BOARD'S REPORT To, The Members, Gorani Industries Limited Your Directors have great pleasure in presenting herewith the Twentieth Annual Report of your Company together with the audited financial statement for the financial year ended 31st March, 2015. 2. PERFORMANCE AND THE STATE OF COMPANY AFFAIRS : During the financial year under review, your Company has achieved a Gross Turnover of Rs. 622.37 Lakhs as against that of Rs. 425.36 Lakhs during the previous year registering growth of 46.31%. The company has earned net profit of Rs. 25.60 lakhs during the financial year against net profit of Rs. 3.75 Lakhs in the previous year registering many fold growth. The company is in the business of production and sales of kitchen and home appliances since 1996. Its main products are LPG stoves, induction cooker, gas geyser etc. carrying the brand name of Blowhot and Online. It does its business through a strong network of dealer and distributors all over central, south and north India. The legendary products of the Company like NUTAN reflect the sophistication of the products and the reliability as well as exquisite look. The company is in the process of implementing strategies to capitalize available opportunities. The long term growth of home appliances is secure given India's low ownership of appliances even in urban markets. No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. 3. DIVIDEND : Looking to the financial position of the company directors is not recommending any dividend for the year. 4. DIRECTORS : Mr. Sanjay Gorani (Holding DIN: 00055531) is liable to retire by rotation and being eligible offers himself for reappointment. During the year Mr. Dinesh Kumar Maheshwari (Holding DIN 02424245), Independent Non executive director of the company resigned from the directorship on 31st July, 2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under proposed Clause 49 of the Listing Agreement with the Stock Exchange. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Nomination and Remuneration Policy are attached herewith as Annexure I. The details of programmes for familiarisation of Independent Directors 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 are put up on the website of the Company at the link: <http://www.goraniindustries.com/investors/> 5. AUDITORS : M/s. B.D. Sharda & Co., Chartered Accountants, bearing Firm Registration No. 00161C, statutory auditors ratified by the members of the company for the financial year 2015-2016. They have furnished a written consent and certificate confirming their eligibility pursuant to the provisions of section 141 of the Companies Act, 2013 and rules made thereunder for the financial year 2015-2016. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 6. INTERNAL AUDITOR : M/s Navin Sapna & Co., Chartered Accountants (bearing firm registration no. 010507C) has been reappointed as internal auditor of the company for the financial year 2015-16 in the Board Meeting held on 31st July, 2015. 7. SECRETARIAL AUDITOR : M/s. Manish Jain & Co., Practicing Company Secretaries has been reappointed for issuance of Secretarial Audit Report for the financial year 2015-16 in the Board Meeting held on 31st July, 2015. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 8. RELATED PARTY TRANSACTIONS : There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013 during the year under review. Also there were no material related party transactions in terms of clause 49 of the listing agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board may be accessed on Company's website at the link: <http://www.goraniindustries.com/investors/> None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. 9. MEETINGS : Four meeting of Board of Directors were held during the year. 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. 10. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR : During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies. 11. EXTRACT OF ANNUAL RETURN : Extract of Annual Return, in Form MGT -9, for the Financial Year 2014-15 has been annexed with this report as Annexure III. 12. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with the with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in Annexure IV forming part of this report. 13. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES: The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Directors/ KMP of the Company are furnished in Annexure V : No employees in the Company have been paid remuneration in excess of the limits prescribed under section 197 of The Companies Act, 2013 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 14. DISCLOSURES: AUDIT COMMITTEE The Audit Committee comprises of Independent Directors namely Shri Sandeep Kumar Jain (Chairman), Shri Shayam Sunder Jhawar and Ms. Rashi Joshi as other members. All the recommendations made by the Audit Committee were accepted by the Board. VIGIL MECHANISM The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement to deal with instance of fraud and mismanagement, if any. Protected disclosures can be made by a whistle blower either personally or over telephone to the Chairman of the Audit Committee, which should be followed by a written communication. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link <http://www.goraniindustries.com/investors/> 15. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a 'going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 16. CORPORATE GOVERNANCE : A Separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached to this report. 17. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. 18. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: During the year the company has framed the Risk Management Policy which highlights the Company's practices and risk management framework for the identification and management of uncertainty The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company has implemented a Risk Management Framework for the management and oversight of material risks and internal control. The Risk Management Framework is designed to address risks that have been identified to have a material impact on the Company's business and to ensure that the Board regularly reviews the risk management and oversight policies. 19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The company has adequate system of management-supervised internal control, which is aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws. These ensure that all corporate policies are strictly adhered to an absolute transparency is followed in accounting and all its business dealings. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The company ensures adherence to all internal control policies and procedures. A qualified and independent audit committee of the Board, comprising the independent directors reviews the adequacy of internal control. 20. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details of particulars of loans, guarantees or investments under section 186. 2. Details relating to deposits covered under Chapter VI of the Act. 3. Details about the policy developed and implanted by the company on corporate social responsibility initiatives. 4. Issue of equity shares with differential rights as to dividend, voting or otherwise. 5. Issue of shares (including sweat equity shares) to employees of the Company under any Employee Stock Option scheme. 6. Neither the Managing Director nor the Whole-time Directors of the Company receive any commission. 7. 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. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 21. ACKNOWLEDGEMENT : The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support. By Order of the Board Anil Gorani (Holding DIN 00055540) Chairman Place: Indore Date: July 31, 2015 Regd. Office : Plot No. 32-33, Sector F, Sanwer Road, Industrial Area, Indore-452015 (M.P.) |