Mar 31, 2018
To
The Members,
The Directors are pleased to present the Nineteenth Annual Report on business and operations of the company together with the Audited Financial Statements for the financial year ended 31st March, 2018.
1. FINANCIAL RESULTS
The Companyâs Financial Performance, for the year ended 31st March, 2018 is summarized below:
(Rs. In Lacs)
Particulars |
Standalone |
Consolidated |
||
2017-2018 |
2016-2017 |
2017-2018 |
2016-2017 |
|
Revenue from operations |
9516.40 |
17302.00 |
9516.40 |
17302.00 |
Other Income |
15.77 |
20.89 |
15.77 |
20.89 |
Total Revenue |
9532.17 |
17322.88 |
9532.17 |
17322.88 |
Profit Before Interest , Depreciation & Tax |
(250.09) |
1202.90 |
(250.21) |
1202.42 |
Finance Cost |
1020.24 |
1211.76 |
1020.24 |
1211.76 |
Depreciation & Amortisation |
789.34 |
920.15 |
789.34 |
920.17 |
Total Expenditure |
11591.85 |
18251.89 |
11591.97 |
18252.40 |
Profit Before Tax |
(2059.68) |
(929.01) |
(2059.79) |
(929.51) |
Provision for Current Tax, Deferred Tax & Other Tax Expenses |
(278.37) |
(326.54) |
(278.37) |
(326.54) |
Profit After Tax |
(1781.31) |
(602.47) |
(1781.43) |
(602.98) |
Equity Share Capital |
1582.76 |
1582.76 |
1582.76 |
1582.76 |
Other Equity /Reserves and Surplus |
4228.90 |
5986.59 |
4247.86 |
5965.67 |
Total Equity |
5811.65 |
7569.35 |
5830.61 |
7548.42 |
Proposed Dividend |
- |
- |
- |
- |
2. FINANCIAL HIGHLIGHTS/OPERATIONAL REVIEW/ STATE OF COMPANYâS AFFAIR
During the year under review, your Company incurred a Net Loss after tax of Rs. 1781.31 lacs as compared to Net Loss after Tax of Rs. 602.47 lacs during the Financial year 2016-17.Revenue from operation during the year under review stood at Rs. 9516.40 as compared to Rs. 17302.00 lacs during the Financial year 2016-17.
The Company is operating in only one segment i.e. S. S. Products. The company mainly manufactures SS Angles, SS Flats & SS Rounds and the % wise breakup of the products of the total turnover of the company is as under:-
S.S. ANGLE BARS |
32% |
S.S. FLAT BARS |
36 % |
S.S. ROUND BARS |
18% |
3. DIVIDEND & RESERVES
Due to inadequate profit your directors are not in a position to recommend any dividend for the financial year ended 31st March, 2018. No amount has been transferred to General Reserve.
4. INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ) from 1st April, 2017 with a transition date of 1st April, 2016. The Financial Results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2017-18 presented have been prepared in accordance with Ind AS.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, the Management Discussion and Analysis Report is given separately in âANNEXURE Fâ, forming part of the Annual report.
6. FIXED DEPOSITS
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding at the end of financial year 2017-18.
7. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES & CONSOLIDATED FINANCIAL STATEMENT
None of the Company has become or ceased to become the subsidiary, joint venture or associate of the Company during the Financial Year 2017-18.
The Company has prepared Consolidated Financial Statement of the Company and while preparing the Consolidated Financial Statements, the Company has consolidated the accounts of our subsidiary and associate Company viz. Thai Indo Steel Co. Ltd. and M/s. Goldman Hotels and Resorts Private Limited as per the requirements of Accounting Standards issued by the Institute of Chartered Accountants of India. The details of financial performance of Subsidiary Company is furnished in Annexure C and attached to this report.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements of the Company and audited accounts of each of its subsidiaries, are available on our website, www.gyscoal.com.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Directors have laid down proper and adequate system of internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
The internal financial controls have been put in place across all key business processes of the Company. The internal controls are designed to facilitate and support the achievement of the Companyâs business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance.
The Company has appointed M/s Ravi Thakkar & Co., Chartered Accountants, Ahmedabad as Internal Auditors to carry out the internal audit. The Internal Auditorsâ Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.
The Company endeavors to constantly upgrade the internal financial controls system and periodic evaluation of the same is undertaken by the Senior Management and the Audit Committee of the Board
9. CORPORATE GOVERNANCE REPORT
In terms of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (hereinafter âListing Regulationâ), a Report on Corporate Governance along with Compliance Certificate issued by M/s Chirag Shah & Associates, Company Secretary in Practice, confirming compliance of the conditions of Corporate Governance Report is attached as Annexure - G, which forms part of the Directorâs Report.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in âAnnexure - Aâ and is attached to this report.
11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
Risk is an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustainable business growth.
The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.gyscoal.com. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.
The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not granted and loans or made any investments, or provided any guarantee or security to the parties coved under section 185 and 186.
The details of Loans, Guarantee and Investments are given in the Notes No. 37 to the Financial Statements.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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 armâs length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at www.gyscoal.com.
Your Directors draw attention of the members to Note 35.2 & 35.3 to the financial statement which sets out related party disclosures.
15. AUDITORS
a) Statutory Auditor
The Statutory Auditors, M/s. Saurabh R Shah & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmedabad, were appointed at the 17th AGM to hold office from the conclusion of 17th AGM till the conclusion of the 22nd AGM.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial year 2017-18. The report given by the Secretarial Auditor is annexed as Annexure E and forms integral part of this Report.
c) Internal Auditor
The Company has appointed M/s Ravi Thakkar & Co., Chartered Accountants, Ahemdabad as Internal Auditors to carry out the internal audit of the Company for the Financial year 2017-18. The Internal Auditorsâ Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.
d) Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors has, on recommendation of the Audit Committee, appointed M/s. V.H. Shah & Co., Cost Accountant (ICWAI Registration No. 100257), Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for âSteel Plantâ for the financial year 2017-18 at a remuneration of Rs. 50,000/- (Rupees Fifty Thousands only) plus out of pocket expenses, if any. 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 their ratification. Accordingly, the resolution seeking Membersâ ratification is included in the Notice convening the 19th Annual General Meeting.
16. STATUTORY AUDIT REPORT
The observation made in the Auditorâs Report are self explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.
The explanation on adverse remarks / qualification(s) in the Auditorâs Report-
Point No. (vii) (a) to the Standalone Financial Statements: According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities during the period. However, in some cases such statutory dues are paid after its due dates along with interest during the year.
According to the information and explanations given to us, no undisputed amounts payable in respect of sales tax, customs duty, excise duty, cess and other material statutory dues applicable to it, were in arrears, as at 31st March, 2018 for a period of more than six months from the date they became payable
Point No. (vii) (b) to the Standalone Financial Statements: According to the information and explanations given to us, the disputed statutory dues aggregating Rs.999065290/- that have not been deposited on account of disputed matter pending before appropriate authorities
Point No. (viii) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has defaulted in repayment of dues aggregating of Rs. 858491436/- to financial institutions, banks or debenture holders during the year and all those Accounts classified by bank as NPA, interest on the same is not charged by the bank in the said accounts. So, the company has made provision of interest payable on such accounts at the interest rates sanctioned by the banks and shown under the Other Current Liabilities in Balance Sheet.
Explanation to Point No. (vii) (a), Point No. (vii) (b) and Point No. (viii)to the Standalone Financial Statements:
For Point No. (vii) (a) The audit qualifications pointed out by the auditor are just the disclosure of fact that the company has not deposited its disputed statutory dues with appropriate authority and has made default in repayment of Bank loan. This is not impacting financial position of the Company.
For Point No. (vii) (b) The stay order has been received against the amount disputed and not deposited & management is in the process of taking necessary steps to resolve pending statutory dues as mentioned in the Auditorâs Report and taking measures to pay them within due course.
For Point No. (viii) in respect of default in repayment of Bank loans the company is in process of taking necessary steps to regularize those account.
17. SECRETARIAL AUDIT REPORT
The Board has appointed M/s Chirag Shah & Associates, Practicing Company Secretaries (ICSI Membership No. 5545 & CPN 3498), to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as âAnnexure Eâ to this Report.
18. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013.
The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.
Your Company has adopted a defined policy and procedure for Appointment of Independent Directors which has been put on Company websitewww.gyscoal.com.
19. EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in âAnnexure Bâ and is attached to this Report.
20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 4(Four) Board Meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
21. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 (âthe Actâ), the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:
a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;
b) they 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 your Company at the end of the Financial Year and of the profit of your Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the Annual Accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
22. PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of the employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is appended as âAnnexure - Dâ to this report. No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 during FY 2017-18.
23. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company strongly believes in providing a safe and harassment free workplace to all its employees. The Company continuously endeavours to create and provide an environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment and/or any such orientation in implicit or explicit form. For this purpose, the Company has in place âPolicy of Protection of Women against Sexual Harassment at Work Placeâ and also formed Complaint Redressal Committees at various administrative units/ Offices.
During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
Mr. Zankarsinh Kishorsinh Solanki (DIN 00014226) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.
A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 19th Annual General Meeting of the Company.
Key Managerial Personnel
Ms. Priti Kakkar has resigned from the post of Company Secretary and Compliance officer from the Company with effect from 13th April, 2018. In her place, Ms. Bhavika Sharma has been appointed as Company Secretary and Compliance Officer of the Company with effect from 28th May, 2018 Further, Ms. Bhavika Sharma was also appointed and designated as Key Managerial Personnel of the Company as per the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder.
The Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 (âthe Actâ) and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
The terms of appointment of Independent Directors may be accessed on the Companyâs website at the link: www.gyscoal.com
25. REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material order passed by the Regulators or Courts or Tribunals which would impact the going concern status and the companyâs future operations.
26. ANNUAL EVALUATION OF BOARDâS PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, Directors individually as well as evaluation of its Committees. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.
The performance of individual Directors was evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company, etc. The Directors expressed their satisfaction with the evaluation process.
27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
a) Shri Sunil Talati - Chairman
b) Shri Surendra Patel - Member
c) Shri Viral Shah - Member
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.
28. EMPLOYEES STOCK OPTION PLANS /SCHEMES
No Employee Stock Options were granted to the Directors or Employees of the Company during the year under review
29. ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of Board Of Directors
Viral M. Shah
Date : 13/08/2018 (Managing Director)
Place : Ahmedabad DIN - 00014182
Mar 31, 2016
To
The Members Gyscoal Alloys Limited
Dear Shareholders,
The Directors have pleasure in presenting the Seventeenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2016.
1. FINANCIAL HIGHLIGHTS:
The financial highlights of the company for the year under review are summarized as under
Rs, In lacs
CONSOLIDATED |
STANDALONE |
||
PARTICULARS |
Current Year ended on 31/03/2016 |
Current Year ended on 31/03/2016 |
Previous Year ended on 31/03/2015 |
Revenue from Operations |
15932.67 |
15932.67 |
17636.45 |
Other Income |
457.69 |
457.69 |
154.56 |
Total Revenue |
16390.36 |
16390.36 |
17791.01 |
Total Expenditure |
17915.73 |
17908.73 |
17691.20 |
Profit before Tax |
(1525.37) |
(1518.37) |
99.81 |
Prior Period Tax |
(106.9) |
(106.9) |
- |
Current Tax |
- |
- |
20.79 |
Deferred Tax |
(86.30) |
(86.30) |
58.72 |
Share of (Profit) / Loss attributable to Minority |
0.10 |
- |
- |
Profit for the Year |
(1332.06) |
(1325.16) |
20.30 |
Profit available for appropriation |
(1332.06) |
(1325.16) |
20.30 |
Balance Brought forward |
2417.83 |
2428.32 |
2415.43 |
Surplus |
(1332.06) |
(1325.16) |
20.30 |
Appropriation - |
|||
General Reserve |
7.44 |
7.44 |
7.44 |
Dividend |
- |
- |
- |
Adjustment relating to Fixed Assets |
0 |
0 |
7.41 |
Balance Carried Forward |
1085.77 |
1103.16 |
2428.32 |
2. DIVIDEND & RESERVES:
Due to inadequate profit your directors are not in a position to recommend any dividend for the financial year ended 31st March, 2016. NIL amount has been transferred to General Reserve.
3. UTILIZATION OF PROCEEDS OF IPO:
The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2016 is as follows:
Particulars |
(Amount in lacs) |
|
Utilization of funds up to 31st March, 2016 |
||
Amount Received from IPO |
5467.00 |
|
Promoter Contribution |
1000.00 |
|
Income from Investment of IPO Proceeds |
191.21 |
|
6658.21 |
||
Projected |
Actual |
|
Land Cost* |
765.38 |
204.95 |
Civil Cost |
600.00 |
645.43 |
Plant & Machinery * |
4405.11 |
4092.90 |
Long Term Working Capital |
500.00 |
1194.24 |
General Corporate Purpose |
25.00 |
10.00 |
IPO Expenses |
482.36 |
510.69 |
6777.85 |
6658.21 |
|
Total |
6658.21 |
* It includes advances given to various parties for Land and Plant & Machinery for New Project.
Plant & Machineries for Phase -I of new IPO project has been installed and Phase-II of the same is still under process.
4. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :
Pursuant to the provision of Section 125(2) of the Companies Act, 2013, dividends, matured fixed deposits, redeemed debentures, Share Application money due for refund and interest thereon, which remained unclaimed up to 23rd October, 2017 will be deposited to Investors'' Education and Protection Fund (IEPF) of the Central Government.
Amount of Rs,25560/- is lying as the Amount of Application money received and due for refund in respect of the IPO of the company in F.Y. 2010-2011. The last date on which the amount will be transferred to IEPF account will be 23rd October, 2017 Therefore, the shareholders are advised to claim such amounts immediately.
5. BUSINESS PERFORMANCE & PROSPECTS:
Information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out as Annexure F to the Directors'' Report.
6. PUBLIC DEPOSITS:
The Company has not accepted any fixed deposit from public within the meaning of Section 73 of the Companies Act, 2013 and rules made there under.
7. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:
In accordance with Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on consolidated financial statement read with As-23 on Account for investment in associates and AS-27 on financial reporting of interest in Joint ventures. The audited consolidated financial is provided in the Annual Report.
The Company has prepared Consolidated Financial Statements of the Company and while preparing the consolidated financial statements, Company has consolidated the accounts of one subsidiary namely Thai Indo Steel Co. Ltd. as per the requirements of Accounting Standards issued by the Institute of Chartered Accountants of India.
The details of financial performance of Subsidiary Company is furnished in Annexure C and attached to this report.
8. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR
The Company is operating in only one segment i.e. Metal Industry. The company mainly manufactures SS Angles, SS Flats & SS Rounds and the % wise breakup of the products of the total turnover of the company is as under:-
5.5. ANGLE BARS 40 %
5.5. FLAT BARS 14 %
5.5. ROUND BARS 11%
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has a comprehensive system of internal controls to safeguard the Company''s assets against loss from unauthorized use and ensure proper authorization of financial transactions. The Company has an exhaustive budgetary control system to monitor all expenditures against approved budgets on an ongoing basis. The Company maintains a system of internal controls designed to provide assurance regarding the effectiveness and efficiency of operations, the reliability of financial controls and compliance with applicable laws and regulations as applicable in the various jurisdictions in which the Company operates.
10. CORPORATE GOVERNANCE CERTIFICATE
In terms of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (hereinafter "Listing Regulation"), a Report on Corporate Governance along with Compliance Certificate issued by Secretarial Auditor''s of the Company is annexed to the Annual Report.
Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure Requirements) 2015.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure - A" and is attached to this report.
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.gyscoal.com . The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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 arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
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.gyscoal.com/wp-content/uploads/ 2014/03/related_party_transaction_policy.pdf
Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.
16. AUDITORS & AUDITORS REPORT
M/s. B K Patel & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmadabad were appointed as Statutory Auditors for a period of 1 (one) year in the Annual General Meeting held in last year. Due to unwillingness to act as a Statutory Auditor of the Company, the Company has received the resignation letter dated 12.08.2016 from M/s B. K. Patel & Co., Chartered Accountants. The Board of Directors has, at its meeting held on 12th August, 2016, recommended the appointment of M/s. Saurabh R Shah & Co., Chartered Accountants, (ICAI Registration No. 127176W), Ahmadabad, as Statutory Auditor of your Company in place of M/s. B. K. Patel & Co., to hold office from the conclusion of this AGM until the conclusion of the 22nd AGM of your Company, subject to ratification by the Members at every AGM held after this AGM.
Resolutions seeking your approval on these items are included in the Notice convening the AGM.
The observation made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.
The explanation on adverse remarks / qualification(s) in the Auditor''s Report -
Point No. (v''i) (a) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory applicable to it with the appropriate authorities during the period. However, in some cases such statutory dues are paid after its due dates along with interest during the year.
Point No. (vii) (b) to the Standalone Financial Statements: According to the information and explanations given to us, the disputed statutory dues aggregating Rs, 410734597/- that have not been deposited on account of disputed matter pending before appropriate authorities
Point No. (viii) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has defaulted in repayment of dues aggregating of Rs, 414000562/- to financial institutions, banks or debenture holders during the year.
Explanation to Point No. (vii) (a), Point No. (vii) (b) and Point No. (viii) to the Standalone Financial Statements:
For Point No. (vii) (a) the audit qualifications pointed out by the auditor are just the disclosure of fact that the company has not deposited its disputed statutory dues with appropriate authority and has made default in repayment of Bank loan. This is not impacting financial position of the Company.
For Point No. (vii) (b) the stay order has been received against the amount disputed and not deposited & management is in the process of taking necessary steps to resolve pending statutory dues as mentioned in the Auditor''s report and taking measures to pay them within due course.
For Point No. (viii) in respect of default in repayment of Bank loans the company is in process of taking necessary steps to regularize those account.
The Management is in the process of taking necessary steps to resolve pending statutory dues & repayment of Bank Loans as mentioned in the Auditor''s Report.
17. SECRETARIAL AUDIT REPORT
The Board has appointed M/s Chirag Shah & Associates, Practicing Company Secretaries (ICSI Membership No. 5545 & CPN 3498), to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as "Annexure E" to this Report.
The Explanation on comments / observation(s) in the Secretarial Audit Report - Point No. 1. As per Regulation 9(1) & (2) of SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 company has to adopt Minimum Standards for Code of Conduct to Regulate, Monitor and Report Trading by Insiders as set out in schedule B of the same regulation and according to point 5 of Schedule B company has to close the trading window for 48 hours after the outcome of board meeting are declared but for the board meeting dated 30th May, 2015, 13th August, 2015 and 4th November, 2015 trading window was closed for only 24 hours.
Explanation 1. The Company has closed its trading window from the 4th Board Meeting of the Company held on 3rd February, 2016 for 48 hours after the outcome of the Board Meeting are declared in complying with the "Listing Regulation" of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and other applicable regulations of SEBI (Prohibition of Insider Trading) Regulations, 2015.
18. COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors had, on recommendation of the Audit Committee, appointed Shri V.H. Shah, Practicing Cost Accountant (ICWAI Registration No. 100257), Ahmadabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2016-17. 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 their ratification. Accordingly, the resolution seeking Members'' ratification is included in the Notice convening the Annual General Meeting.
19. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013.
The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.
Your Company has adopted a defined policy and procedure for Appointment of Independent Directors which has been put on Company website www.gyscoal.com.
20. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure B" and is attached to this Report.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 4 (Four) Board Meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
22. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement that:â
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is appended as "Annexure - D" to this report.
No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 during FY 2015-16.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per Section 152 of the Companies Act, 2013 Mr. Zankarsinh Solanki, Whole-Time Director retire at this Annual General Meeting and being eligible offer himself for re-election. The Board of Directors recommended his reappointment at the forthcoming Annual General Meeting.
Miss Priti Kakkar has joined as Company Secretary & Compliance Officer w.e.f. 30th May, 2016 in place of Ms. Shrima Dave whose resignation was accepted by the Company on the 19th day of May, 2016.
Mr. Zankarsinh Solanki (DIN - 00014226) who was re-appointed as Whole Time Director of the Company w.e.f. 01/04/2016.
25. REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material order passed by the Regulators or Courts or Tribunals which would impact the going concern status and the company''s future operations.
26. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
27. BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evolution process covering various aspects of the Boards functioning such as composition of the Board & committees experience & competencies, performance of specific duties & obligation, contribution at the meetings and otherwise, independent judgment, governance issues etc.
28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
a) Shri Sunil Talati - Chairman
b) Shri Surendra Patel - Member
c) Shri Viral Shah - Member
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.
29. GENERAL
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
30. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of
Board Of Directors Viral Shah
Place : Ahmadabad (Chairman & Managing Director)
Date : 12/08/2016 D IN - 00014182
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Sixteenth Annual Report
and the Audited Statement of Accounts for the financial year ended 31st
March, 2015.
1. FINANCIAL HIGHLIGHTS:
The financial highlights of the company for the year under review are
summarized as under Rs. In lacs
CONSOLIDATED
PARTICULARS Current Year ended
on 31/03/2015 on
Revenue from Operations 17636.45
Other Income 178.52
Total Revenue 17814.97
Total Expenditure 17736.40
Profit before tax 78.57
Prior Period Tax -
Current Tax (20.79)
Deferred Tax (58.73)
Share of (Profit) / Loss attributable to Minority 10.76
Profit for the Year 9.81
Profit available for appropriation 9.81
Balance Brought forward 2415.43
Surplus 9.81
Appropriation
General Reserve -
Dividend -
Adjustment relating to Fixed Assets (7.41)
Balance Carried Forward 2417.83
Rs. In lacs
STANDALONE
PARTICULARS Current Year Previous Year
ended ended
31/03/2015 on 31/03/2014
Revenue from Operations 17636.45 27707.15
Other Income 154.56 445.72
Total Revenue 17791.01 28152.87
Total Expenditure 17691.20 28065.80
Profit before tax 99.81 87.03
Prior Period Tax - (1.76)
Current Tax (20.79) (43.93)
Deferred Tax (58.72) 13.73
Share of (Profit) / Loss attributable
to Minority
Profit for the Year 20.30 55.07
Profit available for appropriation 20.30 55.07
Balance Brought forward 2415.43 2360.36
Surplus 20.30 55.07
Appropriation
General Reserve - -
Dividend - -
Adjustment relating to Fixed Assets (7.41) -
Balance Carried Forward 2428.32 2415.43
2. DIVIDEND & RESERVES:
Due to inadequate profit your directors are not in a position to
recommend any dividend for the financial year ended 31st March, 2015.
NIL amount has been transferred to General Reserve.
3. UTILIZATION OF PROCEEDS OF IPO:
The statement of projected utilization of the IPO proceeds as per
Prospectus dated 18th October, 2010 against actual utilization as on
31st March, 2015 is as follows:
Particulars (Amount in lacs)
Utilisation of funds upto 31st March, 2015
Amount Received from IPO 5467.00
Promotor Contribution 1000.00
Income from Investment of IPO Proceeds 191.21
6658.21
Projected Actual
Land Cost 765.38 633.70
Civil Cost 600.00 573.66
Plant & Machinery * 4405.11 4291.90
Long Term Working Capital 500.00 609.22
General Corporate Purpose 25.00 10.00
IPO Expenses 482.36 510.69
6777.85 6629.17
Fixed Deposits with Bank * 29.04
Total 6658.21
* It includes advances given to various parties for Plant & Machinery
for New Project.
* As on 31st March, 2015 unutillised funds have been temporarily
invested in interest bearing liquid instruments including deposits with
banks.
Plant & Machineries for Phase -I of new IPO project has been installed
and Phase-II of the same is still under process.
4. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :
Pursuant to the provision of Section 125(2) of the Companies Act, 2013,
dividends, matured fixed deposits, redeemed debentures, Share
Application money due for refund and interest thereon, which remained
unclaimed up to 23rd October, 2017 will be deposited to Investors'
Education and Protection Fund (IEPF) of the Central Government.
Amount of Rs. 25560/- is lying as the Amount of Application money
received and due for refund in respect of the IPO of the company in
F.Y. 2010-2011. The last date on which the amount will be transferred
to IEPF account will be 23rd October, 2017 Therefore, the shareholders
are advised to claim such amounts immediately.
5. BUSINESS PERFORMANCE & PROSPECTS:
Information on operational and financial performance, etc. of the
Company for the financial year is given in the Management Discussion
and Analysis which is setout as Annexure E to the directors' Report.
6. PUBLIC DEPOSITS:
The Company has not accepted any fixed deposit from public within the
meaning of Section 73 of the Companies Act, 2013 and rules made
thereunder.
7. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:
In accordance with Companies Act, 2013 ("the Act") and Accounting
Standard (AS)-21 on consolidated financial statement read with As-23 on
Account for investment in associates and AS-27 on financial reporting
of interest in Joint ventures. The audited consolidated financial is
provided in the Annual Report.
The Company has prepared Consolidated Financial Statements of the
Company and while preparing the consolidated financial statements,
Company has consolidated the accounts of one subsidiary namely Thai
Indo Steel Co. Ltd. as per the requirements of Accounting Standards
issued by the Institute of Chartered Accountants of India.
The details of financial performance of Subsidiary Company is furnished
in Annexure C and attached to this report.
8. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF
COMPANY'S AFFAIR
The company is operating in only one segment i.e. Metal Industry. The
company mainly manufactures SS Angles, SS Flats & SS Rounds and the %
wise breakup of the products of the total turnover of the company is as
under:-
5.5. ANGLE BARS 18 %
5.5. FLAT BARS 15 %
5.5. ROUND BARS 28 %
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has a comprehensive system of internal controls to
safeguard the Company's assets against loss from unauthorized use and
ensure proper authorization of financial transactions. The Company has
an exhaustive budgetary control system to monitor all expenditures
against approved budgets on an ongoing basis. The Company maintains a
system of internal controls designed to provide assurance regarding the
effectiveness and efficiency of operations, the reliability of
financial controls and compliance with applicable laws and regulations
as applicable in the various jurisdictions in which the Company
operates.
10. CORPORATE GOVERNANCE CERTIFICATE
In terms of clause 49 of listing agreement with the Stock Exchange, a
certificate from Secretarial Auditor of the Company on compliance of
conditions of Corporate Governance is annexed to the Annual Report. A
report on Corporate Governance as provided in clause 49 of the Listing
Agreement is included in the Annual Report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in "Annexure - A" and
is attached to this report.
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY Pursuant to section 134 (3) (n) of the
Companies Act, 2013 & Clause 49 of the listing agreement, the company
has framed Risk Management Policy. The details of the policy are as
updated on website of the company www.gyscoal.com . The risk management
includes identifying types of risks and its assessment, risk handling
and monitoring and reporting. At present the company has not identified
any element of risk which may threaten the existence of the company.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The details of Loans, Guarantee and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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 arm's length basis. During the year, the Company had
not entered into any contract/arrangement/transaction with related
parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
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.gyscoal.com/wp-content/uploads/
2014/03/related_party_transaction_policy.pdf
Your Directors draw attention of the members to Note 32 to the
financial statement which sets out related party disclosures.
16. AUDITORS & AUDITORS REPORT
M/s. B K Patel & Co., Chartered Accountants (ICAI Registration No.
112647W), Ahmedabad were appointed as Statutory Auditors for a period
of 1 (one) year in the Annual General Meeting held in last year. Their
continuance of appointment and payment of remuneration are to be
confirmed and approved in the ensuing Annual General Meeting. The
Company has received a certificate from the above Auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
The notes to the accounts referred to in the Auditors Report are self-
explanatory and does not contain any qualification, reservation or
adverse mark and therefore do not call for any further comments.
The explanation on adverse remarks / qualification(s) in the Auditor's
Report -
Point No. (vii) (a) to the Standalone Financial Statements: According
to the information and explanations given to us, the Company has been
generally regular in depositing undisputed statutory dues including
provident fund, employees' state insurance, income-tax, sales-tax,
wealth tax, service tax, duty of customs, duty of excise, value added
tax, cess and any other statutory applicable to it with the appropriate
authorities during the period. However, in some cases such statutory
dues are paid after its due dates along with interest during the year.
Point No. (vii) (b) to the Standalone Financial Statements: According
to the information and explanations given to us, the disputed statutory
dues aggregating Rs. 416000397/- that have not been deposited on
account of disputed matter pending before appropriate authorities
Explanation to Point No. (vii) (a) and Point No. (vii) (b) to the
Standalone Financial Statements:
The Management is in the process of taking necessary steps to resolve
pending statutory dues as mentioned in the Auditor's Report Point No.
(vii) (b) and taking measures to pay them within due course as
mentioned in Point No. (vii) (a).
17. SECRETARIAL AUDIT REPORT:
The Board has appointed M/s A G Shah & Associates, Practicing Company
Secretaries (ICSI Membership No. 29017 & CPN 10642), to conduct
Secretarial Audit for the financial year 2014-15. The Secretarial Audit
Report for the financial year ended March 31, 2015 is annexed herewith
marked as "Annexure D" to this Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse mark.
The explanation on comments / observation(s) in the Secretarial Audit
Report -
Point 1. Company did not Filed MGT 14 for appointment of Secretarial
Auditor, M/s. AG Shah & Associates who were appointed under the Board
Meeting held on 03.02.2015
Explanation 1:
The Company has appointed M/S. A G Shah & Associates as Secretarial
Auditor of the Company to conduct audit for the year 2014 - 2015 in
Board Meeting held on 3rd February, 2015. The Company is in process to
file e Form MGT - 14 for the appointment of Secretarial Auditor in line
with the requirement of Act.
18. COST AUDITOR:
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, your
Directors had, on recommendation of the Audit Committee, appointed Shri
V.H. Shah, Practicing Cost Accountant (ICWAI Registration No. 100257),
Ahmedabad as Cost Auditor for conducting audit of cost accounting
records maintained by the Company for "Steel Plant" for the financial
year 2015-16. 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 their ratification.
Accordingly, the resolution seeking Members' ratification is included
in the Notice convening the Annual General Meeting.
19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a Remuneration Policy for the Directors, Key
Managerial Personnel and other employees, pursuant to Section 178(3) of
the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The philosophy for remuneration of Directors, Key Managerial Personnel
and all other employees of the Company is based on the commitment of
fostering a culture of leadership with trust. The Remuneration Policy
of the Company is aligned to this philosophy.
It is affirmed that the remuneration paid to Directors, Key Managerial
Personnel and all other employees is as per the Remuneration Policy of
the Company. Details of the Remuneration Policy are given in the
Corporate Governance Report.
Your company has adopted a defined policy and procedure for Appointment
of Independent Directors which has been put on Company website
www.gyscoal.com.
20. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in "ANNEXURE B" and is attached to this
Report.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 7 (Seven) Board meetings during the financial year
under review. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
22. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement
that:Â
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis; and
e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
23. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 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 Member may write to the Company
Secretary in this regard.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per Section 152 of the Companies Act, 2013 Mr. Viral M Shah,
Managing Director retire at this Annual General Meeting and being
eligible offer himself for re election. The Board of Directors
recommended his re- appointment at the forthcoming Annual General
Meeting.
Mr. Dileep Panchal has joined as Company Secretary & Compliance Officer
w.e.f.30th July,2014 in place of Ms. Neha Choksi who has resigned on
the same date and resigned from the post w.e.f. 16/03/2015.
Mr. Manish M Shah (DIN - 00014195) who was appointed as Whole Time
Director as well as CFO - Chief Financial Officer of the Company ceased
as a Director as well as CFO - Chief Financial Officer w.e.f.
21/08/2014 due to death. The Board expresses their deep condolence at
the untimely and sad demise of Mr. Manish M Shah.
Mrs. Giraben Solanki(DIN - 00014248) who was appointed as Additional
Director on 26/03/2014 resigned as a director w.e.f. 15/05/2015 due to
her pre occupation. The Board expresses its appreciation for the
services rendered by her during her tenure with the Company.
Mrs. Bharti Dhanak (DIN - 03268121) who was appointed as Additional
Director on 15/10/2014 and holds the said office till the date of the
Annual General Meeting. A notice has been received from a member
proposing her candidature for her reappointment.
Pursuant to the provisions of Section 203, Mr. Kalpesh Patel has been
appointed as Chief Financial Officer of the company w.e.f. 03/02/2015.
Mrs. Nidhi Bhatt served the company as Company Secretary & Compliance
Officer as well as KMP from 1st April, 2015 to 31st July, 2015.
Ms. Shrima Dave appointed as Company Secretary & Compliance Officer as
well as KMP of the Company w.e.f. 1st August, 2015.
25. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
26. FORMAL ANNUAL BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance and the Directors individually. A process of evaluation
was followed by the Board for its own performance and that of its
Committees and individual Directors.
A familiarization programme was conducted for Independent Directors to
familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters and
the said was updated on website of the Company http:/
/www.gyscoal.com/wp-content/uploads/2014/13/Familiarisation_Programme_
for_the_year_14_15.pdf.
27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM The Audit Committee consists of the following members:
a) Shri. Sunial Talati - Chairman
b) Shri. Surendra Patel - Member
c) Shri Viral Shah - Member
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
28. GENERAL
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
29. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
For and on behalf of Board Of Directors
Date : 13/08/2015 Viral Shah
Place : Ahmedabad (Chairman & Managing Director)
DIN - 00014182
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Fifteenth Annual Report
and the Audited Statement of Accounts for the financial year ended 31st
March, 2014.
1. FINANCIAL HIGHLIGHTS :
The financial highlights of the company for the year under review are
summarized as under
Rs. In lacs
PARTICULARS CONSOLIDATED STANDALONE
CURRENT YEAR CURRENT YEAR PREVIOUS YEAR
Income from Operations 27707.15 27707.15 28729.96
Other Income 445.73 445.73 163.72
Total Income 28152.87 28152.87 28893.68
Operating & 26993.65 26993.65 27598.54
Administrative
Expenses
Operating Profit 1159.22 1159.22 1295.15
before Interest
and Tax
Financial Charges 1072.19 1072.19 1039.60
Profit Before Tax 87.03 87.03 255.55
Exceptional Item 0.00 0.00 0.00
Profit after exceptional 87.03 87.03 255.55
item
Provision for tax 31.96 31.96 97.86
(including deferred tax)
Profit / (Loss) After tax 55.07 55.07 157.69
2. DIVIDEND :
With a view to conserve the liquid resources and to strengthen the
financial position of the Company, Your Directors have not recommended
any dividend for the financial year ended 31st March, 2014
3. UTILIZATION OF PROCEEDS OF IPO :
The statement of projected utilization of the IPO proceeds as per
Prospectus dated 18th October, 2010 against actual utilization as on
31st March, 2014 is as follows:
Particulars (Amount in lacs)
Utilisation of funds upto 31st March, 2014
Amount Received from IPO 5467.00
Promotor Contribution 1000.00
Income from Investment of IPO Proceeds 191.21
6658.21
Projected Actual
Land Cost 765.38 603.80
Civil Cost 600.00 0.53
Plant & Machinery * 4405.11 4365.81
Long Term Working Capital 500.00 1138.34
General Corporate Purpose 25.00 10.00
IPO Expenses 482.36 510.69
6777.85 6629.17
Fixed Deposits with Bank # 29.04
Total 6658.21
4. PUBLIC DEPOSITS :
The Company has not accepted any fixed deposit from public within the
meaning of Section 58A of the Companies Act, 1956.
5. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
:
Your Company has been practicing good Corporate Governance over the
time. In addition to basic governance issue the board lays strong
emphasis on transparency, accountability and integrity for building
investor confidence, improve investor''s protection and maximize
long-term shareholder value. A separate report on Corporate Governance
compliance and a Management Discussion and Analysis Report as
stipulated by the Clause 49 of the Listing Agreement forms part of the
Annual Report along with the required Certificate from the Practicing
Company Secretary regarding compliance of the conditions of Corporate
Governance as stipulated by Clause 49 of the Listing Agreement. In
compliance with Corporate Governance requirements as per Clause 49 of
the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.
6. DIRECTORS :
* Resignation of Director
Mr. Prem Malik has resigned from the directorship of the company w.e.f
18th April, 2014 due to his directorship exceeding the requisite limits
under new companies act, 2013. The board records its appreciation for
the contribution rendered by Mr. Prem Malik during his tenure.
* Retirement by rotation
As per provisions section 152 of Companies Act, 2013, Mr. Zankarsinh
Solanki is liable to retire by rotation and being eligible offer
himself for re-appointment
* Independent Director
The Company has, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Sunil
Talati, Mr. Kuren Amin & Mr. Surendra Patel as Independent Directors of
the Company. The Company has received declarations from the said
Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed under sub-section (6) of Section
149 of the Companies Act, 2013. These Directors are proposed to be
appointed as Independent Directors to hold office as per their tenure
of appointment mentioned in the Notice of the ensuing AGM of the
Company
The Board recommends appointment/re-appointment of aforesaid Directors.
A brief resume of directors being appointed/re-appointment with the
nature of their expertise, their shareholding in the Company as
stipulated under Clause 49 of the Listing Agreement is appended as an
annexure to the notice of the ensuing Annual General Meeting.
7. DIRECTORS RESPONSIBILITY STATEMENT :
The Directors confirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profits of the
company for that period;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
prevailing the detecting fraud and other irregularities;
d) that they have prepared the annual accounts on a going concern
basis.
8. ADDITIONAL INFORMATION TO SHAREHOLDERS :
Your company provides all the latest information on the matters of
interest to the investors in the investors section on the website.
www.gyscoal.com.
9. INSURANCE :
All the fixed assets of the company are adequately insured.
10. AUDITORS & AUDITORS REPORT :
Your Company''s Auditors M/s. B.K. Patel, Chartered Accountants,
Ahmedabad, hold office until the conclusion of ensuing Annual General
Meeting. They have shown their willingness to accept the office as
Statutory Auditors for the year 2014-2015, if appointed and further
confirmed their eligibility under provisions of Companies Act, 2013.
You are requested to appoint them and fix their remuneration.
The notes to the accounts referred to in the Auditors Report are self -
explanatory and therefore do not call for any further comments. The
Management is in the process of taking necessary steps for payment of
pending statutory dues as mentioned in the Auditor''s Report point. (ix)
And taking measures to pay them before due dates.
11. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :
Amount of Rs.25560/- is lying as the Amount of Application money
received and due for refund in respect of the IPO of the company in F.Y
2010-2011. The last date on which the amount will be transferred to
IEPF account will be 23rd October, 2017.
Pursuant to Sections 205A and 205C and other applicable provisions, if
any, of the Companies Act, 1956, all unclaimed/unpaid dividend,
application money, debenture interest and interest on deposits as well
as principal amount of debentures and deposits pertaining to the
Company, remaining unpaid or unclaimed for period of seven years from
the date they became due for payment, will be transferred to the
Investor Education and Protection Fund (IEPF) established by the
Central Government. No claim shall lie against the IEPF or the Company
for the amounts so transferred nor shall any payment be made in respect
of such claims. The Company has filed necessary details with the office
of Registrar of Companies, Ahmedabad, Gujarat Pursuant to rule 3 of the
Investor Education and Protection Fund (Uploading of information
regarding unpaid and unclaimed amounts lying with companies) Rules,
2012.
12. APPOINTMENT OF COST AUDITOR:
Shri V. H. SHAH, Cost Accountant, having been appointed by the Central
Government has conducted the audit of the cost accounting records
maintained by the Company for "Steel Plant" for the for the financial
year 2012-13 and submitted their report to the Central Government on
27th September, 2013. The Central Government has also approved the
appointment of Shri V. H. SHAH., Practicing Cost Accountant, Ahmedabad
as Cost Auditor for conducting audit of cost accounting records
maintained by the Company for "Steel Plant" for the financial year
2013-14
13. PARTICULARS OF EMPLOYESS :
The information regarding Particulars of Employees as required under
Provision Of section 217(2A) of Companies Act 1956 read with Companies
(Particulars Of Employee Rules)1975 as amended are not attached with
this report since there are none of the employee who are in receipt of
remuneration exceeding the limits specified in the section.
14. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT :
In accordance with the General Circular No.2/2011 dated 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Balance Sheet, Profit and Loss Accounts and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. However, the financial information of the subsidiary
companies is attached along with the consolidated financial statement
in compliance with the said circular. The Company will provide the
annual accounts of its subsidiary companies and the related detailed
information on the specific request made by any Shareholders and the
said annual accounts are open for the inspection at the registered
office of the Company during office hours on all working days, except
Sundays and holidays, between 2.00 p.m. and 4.00 p.m.
As required under Clause 32 of Listing Agreement with the stock
exchange(s) and in accordance with the requirements of Accounting
Standard AS-21 issued by the Institute of Chartered Accountants of
India, the Company has prepared Consolidated Financial Statements of
the Company and while preparing the consolidated financial statements,
Company has consolidated the accounts of one subsidiary namely Thai
Indo Steel Co. Ltd.(51% holding) as per the requirements of Accounting
Standard 27 (AS-27) and Accounting Standard 23 (AS-23) respectively.
15. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are appended herewith as Annexure I and forms part of this Annual
Report.
16. INDUSTRIAL RELATIONS :
Industrial relations in your company during the year was peaceful,
cordial and healthy. Your company had been able to maintain peaceful
industrial atmosphere and mutual trust between the management and the
employees.
17. ACKNOWLEDGEMNT :
Your Directors wish to place on record their appreciation for the
valuable co-operation and support received from the all the
shareholders, customers and suppliers, various financial Institutions,
Banks, Central and State Government bodies, Auditors and Legal Advisors
which have made possible the excellent results achieved by your company
and to all the persons who reposed faith and trust in us. We would also
like to express thanks to our shareholders and stakeholders for their
confidence and understanding.
Last but not the least, we wish to place on record our appreciation of
the sincere services rendered by the employees and our colleagues at
all levels, who have put in their best efforts. We look forward to
their continued support in future.
Date : 21/05/2014 For and on behalf of Board Of Directors
Place : Ahmedabad
Viral Shah
(Chairman & Managing Director)
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the Fourteenth Annual Report
and the Audited Statement of Accounts for the financial year ended 31st
March, 2013.
1. FINANCIAL HIGHLIGHTS:
The financial highlights of the company for the year under review are
summarized as under
Rs.In lacs
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Income from Operations 28729.96 21624.98
Other Income 163.72 44.70
Total Income 28893.68 21669.69
Operating & Administrative Expenses 27598.5 20417.85
Operating Profit before Interest and Tax 1295.15 1251.84
Financial Charges 1039.60 850.26
Profit Before Tax 255.55 401.58
Exceptional Item 0.00 0.00
Profit after exceptional item 255.55 401.58
Provision for tax (including deferred tax) 97.86 148.63
Profit / (Loss) After tax 157.69 252.95
2. DIVIDEND
With a view to conserve the liquid resources and to strengthen the
financial position of the Company, Your Directors have not recommended
any dividend for the financial year ended 31st March, 2013
3. UTILIZATION OF PROCEEDS OF IPO:
The statement of projected utilization of the IPO proceeds as per
Prospectus dated 18th October, 2010 against actual utilization as on
31st March, 2013 is as follows:
Particulars (Amount in lacs)
Utilisation of funds upto 31st March, 2013
Amount Received from IPO 5467.00
Promotor Contribution 1000.00
Income from Investment of IPO Proceeds 195.01
6662.01
Projected Actual
Land Cost 765.38 603.8
Civil Cost 600.00 0.53
Plant & Machinery * 4405.11 4292.71
Long Term Working Capital 500.00 513.76
General Corporate Purpose 25.00 10.00
IPO Expense 482.36 510.69
6777.85 5931.49
Fixed Deposits with Bank # 25.52
Investment in Mutual Funds # 705.00
Total 6662.01
4. PUBLIC DEPOSITS:
The Company has not accepted any fixed deposit from public within the
meaning of Section 58A of the Companies Act, 1956.
5. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Your Company has been practicing good Corporate Governance over the
time. In addition to basic governance issue the board lays strong
emphasis on transparency, accountability and integrity for building
investor confidence, improve investor''s protection and maximize
long-term shareholder value. A separate report on Corporate Governance
compliance and a Management Discussion and Analysis Report as
stipulated by the Clause 49 of the Listing Agreement forms part of the
Annual Report along with the required Certificate from the Practicing
Company Secretary regarding compliance of the conditions of Corporate
Governance as stipulated by Clause 49 of the Listing Agreement. In
compliance with Corporate Governance requirements as per Clause 49 of
the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.
6. DIRECTORS:
- Appointment of Director
During the year Mr. Surendra Patel was appointed as additional director
on the Board of the Company w.e.f 29th September, 2012. Pursuant to
Section 260 of Companies Act, 1956 and Articles of Association of the
Company, Mr. Surendra Patel shall hold office upto the date of ensuing
Annual General Meeting and being eligible offer himself for
re-appointment as Director. The Company has received a notice in
writing from a member of the Company signifying his candidature for the
office of the Board of Directors of the Company.
- Retirement by rotation.
As per Section 256 of the Companies Act, 1956 and Article of
Association of the Company, Mrs. Giraben Solanki and Mr. Sunil Talati
are liable to retire by rotation and being eligible offer themselves
for re-appointment
- The Board recommends appointment/re-appointment of aforesaid
Directors.
- A brief resume of directors being appointed/re-appointment with the
nature of their expertise, their shareholding in the Company as
stipulated under Clause 49 of the Listing Agreement is appended as an
annexure to the notice of the ensuing Annual General Meeting.
- Resignation
Mr. Vijay Ranchan Independent Director of the Company has resigned from
the directorship on 25th August, 2012 due to preoccupancy.
7. DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profits of the
company for that period;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
prevailing the detecting fraud and other irregularities;
d) that they have prepared the annual accounts on a going concern
basis.
8. ADDITIONAL INFORMATION TO SHAREHOLDERS
Your company provides all the latest information on the matters of
interest to the investors in the investors section on the website
www.gyscoal.com.
9. INSURANCE
All the fixed assets of the company are adequately insured.
10. AUDITORS & AUDITORS REPORT:
Your Company''s Auditors M/s. B.K. Patel, Chartered Accountants,
Ahmedabad, hold office until the conclusion of ensuing Annual General
Meeting. They have shown their willingness to accept the office as
Statutory Auditors for the year 2013-2014, if appointed and further
confirmed their eligibility u/s 224(1B) of the Companies Act, 1956 for
the same.
You are requested to appoint them and fix their remuneration.
The notes to the accounts referred to in the Auditors Report are self -
explanatory and therefore do not call for any further comments.
Moreover the Management is in the process of taking necessary steps for
payment of pending statutory dues as mentioned in the Auditor''s Report
point. (ix)
11. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT
Amount of Rs. 25560/- is lying as the Amount of Application money
received and due for refund in respect of the IPO of the company in
F.Y. 2010-2011. The last date on which the amount will be transferred
to IEPF account will be 23rd October, 2017.
Pursuant to Sections 205A and 205C and other applicable provisions, if
any, of the Companies Act, 1956, all unclaimed/unpaid dividend,
application money, debenture interest and interest on deposits as well
as principal amount of debentures and deposits pertaining to the
Company, remaining unpaid or unclaimed for period of seven years from
the date they became due for payment, will be transferred to the
Investor Education and Protection Fund (IEPF) established by the
Central Government. No claim shall lie against the IEPF or the Company
for the amounts so transferred nor shall any payment be made in respect
of such claims. The Company has filed necessary details with the office
of Registrar of Companies, Ahmedabad, Gujarat Pursuant to rule 3 of the
Investor Education and Protection Fund (Uploading of information
regarding unpaid and unclaimed amounts lying with companies) Rules,
2012
12. APPOINTMENT OF COST AUDITOR:
Shri V. H. SHAH, Cost Accountant, having been appointed by the Central
Government has conducted the audit of the cost accounting records
maintained by the Company for "Steel Plant" for the for the financial
year 2011-12 and submitted their report to the Central Government on
12th January, 2013. For filing the Cost Audit Report in XBRL format for
the financial year 2011-12, the Ministry of Corporate Affairs has
extended the time limit for filing the same with Central Government,
upto 28th February, 2013.
The Central Government has also approved the appointment of Shri V. H.
SHAH., Practicing Cost Accountant, Ahmedabad as Cost Auditor for
conducting audit of cost accounting records maintained by the Company
for "Steel Plant" for the financial year 2012-13
13. PARTICULARS OF EMPLOYESS:
The information regarding Particulars of Employees as required under
Provision Of section 217(2A) of Companies Act 1956 read with Companies
(Particulars Of Employee Rules)1975 as amended are not attached with
this report since there are none of the employee who are in receipt of
remuneration exceeding the limits specified in the section.
14. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are appended herewith as Annexure I and forms part of this Annual
Report
15. INDUSTRIAL RELATIONS:
Industrial relations in your company during the year was peaceful,
cordial and healthy. Your company had been able to maintain peaceful
industrial atmosphere and mutual trust between the management and the
employees.
16. ACKNOWLEDGEMNT:
Your Directors wish to place on record their appreciation for the
valuable co-operation and support received from the all the
shareholders, customers and suppliers, various financial Institutions,
Banks, Central and State Government bodies, Auditors and Legal Advisors
which have made possible the excellent results achieved by your company
and to all the persons who reposed faith and trust in us. We would also
like to express thanks to our shareholders and stakeholders for their
confidence and understanding.
Last but not the least, we wish to place on record our appreciation of
the sincere services rendered by the employees and our colleagues at
all levels, who have put in their best efforts. We look forward to
their continued support in future.
For and on behalf of Board Of Directors
Date :30/05/2013 Viral Shah
Place : Ahmedabad (Chairman & Managing Director)
Mar 31, 2012
To The Members Gyscoal Alloys Limited Ahmedabad.
The Directors have pleasure in presenting the Thirteenth Annual Report
and the Audited Statement of Accounts for the financial year ended 31st
March, 2012.
FINANCIAL HIGHLIGHTS:
The financial highlights of the company for the year under review are
summarized as under Rs. In lacs
PARTICULARS Current Year Previous Year
2011-2012 2010-2011
Income from Operations 21615.26 19284.29
Other Income 54.43 45.37
Total Income 21669.69 19329.66
Operating & Administrative Expenses 20417.85 18161.95
Operating Profit before Interest and Tax 1251.84 1167.71
Financial Charges 850.26 628.19
Profit Before Tax 401.58 539.52
Exceptional Item 0.00 0.00
Profit after exceptional item 401.58 539.52
Provision for tax (including deferred tax) 148.63 111.72
Profit / (Loss) After tax 252.95 427.80
DIVIDEND
With a view to conserve the liquid resources and to strengthen the
financial position of the Company, Your Directors have not recommended
any dividend for the financial year ended 31st March, 2012
UTILIZATION OF PROCEEDS OF IPO:
The statement of projected utilization of the IPO proceeds as per
Prospectus dated 18th October, 2010 against actual utilization as on
31st March, 2012 is as follows:
Particulars (Amount in lacs)
Utilisation of funds upto 31st March, 2012
Amount Received from IPO 5467.00
Promotor Contribution 1000.00
Income from Investment of IPO Proceeds 98.20
6565.20
Projected Actual
Land Cost 765.38 603.68
Civil Cost 600.00 0.53
Plant & Machinery 4405.11 4264.66
Long Term Working Capital 500.00 538.12
General Corporate Purpose 25.00 10.00
IPO Expenses 482.36 510.69
6777.85 5927.68
Fixed Deposits with Bank 25.52
Investment in Mutual Funds 612.00
Total 6565.20
PUBLIC DEPOSITS:
The Company has not accepted any fixed deposit from public within the
meaning of Section 58A of the Companies Act, 1956.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Your Company has been practicing good Corporate Governance over the
time. In addition to basic governance issue the board lays strong
emphasis on transparency, accountability and integrity for building
investor confidence, improve investor's protection and maximize
long-term shareholder value. A separate report on Corporate Governance
compliance and a Management Discussion and Analysis Report as
stipulated by the Clause 49 of the Listing Agreement forms part of the
Annual Report along with the required Certificate from the Practicing
Company Secretary regarding compliance of the conditions of Corporate
Governance as stipulated by Clause 49 of the Listing Agreement. In
compliance with Corporate Governance requirements as per Clause 49 of
the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.
DIRECTORS:
- Re-Appointment of Managing Director, Whole Time Director &
Executive Director
The Board of Directors of the Company has, subject to the approval of
the Members, approved the re-appointment of Mr. Viral Shah, as Chairman
& Managing Director of the Company, for a period of Five years with
effect from 3rd December, 2012 to 2nd December, 2017
The Board of Directors of the Company has, subject to the approval of
the Members, approved the re-appointment of Mr. Manish Shah, as Whole
Time Director of the Company, for a period of Five years with effect
from 30th November, 2012 to 29th November, 2017.
The Board of Directors of the Company has, subject to the approval of
the Members, approved the re-appointment of Mrs. Giraben Solanki, as
Executive Director of the Company, for a period of Five years with
effect from 2nd January, 2013 to 1st January, 2018
- Retirement by rotation.
As per Section 256 of the Companies Act, 1956 and Article of
Association of the Company, Mr. Kuren Amin and Mr. Zankarsinh Solanki
are liable to retire by rotation and being eligible offer themselves
for re-appointment
- The Board recommends appointment/re-appointment of aforesaid
Directors.
- A brief resume of directors being appointed/re-appointment with the
nature of their expertise, their shareholding in the Company as
stipulated under Clause 49 of the Listing Agreement is appended as an
annexure to the notice of the ensuing Annual General Meeting.
- Resignation
Mr. Dharmendra Deo Mishra Independent Director of the Company has
resigned from the directorship in the beginning of the year due to
preoccupancy.
Mr. Vijay Ranchan, Independent Director of the Company has resigned
from the directorship as on date of this report due to preoccupancy.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profits of the
company for that period;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
prevailing the detecting fraud and other irregularities;
d) that they have prepared the annual accounts on a going concern
basis.
ADDITIONAL INFORMATION TO SHAREHOLDERS
Your company provides all the latest information on the matters of
interest to the investors in the investors section on the website
www.gyscoal.com.
INSURANCE
All the fixed assets of the company are adequately insured.
AUDITORS & AUDITORS REPORT:
Your Company's Auditors M/s. B.K. Patel, Chartered Accountants,
Ahmedabad, hold office until the conclusion of ensuing Annual General
Meeting. They have shown their willingness to accept the office as
Statutory Auditors for the year 2012- 2013, if appointed and further
confirmed their eligibility u/s 224(1B) of the Companies Act, 1956 for
the same.
You are requested to appoint them and fix their remuneration.
The notes to the accounts referred to in the Auditors Report are self-
explanatory and therefore do not call for any further comments.
APPOINTMENT OF COST AUDITOR:
Vide Notification No.52/26/CAB/-2010 dated, 3rd May, 2011 ordering cost
audit of for "Steel Plant" industry for the year ending 31st March,
2012 and pursuant to section 233 B of The Companies Act, 1956, Shri V.
H. SHAH is appointed as Cost Auditor of the company w.e.f. 29th June,
2011 to conduct audit of cost accounting records maintained by the
Company for "Steel Plant" for the year ending 31st March, 2012. The due
date of filing his report as per sub-rule (1) of rule 4 of The
Companies (Cost Audit Report) Rules, 2011 to the Central Government and
to the company is within one hundred and eighty days from the close of
the company's financial year i.e 30th September, 2012
PARTICULARS OF EMPLOYESS:
The information regarding Particulars of Employees as required under
Provision Of section 217(2A) of Companies Act 1956 read with Companies
(Particulars Of Employee Rules)19575 as amended are not attached with
this report since there are none of the employee who was in receipt of
remuneration at a rate of not more than Rs.2.00Lacs Per month
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are appended herewith as Annexure I and forms part of this Annual
Report
INDUSTRIAL RELATIONS:
Industrial relations in your company during the year was peaceful,
cordial and healthy. Your company had been able to maintain peaceful
industrial atmosphere and mutual trust between the management and the
employees.
ACKNOWLEDGEMNT:
Your Directors wish to place on record their appreciation for the
valuable co-operation and support received from the all the
shareholders, customers and suppliers, various financial Institutions,
Banks, Central and State Government bodies, Auditors and Legal Advisors
which have made possible the excellent results achieved by your company
and to all the persons who reposed faith and trust in us. We would also
like to express thanks to our shareholders and stakeholders for their
confidence and understanding.
Last but not the least, we wish to place on record our appreciation of
the sincere services rendered by the employees and our colleagues at
all levels, who have put in their best efforts. We look forward to
their continued support in future.
For and on behalf of Board Of Directors
Date : 27/08/2012 Viral Shah
Place : Ahmedabad (Chairman & Managing Director)