Directors Report of Gokul Solutions Ltd.

Mar 31, 2016

BOARD''S REPORT

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2016.

BACKGROUND:

Gokul Solution Limited was established under the Companies Act, 1956, on July 25, 2008, having its registered office in the state of West Bengal. The Company is prominently engaged in the embroidery & sale of clothes. The Company currently operates only in the State of West Bengal.

FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended 31^st March, 2016 are as follows:

(In Rs.)

Particulars	Current Year ended 31.03.2016	Previous Year Ended 31.03.2015
Profit Before Tax	13,29,925.14	19,07,714.94
Less: Provisions for Income Tax Less: Provisions for Deferred Tax	4.70.459.00 49.131.00	5,90,220.00 742.00
Profit after Tax	9,08,597.47	12,95,426.94
Balance of Profit brought forward	14,37,447.47	2,04,453.24
Depreciation Adjustment pursuant to Schedule II of the Companies Act,2013	4,41,271.74	62,432.71
Balance Carried to Balance Sheet	19,04,773.20	14,37,447.47

PERFORMANCE:

During the financial year 2015-16 your Company achieved a turnover of Rs. 107,901,736.82. Net profit (Post tax) for the year 2015-16 stood at Rs. 908,597.47. The Earning per share (EPS) is Rs. 0.09.

DIVIDEND:

Your Directors feel that Company should re- invest the profit in the business and to target growth in the existing business areas. In order to meet its growing fund requirement and to conserve its resources for future expansions, the Directors have decided not to recommend the dividend for the current year.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2013-14, the Company was a Private limited Company. Subsequently, our Company was converted into a Public limited Company under the Companies Act, 1956 and the name of the Company was changed to "Gokul Solution Limited" pursuant to issue of fresh Certificate of Incorporation consequent upon change of name on conversion to public limited Company dated August 12, 2014.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Director shall hold office for a term of up to five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section 11 states that no independent director shall be eligible for more than two consecutive terms of up to five years each. Sub- section (13) states that the provision in respect of retirement of directors by rotation as defined in sub- sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. Further, appointment of existing Independent Directors as required by the Companies Act, 2013, also needs to be made as per Sections 149,150 and 152 read with schedule IV thereto and rules made there under.

Accordingly Mr. Abhinandan Sharma(holding DIN - 03133763), Mrs. Rinku Sharma (holding DIN - 06703545), existing Independent Directors of the company , are proposed to be appointed as Independent Director of the Company, not liable to retires by rotation, for a term up to 31^st March,2019.

Further, Mr. Krishna Kumar Mishra (DIN: 05312830) has been appointed as Additional Director of the Company with effect from 13^th May, 2016. He is holding office as an Additional Executive Director of the Company and is entitled to hold office up to the ensuing Annual General Meeting. Accordingly, it is proposed to appoint Mr. Mishra as Managing Director of the Company in accordance with Section 196 of the Companies Act, 2013 to hold office till 13^th May, 2021.

Further, Mr. Prakash Singh (DIN: 07579040 ) has been appointed as Additional Director of the Company with effect from 13^Th July, 2016. He is holding office as an Additional Executive Director of the Company and is entitled to hold office up to the ensuing Annual General Meeting. Accordingly, it is proposed to appoint Mr. Singh as Whole Time Director of the Company in accordance with Section 196 of the Companies Act, 2013 to hold office till 13^th July, 2021.

In terms of Section 149, 150 and 152 and other applicable provisions of the Companies Act, 2013 and Rules made there under [including any statutory modifications and re-enactment thereof for the time being in force] read with Schedule IV of Companies Act, 2013, Mr. Rahul Jha (DIN: 07543880) is proposed to be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a fixed term from 16th September, 2016 with the expiry of five consecutive years in office for a term up to 31st March, 2021 and in respect of whom the Company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director.

KMP CHANGES

During the year, there was no change in the Key Managerial Personnel of the Company.

AUDITORS:

M/s Rakesh Kumar Agrawal, Chartered Accountant, Statutory Auditor of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. The audit committee has recommended the name of M/s N. Agrawala & Associates as the Auditors of the Company. N. Agrawala & Associates, proposed Statutory Auditor has provided a certificate that the appointment, if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors and the Audit Committee recommend the appointment for the ensuing year.

The Notes on financial statement referred to in the Auditor''s Report are self explanatory and do not call for any further comments. The Auditor''s Report does not contain qualification reservation or adverse remark.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause of Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31^st March,2016, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(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 the end of the financial year and of the profit of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

(v) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the Listing Agreement entered into with the Bombay Stock Exchange Limited, Management Discussion and Analysis Report is presented in a separate section and forms an integral part of the Board''s Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down in Listing Agreement. A detailed report on the Corporate Governance in compliance with Listing Agreement is presented as a part of the Annual Report. A Certificate from the Auditor on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. Therefore the information related to those aspects is not given. Further, there has been no foreign exchange earnings and outgo during the year under Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as Annexure-B and forms an integral part of the Report.

NUMBER OF BOARD MEETINGS

The total number of Board Meetings held during the year 2015-16 stands at 8.

CSR POLICY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

LOANS, GUARANTEES & INVESTMENTS

The Company has not given any loan to or provided any guarantee or security in favour of any other parties. The Company has also not made any investment of its fund with any other party.

INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial controls with respect to the financial statements and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in operation was observed.

RISK MANAGEMENT POLICY

We Gokul Solutions Limited believe that an effective Risk Management policy is core to the diversified operations especially protecting Stakeholder value, improving governance processes, achieving strategic objectives and also for preparing to deal with adverse situations or unforeseen circumstances should they have occurred in time.

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 Company has appointed S.A & Associates , Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is Included in Annexure- A and forms an integral part of this report.

HUMAN RESOURCES:

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

During the year under review, strong employer-employee relationship developed which helped the Company grow.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company''s securities have now been listed on the ITP Platform of BSE Limited on December 9, 2014 and the Company has paid listing fee to the Exchange for the year 2014-15.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary, associates or joint ventures of the Company at present, hence no consolidated financial statements have been prepared.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support extended by its Employees, Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.

By order of the Board of Directors

Date: 28.05.2016 For Gokul Solution Limited

Place: Kolkata

Mr. Krishna Kumar Mishra Mr. Abhinandan Sharma

(Director) (Director)

DIN: 05312830 DIN: 03133763

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts fortheyear ended 31st March, 2015.

BACKGROUND:

Gokul Solution Limited was established under the Companies Act, 1956, on July 25, 2008, having its registered office in the state of West Bengal. The Company is prominently engaged in the embroidery & sale of clothes. The Company currently operates only in the State of West Bengal.

FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended 31st March, 2015 are as follows:

(in Rs.) Particulars Current Year Previous Year Ended Ended 31.03.2015 31.03.2014

Profit Before Tax 1836325.53 267383.39

Less: Provisions for Income Tax 590220.00 81790.00

Less: Provisions for Deferred Tax 22794.00 (880.00)

Less: Tax for earlier years 22810.00 -

Profit after Tax 1246089.53 184713.39

Balance of Profit brought forward 204453.24 19739.85

Depreciation Adjustment pursuant to 62432.71 - Schedule II of the Companies Act,2013

Balance Carried to Balance Sheet 1388110.06 204453.24

PERFORMANCE:

During the financial year 2014-15 your Company achieved a turnover ofRs. 156296920.00 with a 257.54% (approx) increase over last year turnover. Net profit (Post tax) for the year 2014-15 stood at Rs.1246089.53. The Earning per share (EPS) is 0.12.

DIVIDEND:

Your Directors feel that Company should re- invest the profit in the business and to target growth in the existing business areas. In order to meet its growing fund requirement and to conserve its resources for future expansions, the Directors have decided not to recommend the dividend for the current year.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2013-14, the Company was a Private limited Company. Subsequently, our Company was converted into a Public limited Company under the Companies Act, 1956 and the name of the Company was changed to "Gokul Solution Limited" pursuant to issue of fresh Certificate of Incorporation consequent upon change of name on conversion to public limited Company dated August 12, 2014.

DIRECTORS:

Mr. Sanjay Kumar Agarwal, Managing Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Director shall hold office for a term of up to five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section 11 states that no independent director shall be eligible for more than two consecutive terms of up to five years each. Sub- section (13) states that the provision in respect of retirement of directors by rotation as defined in sub- sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. Further, appointment of existing Independent Directors as required by the Companies Act, 2013, also needs to be made as per Sections 149,150 and 152 read with schedule IV thereto and rules made thereunder.

Accordingly Mr. Abhinandan Sharma(holding DIN - 03133763), Mrs. Rinku Sharma (holding DIN - 06703545), existing Independent Directors of the company , are proposed to be appointed as Independent Director of the Company, not liable to retires by rotation, for a term up to 31st March,2019.

KMP CHANGES

During the year, there was no change in the Key Managerial Personnel of the Company.

AUDITORS:

M/s Rakesh Kumar Agrawal, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have provided a certificate that their re-appointment, if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain qualification reservation or adverse remark.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause of Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March,2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act,2013, have been followed and there are no material departures from the same;

(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 the end of the financial year and of the profit of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

(v) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the Listing Agreement entered into with the Bombay Stock Exchange Limited, Management Discussion and Analysis Report is presented in a separate section and forms an integral part of the Board's Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to ail the stipulations laid down in Listing Agreement. A detailed report on the Corporate Governance in compliance with Listing Agreement is presented as a part of the Annual Report. A.Certificate from the Auditor on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134{3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. Therefore the information related to those aspects is not given. Further, there has been no foreign exchange earnings and outgo during the year under Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as Annexure-B and forms an integral part of the Report.

NUMBER OF BOARD MEETINGS

The total number of Board Meetings held during the year 2014-15 stands at 9.

CSR POLICY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

LOANS, GUARANTEES & INVESTMENTS

The Company has not given any loan to or provided any guarantee or security in favour of any other parties. The Company has also not made any investment of its fund with any other party.

INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial controls with respect to the financial statements and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in operation was observed.

RISK MANAGEMENT POLICY

We Gokul Solutions Limited believe that an effective Risk Management policy is core to the diversified operations especially protecting Stakeholder value, improving governance processes, achieving strategic objectives and also for preparing to deal with adverse situations or unforeseen circumstances should they have occurred in time.

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 Company has appointed S.A & Associates , Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is Included in Annexure- A and forms an integral part of this report.

HUMAN RESOURCES:

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

During the year under review, strong employer-employee relationship developed which helped the Company grow.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company's securities have now been listed on the ITP Platform of BSE Limited on December 9, 2014 and the Company has paid listing fee to the Exchange for the year 2014-15.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support extended by its Employees, Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.

By order of the Board of Directors Date: 30.05.2015 For Gokul Solution Limited Place: Kolkata

Sanjay Kumar Agarwal (Managing Director)