.
Shri Gyan Chordia resigned as Director and Executive Director of the
Company w.e.f. closing hours of 31st March, 2012.
The Shareholders in the Annual General Meeting held on 24th September,
2011 have passed the resolution for reappointment and payment of
Remuneration to Shri Balvantsinh Rajput and Shri Kanubhai Thakkar,
Managing Directors Rs. 1,50,00,000 per annum to each and Remuneration
to be payable to Gyan Chordia, Executive Director Rs. 1,11,00,000 per
annum.
Due to loss in the year under review the remuneration is to be
restricted to Rs. 48,00,000 per annum to each of the aforesaid
Managerial Personnel, in term of the provisions of the Schedule XIII of
the Companies Act, 1956.
The brief resume of of Shri Dineshkumar Sharma having reappointed as
Director is attached to the notice of the ensuing Annual General
Meeting.
Insurance
All the movable and immovable assets of the Company are adequately
insured and are covered for all the risks.
Auditors
M/s. M.R. PANDHI & ASSOCIATES, Chartered Accountants, Ahmedabad,
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting and are eligible for reappointment. They
have expressed their willingness to act as the Auditors of the Company,
if reappointed. They have further confirmed that the said appointment
would be in conformity with the provisions of Section 224 (1B) of the
Companies Act, 1956 and that they are not disqualified for such
reappointment within the meaning of Section 226 of the said Act. Your
Directors request you to reappoint the Auditors and fix their
remuneration.
The Auditors' Report on accounts of the Company for the Accounting year
ended 31st March, 2012 is self explanatory and do not call for further
explanations or comments and that may be treated as adequate compliance
of Section 217(3) of the Companies Act, 1956.
Cost Auditor
In compliance of Circular No. F No.52/26/CAB-2010 dated 24th January,
2012 issued by the Ministry of Corporate Affairs, Government of India,
Cost Audit Branch, the Company has appointed M/s. Ashish S Bhavsar
& Co., cost accountants as cost auditor to conduct cost audit for
the year 2012-13.
Consolidated Financial Statements
As stipulated by Clause 41 of Listing Agreement with Stock Exchanges,
Consolidated audited Financial Statements of the Company's and its
subsidiaries and associates, for the year ended 31st March, 2012 have
been prepared by the Company in accordance with the requirements of
Accounting Standard 21 "Consolidated Financial Statements" and
other Accounting Standards prescribed by the Institute of Chartered
Accountants of India. The Audited Consolidated Financial Statements
form the part of the Annual Report.
Particulars Regarding Conservation of energy & Technology
Absorption & Foreign Exchange Earnings and Outgo
Information in accordance with the provision of Section 217(1) (e) of
the Companies Act, 1956 read with Companies (Disclosures of particulars
in the Report of the Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in the statement annexed as Annexure A
hereto forming a part of this Report.
Directors Responsibility Statement
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, the Directors hereby state and confirm that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material
departures ADs-
ii) The Directors have selected such Accounting Policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March 2012 and of the loss of the Company for
the year ended on that date.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the interest of the Company and
for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the Annual Accounts on a going concern
basis.
Management's Discussion and Analysis of Financial Conditions
A separate Section on Management Discussion and Analysis, as stipulated
in Clause 49 of the Listing Agreement with the Stock Exchanges forms
the part of the Annual Report.
Corporate Governance
The Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance as were applicable
during the year under review to the Company.
A report on Corporate Governance practices followed by the Company, the
Auditors' Certificate on compliance of mandatory requirements thereof
and Management Discussion and Analysis are given as Annexed to this
report.
Corporate Social Responsibility (CSR)
The Company is supporting the activities of Shree Bahuchar Jan Seva
Trust which is providing healthcare services to the general public at
large running one hospital at Sidhpur and another at Gandhidham.
The Company also proposes to support educational institution.
Particulars of the Employees
As per the Companies (Particulars of Employees) Amendment Rules, 2011
and the provisions of Section 217(2A) of the Companies Act, 1956,
details of the names and other particulars of employees drawing
remuneration aggregating to more than Rs. 60,00,000 (Rupees Sixty Lacs
Only) per annum and Rs. 5,00,000 (Rupees Five Lacs) per month, are
required to be attached to this report. However, as permitted by
Section 219(1)(b)(iv) of the Companies Act, 1956, this Annual Report is
being sent to the shareholders excluding aforesaid information. Any
shareholder desirous of obtaining such particulars may write to the
Company Secretary.
Acknowledgement and Appreciation
The Directors take this opportunity to express their gratitude and
appreciation for the co-operation and assistance received from the
Stock Exchanges, Bankers, Government and various Government Agencies as
well as Shareholders during the year under review.
The Directors also wish to place on record their appreciation of the
devoted and dedicated service rendered by all the employees of the
Company for ensuring that the Company performs well.
For and on behalf of the Board
Place : Ahmedabad Balvantsinh Rajput
Date : 13th August,2012 Chairman and Managing Director
Mar 31, 2011
Dear Stakeholders,
The Directors are pleased to present the 18th Annual Report on the
affairs of the Company along with the Audited statement of Accounts for
the year ended 31st March, 2011. The Report also includes the
Management Discussion and Analysis in accordance with the provisions of
the Clause 49 of the Listing Agreement.
Financial Highlights
(Rs. in lacs)
Sr. Particulars 31st March, 31st March,
No. 2011 2010
1. Sales and Operating
Income 4,53,404.75 2,81,628.40
2 Other Income 473.51 408.80
3. Total Revenue 4,53,878.27 2,82,037.21
4 Profit before Interest,
Depreciation, Exceptional
items and Taxes (EBIDTA) 16,612.60 12,023.53
5 Interest and Financial
Cost(Net) 4,594.91 3,253.95
6 Depreciation and Miscellaneous
Expenditure Written Off 3,018.65 2,508.64
7 Profit before Taxation (PBT) 8,999.04 6,260.94
8 Tax including Deferred Tax 2,854.61 2,005.77
9 Profit after Taxation (PAT) 6,144.44 4,255.18
10 Short(Excess) provision of
Taxation for Earlier years (53.64) (39.82)
11 Profit brought forward
from the Previous Year 18,610.51 15,276.92
12. Profit Available for
Appropriation 24,808.59 19,571.92
Transfer to General Reserve 500.00 500.00
Interim Dividend 153.81 Ã
Proposed Dividend 290.17 395.69
Tax on Proposed Dividend 47.07 65.72
13. Balance carried to
Balance Sheet 23,817.53 18,610.51
Operational Performance
During this year, turnover has increased to Rs. 4,53,405 lacs as
compared to Rs. 2,81,628 lacs which has significantly increased by 61 %
as compared to previous year. The net profit of the Company has
increased to Rs. 6,144 lacs as compared to Rs. 4,255 lacs which has
significantly increased by 44% as compared to previous year. Our export
turnover has also been increased to Rs. 92,271 lacs as compared to Rs.
42,116 lacs with record growth of 119% as compared to previous year.
In 2010-11, Gokul Refoils and Solvent Ltd attained two landmarks viz.
Its highest ever record turnover and highest net profit. This landmark
performance is a result of better
penetration in new and existing markets with new capacities; higher
consumer demand for FMCG products due to growing affluence and higher
disposable income in the hands of consumers linked to better quality of
life and best in class manufacturing performance at all our plants.
Record performance is also attributed to volume growth and better
margin in branded products. The growth in export turnover is due to
capture more market share of meal and castor oil well supported by
capacity additions during the year.
The year 2010-11 experienced the Indian economy battle with out of
control, upward spiraling food prices and uncontrollable inflation.
Indian industries fought a long drawn battle between falling profits
and consumer benefit. In this dismal scenario, where on one end World
recession kept global sentiments low and on the other end domestic
inflation impacted household spending, edible oils brought much needed
relief to the Indian agri basket by maintaining level prices. In view
of unstable economic environment, capacity expansion, increased
efficiency led optimum capacity utilization and an increased share from
branded sales helped the Company successfully tide over difficult
times.
Segment Information
Hitherto the management had identified two primary business segments
viz. Edible oil business and non-edible oil businesses. Due to changes
in the internal reporting system and organization as structure based on
the guiding principles given in Accounting Standard on "Segment
Reporting (AS-17)" issued by the Institute of Chartered Accountant of
India, the management reviewed and reclassified its primary business
segments as "Agro based commodities" which incorporates product groups
viz. soyabean, palm line, cotton seed oil, sun flower oil, mustard
seed oil, castor oil, oil cakes, de-oiled cakes, vanaspati, oil seeds,
its bye products and other agro-commodities which have similar
production process, similar methods of distribution and have similar
risks and returns. Hence, the primary segment information is reported
based on this classification from this year.
Dividend
The Company has paid Interim Dividend of 5% (Rs. 0.10/- per share)
during the year. In view of the improved performance of the Company,
the Directors are pleased to recommend a final dividend of 11% (Rs
0.22/- per share). Thus the aggregate dividend for the year 2010-11
works out to 16% (Rs. 0.32/- per share) and the total payout will be
Rs. 491.05 lacs including dividend distribution tax of Rs. 68.97 lacs.
Status of New Projects and Expansion of Existing Projects
During this year, we strengthened our manufacturing facilities by
enhancing our castor seed processing capacity from 300 TPD to 1100 TPD,
castor solvent extraction capacity from 200 TPD to 600 TPD and castor
refining capacity from 200 TPD to 400 TPD.
To meet India's oil deficit and growing demand, the Company is making
all efforts to run its facilities at optimum levels. Better
efficiencies have come into the production process with the
commencement of our ultra modern chillex plant at Sidhpur with a
capacity of 500 TPD. The Chillex technology is the latest technology
available across the globe and we believe, among few of the best
state-of-the-art edible oil plants in Asia today.
Gearing to meet the growing demand your Company has increased its
production capacity from 19,14,000 MT in FY10 to 23,94,000 MT in FY11.
Further, we have successfully run our new Haldia plant on optimum
capacity utilization. This has led to enhanced access and logistics
efficiency in markets of the North East, West Bengal, Bihar, Jharkhand,
Orissa and Uttar Pradesh. The refinery with 1,100 TPD capacity has
given boost to the top line and bottom line of Company.
The Company is further expanding its solvent extraction capacity at
Sidhpur plant by 300 TPD to meet out growing export demand of Rapeseed
meal. Further, we are increasing capacity of Castor BSS plant (Castor
Refining) at Gandhidham by 200 TPD to capture more market share of
castor oil.
Today, with four manufacturing plants spread over strategic geographic
locations, we are the one of the top edible oil companies in India as
well as top castor oil companies in the world à giving us economies of
scale, reduced input costs and ability to serve large number of
customers.
Brand Building à Gokul and Zaika
It is imperative to create top of mind recall amongst your consumers
such that the product and the brand become synonymous. Gokul Refoils'
two flagship brands Gokul and Zaika performed exceptionally well in the
current year. Today, Gokul is positioned as the premium brand for the
loyal housewife while Zaika is the affordable brand and more popular in
vanaspati. All major brands of Gokul Refoils reported robust growth for
the year. Today, nearly 50% of the Company's edible oil sales come from
the branded segment and retail sales are also significantly increasing
in the proportion.
The Company has developed a two pronged strategy to address both the
urban and rural markets. As an initiative to increase its branded sales
proportion and visibility of products in the market, the Company has
placed its products in Big Bazaar, Spencer, Star Bazaar & National
Handloom and is in talks with other retail outlets like Reliance Retail
and D-Mart.
The Company is reaching out to the discerning housewife and family
shopper through these retail chains where its products are well stocked
and displayed in front shelves. Regular promotions and discounts help
in increasing new consumer trials and repeat sales.
The semi urban and rural markets are under-penetrated, scattered and
operate through "mom and pop" stores. Thus, distribution and reach are
critical to ensure products reach the consumers. Deepening our retail
penetration we increased our C&F/depots to 50 in FY11 from 41 in FY10.
A small but a substantial step towards dedicated retails sales was
undertaken by widening our distribution network to more than 1,000
distributors this year from around 400 in FY10. Giving a major push to
its retailing efforts, the Company doubled its retailers from approx
1,00,000 in FY10 to approx 2,00,000 in FY11.
Regular advertisements in print and electronic media at local and
national level, sponsoring local events to create brand visibility,
outdoor hoardings and radio advertisement are just some of the
activities undertaken by the Company in a dedicated effort towards
brand building.
Website
As per the Clause 54 of the Listing Agreement the Company has
maintained a functional website www.gokulgroup.com which has all the
details i.e. details of its business, financial information,
shareholding pattern, compliance with Corporate Governance, contact
information of the designated officials of the Company who are
responsible for assisting and handling investor grievances, details of
agreements entered into with the media companies and/or their
associates, etc.
The contents of the said website are updated on regular basis.
Fixed Deposits
The Company has not accepted any Fixed Deposits from the public and it
is therefore not required to comply with the requirement under
Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and
Companies (Acceptance of Deposits) Rules, 1975.
Subsidiary Companies
Your Company has three wholly owned subsidiary companies namely Maurigo
International Ltd, Mauritius, Maurigo Pte Ltd, Singapore and
Professional Commodity Services Private Limited. In line with Section
212 of the Companies Act, 1956, and as per the Circular No. 2/2011
dated 8th February, 2011 and Circular No. 3/2011 dated 21st February,
2011, the consent of the Board has been obtained for not attaching the
Audited Statements of Accounts along with the Director's Report and the
Auditor's report of these companies. The annual accounts of the
subsidiary companies and the related detailed information shall be made
available to shareholders at any point of time on their demand. The
annual accounts of the subsidiary companies have been kept for
inspection at the Registered office of the Company and the subsidiary
companies.
Directors
In terms of Article 170 of the Articles of Association, Shri Jayant
Parimal retire by rotation and being though eligible, because of his
preoccupation does not offer himself for reappointment at the ensuing
Annual General Meeting.
In terms of Article 170 of the Articles of Association, Dr. Dipuba
Devada retire by rotation and being eligible, offers herself for
re-appointment at the ensuing Annual General Meeting.
Shri Gyan Chordia was appointed as the Additional Director of the
Company with effect from 15th June, 2011. His term of office expires at
the ensuing Annual Feneral Meeting.
Notice has been received from Member pursuant to Section 257 of
Companies Act together with the necessary deposits of Rs. 500/-
proposing the appointment of Shri Gyan Chordia as a regular Director to
the Board of Directors.
Shri Gyan Chordia has been appointed as the Executive Director of the
Company subject to the approval of Members with effect from 15th June,
2011.
Shri Balvantsinh Rajput and Shri Kanubhai Thakkar have been
re-appointed as the Managing Directors of the Company with effect from
15th June, 2011.
The brief resume of Directors having reappointed are attached to the
notice of the ensuing Annual General Meeting.
Insurance
All the movable and immovable assets of the Company are adequately
insured and are covered for all the risks.
Auditors
M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad,
Auditors of the Company, retire at the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment and have expressed
their willingness to act as the Auditors of the Company, and have
further confirmed that the said appointment would be in conformity with
the provisions of Section 224 (1B) of the Act and that they are not
disqualified for such reappointment within the meaning of Section 226
of the said Act.
Consolidated Financial Statements
As stipulated by Clause 41 of Listing Agreement with Stock Exchanges,
Consolidated Audited Financial Statements of the Company, its
subsidiaries and associates, for the year ended 31st March, 2011 have
been prepared by the Company in accordance with the requirements of
Accounting Standard 21 "Consolidated Financial Statements" and other
Accounting Standards prescribed by the Institute of Chartered
Accountants of India. The Audited Consolidated Financial Statements
forms the part of the Annual Report.
Particulars Regarding Conservation of Energy & Technology Absorption &
Foreign Exchange Earnings and Outgo Information in accordance with the
provision of Section 217(1) (e) of the Companies Act, 1956 read with
Companies (Disclosures of particulars in the Report of the Board of
Directors) Rules,1988 regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in the
statement annexed hereto forming a part of this Report.
Directors Responsibility Statement
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, the Directors hereby state and confirm that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) They have selected such Accounting Policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2011 and of the profit of the Company for
the year ended on that date.
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the interest of the Company and for preventing and
detecting fraud and other irregularities;
iv) They have prepared the Annual Accounts on a going concern basis.
Management's Discussion and Analysis of Financial Conditions
A separate section on Management Discussion and Analysis, as stipulated
in Clause 49 of the Listing Agreement with the Stock Exchanges forms
the part of the Annual Report.
Corporate Governance
The Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance as were applicable
during the year under review to the Company.
A report on Corporate Governance practices followed by the Company, the
Auditors' Certificate on compliance of mandatory requirements thereof
and Management Discussion and Analysis are Annexed to this report.
Corporate Social Responsibility
The Company has felt the requirement that it owes to the society and
has therefore contributed for its upliftment from time to time. The
Company set up a social service foundation in the year 1999 with an
effort to create social awareness, well being and upliftment of the
people and currently executes CSR activities largely through trusts
engaged in health care, education and community welfare services.
Following this, two more organizations were setup to fulfill this duty
as a human being.
For encouraging education amongst underprivileged children the group
has established an educational complex along with hostel accommodation.
Healthcare is another crucial area of concern in the organization. To
that end, the Company runs a well equipped hospital facility near its
plant locations. All hospitals are well equipped with OPD and
hospitalization facility. Various awareness camps, health camps like
Children Medical Camp, Eye Camp and tournaments like inter village
football championship are held to develop a social atmosphere.
Particulars of the Employees
The Ministry of Corporate Affairs by notification dated 31st March,
2011, issued the Companies (Particular of Employees) Amendment Rules,
2011, which amended the limits of remuneration of the employees mention
under Companies (Particular of Employees) Rules, 1975. Accordingly, as
per the Companies (Particular of Employees) Rules, 2011 and the
provisions of Section 217 (2A) of the Companies Act, 1956, details of
the names and other particulars of employees drawing remuneration
aggregating to more than Rs. 60,00,000 (Rupees sixty lacs only) per
annum and Rs. 5,00,000 (Rupees five lacs) per month, are required to be
attached to this report. However, as per the provisions of Section 219
(1) (b) (iv) of the Companies Act, 1956, the report and annual accounts
of your Company sent to the shareholder do not contain the said
annexure. Any shareholder desirous of obtaining a copy of the said
annexure may write to the Company Secretary at the Registered /
Corporate Office of the Company.
Appreciation
The Directors take this opportunity to express their gratitude and
appreciation for the co-operation and assistance received from the
Stock Exchanges, Bankers, Government and various Government Agencies as
well as Shareholders during the year under review.
The Directors also wish to place on record their appreciation for the
devoted and dedicated service rendered by all the employees of the
Company.
For and on behalf of the Board
Ahmedabad Balvantsinh Rajput
15th June, 2011 Chairman and Managing Director
Mar 31, 2010
The Directors of Gokul Refoils and Solvent Ltd take pleasure in
presenting the 17th Annual Report on the affairs of the Company along
with the Audited statement of Accounts for the year ended 31st March,
2010. The Report also includes the Management Discussion and Analysis
Report in accordance with the provisions of the Clause 49 of the
Listing Agreement.
The highlights of this financial year as below.
Financial Highlights
(Rs. In Lacs)
Sr. Particulars For the For the
No. year year
ended ended
31.3.2010 31.3.2009
1. Sales and Operating Income 281628.40 273162.65
2 Other Income 408.80 582.26
3 Total Revenue 282037.21 273744.92
4 Profit before Interest,
Depreciation, Exceptional
items and Taxes (EBIDTA) 12023.53 9631.44
5 Interest and Financial
Cost(Net) 3253.95 4079.84
6 Depreciation and Miscellaneous
Expenditure Written Off 2508.64 1775.90
7 Profit before Taxation (PBT) 6260.94 3775.70
8 Tax including Deferred Tax 2005.77 1207.66
9 Profit after Taxation (PAT) 4255.18 2568.04
10 Short(Excess) provision of
Taxation for Earlier years (39.82) 219.50
11 Profit brought forward from
the Previous Year 15276.92 13880.11
12 Profit Available for
Appropriation 19571.92 16228.65
Transfer to General Reserve 500.00 500.00
Proposed Dividend 395.69 395.69
Tax on Proposed Dividend 65.72 56.04
13 Balance carried to Balance
Sheet 18610.511 15276.92
Operational Performance
During this year, turnover has increased to Rs.281628 lacs as compared
to Rs. 273163 lacs in the last year with significant increase in the
profit after tax (PAT) by 66% as compared to previous year. Company has
made a net profit after tax of Rs. 4255 lacs in current year as
compared to net profit after tax of Rs.2568 lacs in the
previous year. This is mainly because of operational efficiency at all
levels including saving in material cost through effective procurement,
better realisation through retail market and branding efforts and
saving in financial cost on account of better fund management.
During the year 2009-10, there has been an increase in sales quantity
of edible oils almost by 20% as compared to previous year. However
owing to lower realization of sales prices of edible oils in the
market, it reflects only a nominal increase in turnover of the company.
The Companys integrated strategy is bearing fruit. At one end, the
backward integration through captive power plants and windmills is
helping us to reduce costs while the forward integration is helping us
in building our brands and setting up a pan India retail distribution
network. The Company looks beyond immediate challenges to build up the
business with long term goals based on the companys intrinsic strength
in terms of production capacity, technical capabilities, product
quality and distribution strength. The coming years portend an exciting
period of expansions and integrated value addition within the Company.
The year under review, the Company has two business segments; Edible
Oil business and Non- Edible Oil business.
1. During this year, edible oil business includes manufacturing,
processing, marketing operation and income from derivatives
transactions of edible oil and related products/byproducts namely
domestic and imported edible oil, vanaspati, oil cake, de-oil cake and
its by products.
2. The non edible oil business includes manufacturing, processing and
marketing operation of non edible related product/byproducts namely
castor oil, castor oil cake etc.
During the year, the Company has achieved edible oil business segment
turnover of Rs.2,43,393 lacs. The turnover of non-edible oil business
is Rs. 38,471 Lacs.
Dividend
In view of the improved performance of the Company, the Directors are
pleased to recommend second consecutive dividend of 15% (Rs. 0.30 per
share) on equity share of Re. 21- each aggregating to Rs. 461 lacs
(which includes tax on dividend of Rs. 66 lacs) same as 15% dividend
aggregating to Rs. 452 lacs in the previous year (which included tax on
dividend of Rs. 56 lacs).
Status of the New Projects & Expansion of Existing Projects
Commencement of Production at Haldia Plant
As a strategic initiative, the Company has set up a new port based
plant at Haldia in Eastern India with a refining capacity of 1100 MT
per day. The production has already commenced in August, 2009.
Crude palm oil (CPO) purchased from international markets in South East
Asia reach our plant from Haldia
port directly through pipelines. It is refined and supplied to our key
markets in Eastern India and North Eastern States. This has resulted
into significant savings in logistics cost and also collapse the time
to market giving us a competitive marketing edge. This is the Companys
first refinery in East India, providing enhanced access and logistics
efficiencies to key markets in the North East; West Bengal, Bihar,
Jharkhand, Eastern UP and Orissa.
The Haldia plant has been built with the latest technology available
across the globe. It is fully automated and requires minimum human
supervision, thereby reducing manpower costs significantly. With
state-of-the-art processes and computer driven quality control, the
output is of international quality and efficiency at its best.
Manufacturing Plants
During this year, we strengthened our manufacturing facilities by
expanding our refining capacity by 400 TPD at Gandhidham. Now, we have
a total capacity of 1300 TPD for refining at our Gandhidham Plant. It
will help us to meet out the increasing demand of northern states of
India.
In view of the increasing demand of Kachi Ghani Mustard Oil, the
Company is setting up an ultra modern Mustard Chillex Plant at Sidhpur
with a capacity of 200 TPD. The Chillex technology is the latest
technology available across the globe and only few Companies today have
the said technology. The work for this plant is in progress and the
company is expecting production from July 2010.
In view of the increasing demand of castor oil, we have also started
castor manufacturing facilities at Gandhidham by setting up a new
castor refining facility of 200 TPD we have also shifted Sidhpurs
unutilized expeller and extraction capacities to Gandhidham plant. Now
the company has castor seed processing capacity 300 TPD, castor
extraction capacity of 200 TPD and castor refining capacity of 200 TPD
at Gandhidham plant.
The company is further expanding its castor seed processing capacity by
700 TPD, castor extraction capacity by 400 TPD and castor refining
capacity by 200 TPD. The company is expecting production from these new
capacities from July 2010.
Now, with four manufacturing plants spread over strategic geographic
locations, we are one of leading edible oil companies in India - giving
us economies of scale, reduced input costs and ability to serve large
number of customers.
Brand Building - Gokul and Zaika
A key success during the year has been our focused marketing and brand
building efforts. We are following a three stages approach to our brand
building efforts. With the support of our fully automated plants, we
are able to make best quality edible oils thereby scaling up
production. We have significantly improved our
manufacturing process and factory environs during this year. This gives
us quality, similar taste and tamper-proof packaging. As a second
measure, we have rolled out a strong retail distribution reach model
and have across over about 400 distributors and more than 100000
retailers in Tier 1-2-3 cities in India.
On a third measure, we are planning to create a very high decibel TV
commercial and advertisement campaign across India in leading GEC
channels in upcoming year. All this will result in a significant
premium to our product pricing -our per unit profit realization will
also increase accordingly.
Website
In view of the Companys commitment to its stakeholders and consumers
to provide an interactive medium for communicating the Companys goals,
the Company has re-launched its website www.gokulgroup.com. This brings
more transparency and easy accessibility of updated information about
Company, its businesses, processes, brands & products and its
distribution network etc.
It is useful for all stakeholders including investors, bankers,
customers, suppliers, Government bodies, professionals looking for
career and for our employees.
Change in utilisation of funds raised throgh IPO
The Company has revised utilization of issue proceeds by passing
special resolution in its Extra Ordinary General Meeting held on 27th
February, 2010 and detailed status of utilization of issue proceeds is
disclosed in Note No. 28 of the Schedule 20 notes forming parts of
Accounts. Fixed Deposits
The Company has not accepted any Fixed Deposits from the public and it
is therefore not required to comply with the requirement under
Non-Banking Non-Financial companies (Reserve Bank) Directions, 1966 and
Companies (Acceptance of Deposits) Rules, 1975. Subsidiary Companies
Your Company has three wholly owned subsidiary companies namely Maurigo
International Ltd, Mauritius, Maurigo Pte Ltd, Singapore and
Professional Commodity Services Private Limited. In line with section
212 of the Companies Act, 1956 the audited statements of accounts along
with the Directors Report and the Auditors report of these companies
are annexed herewith.
Directors
In terms of Article 155 of the Articles of Association, Mr.
Piyushchandra R Vyas and Mr. Karansinhji Mahida retire by rotation and
being eligible, offer themselves for re- appointment at the ensuing
Annual General Meeting.
The brief resume of Directors being reappointed are attached to the
notice of the ensuing Annual General Meeting. Insurance
All the movable and immovable assets of the Company are adequately
insured and are covered for all the risks.
Auditors
M/s. M.R. Pandhi & Associates, Chartered Accountants, Auditors of the
Company, retire at the conclusion of the ensuing Annual General Meeting
and are eligible for reappointment and have expressed their willingness
to act as the Auditors of the Company, and have further confirmed that
the said appointment would be in conformity with the provisions of
Section 224 (1B) of the Act and that they are not disqualified for such
reappointment within the meaning of Section 226 of the said Act.
Consolidated Financial Statements
As stipulated by Clause 41 of Listing Agreement with Stock Exchanges,
Consolidated audited Financial Statements of the Company, its
subsidiaries and associates, for the year ended 31st March, 2010 have
been prepared by the Company in accordance with the requirements of
Accounting Standard 21 "Consolidated Financial Statements" and other
Accounting Standards prescribed by the Institute of Chartered
Accountants of India. The Audited Consolidated Financial Statements
form the part of the Annual Report of the Year.
Particulars regarding Conservation of Energy & Technology Absorption &
Foreign Exchane Earnings and Outgo
Information in accordance with the provision of Section 217(1) (e) of
the Companies Act, 1956 read with Companies (Disclosures of particulars
in the Report of the Board of Directors) rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in the statement annexed as Annexure A
hereto forming part of this Report.
Directors Responsibility Statement
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, the Directors hereby state and confirm that:
(i) In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures.
(ii) The Company has selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2010 and of the profit of the company for
the year ended on that date.
(iii) The Company has taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the interest of the Company and
for preventing and detecting fraud and other irregularities.
(iv) The Annual Accounts have been prepared on a going concern basis.
Managements Discussion and Analysis ot Financial Conditions
A separate section on Management Discussion and Analysis, as stipulated
in Clause 49 of the Listing Agreement with the Stock Exchanges is given
in the Annual Report.
Corporate Governance
The Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance as were applicable
during the year under review to the Company.
A report on Corporate Governance practices followed by the Company, the
Auditors Certificate on compliance of mandatory requirements thereof
and Management Discussion and Analysis are Annexed to this report.
Corporate Social Responsibility
The Company feels that it owes to the society and has therefore
contributed for its upliftment from time to time. The company set up a
social service foundation in the year 1999 with an effort to create
social awareness, well being and upliftment of the people.
In order to provide quality education, the Company has taken initiative
to support such activity.
Gokul group of companies also maintain very well equipped hospital
facility near its plant locations serving around 25000-26000 people
during a year. The hospitals are also well equipped with Out Patient
Department (OPD) and Hospitalization facility. Various awareness camps,
health camps like Children Medical Camp, Eye Camp and tournaments like
inter village football championship are held to develop a social
atmosphere.
Particulars of the Employees
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
the particulars of the employees receiving remuneration in aggregate
not less than Rs. 24,00,000 per annum or Rs. 2,00,000 per month is
hereby annexed as Annexure B to the report.
Appreciation
The Directors take this opportunity to express their appreciation for
the co-operation and assistance received from the Stock Exchanges,
Bankers, Government and various Government Agencies as well as
Shareholders during the year under review.
The Directors also wish to place on record their appreciation of the
devoted and dedicated service rendered by all the emplpyees of the
Company.
For and on behalf of the Board
Place: Ahmedabad Balvantsinh C Rajput
Date: 14th June, 2010 Chairman and
Managing Director
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