DIRECTORS' REPORT To, The Members, GOPAL IRON & STEEL CO. (GUJARAT) LIMITED Your Directors have pleasure in presenting their Twenty first Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015 Company has achieved nominal turnover due to various unavoidable circumstances as expected and company went into loss. During the year company has started expansion project and after successful commissioning of the same & we are hoping that the phenomenal growth shall be achieved during the next coming years. 2. DIVIDEND: With a view to enlarge the business operations of the Company, the directors did not recommend any Dividend for the Year under review. 3. DIRECTORS AND KEY MANAGERIAL PERSONNEL: MR. PRABHUBHAI PATEL, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year, MR. BIPINCHANDRA PATEL, Mr. RAKESHKUMAR MOTILAL MOGHARIYA & MR. NARESHBHAI PATEL have been appointed as directors of the Company. During the year, MR. BIPINCHANDRA PATEL, Mr. RAKESHKUMAR MOTILAL MOGHARIYA & MR. NARESHBHAI PATEL have been appointed as an Independent Directors for term of Five years with effect from 30th September, 2014. Further, MS. JAINAL PATEL has been appointed as Women Director with effect from 30th September, 2014. Also, MR. BHVAESHBHAI PATEL has been appointed as Chief Financial Officer with effect from 14th August, 2014. MR. PRABHUBHAI PATEL and MR. BHAVESHBHAI PATEL are proposed to be appointed as whole time director and managing director of the company respectively. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement which is hereby enclosed as "Annexure I". 4. MEETINGS: During the year Six Board Meetings and Five Audit Committee Meetings were convened and held. The dates on which the said Board meetings were held: May 31, 2014, August 01, 2014, August 14, 2014, August 31, 2014, November 13, 2014 & February 14, 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 5. COMMITTEES: The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues. The Board has constituted following Committees. > Audit Committee > Nomination and Remuneration Committee > Stakeholder's Relationship Committee > Share Transfer Committee The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the 'Report on Corporate Governance' of the company which forms part of this Annual Report. 6. EXTRACTS OF ANNUAL RETURN: Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as "Annexure II". 7. STATUTORY AUDITORS & AUDIT REPORT: M/s Mehul Kanani & Co, (Firm Registration No. 133039W), Chartered Accountants, have been appointed as statutory auditors of the company at the twenty eight Annual General Meeting held on September 30, 2014 to hold office from the conclusion of 20th Annual General Meeting (AGM) till the conclusion of the 25th Annual General Meeting of the Company, subject to ratification by the shareholders annually. Accordingly, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM. In this regard, the Company has received a certificate from the auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.Auditors comments on your company's accounts for year ended March 31, 2015 are self explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report. 8. INTERNAL AUDIT & CONTROLS: Your company had laid down set of standards, processes and structure which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively. 9. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT: Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practising Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2014-15. The Report of the Secretarial Auditor for the FY 2014-15 is annexed to this report as "Annexure III". Secretarial Auditors have qualified their report to the Members of the Company & in this connection; the Board of Directors of the Company has discussed the same at arm's length and agreed to take the corrective steps on following Qualifications in current financial year: 1. The Company is yet to comply with Clause 47 (a) & 41 (1) (h) of Listing Agreement and company is in part compliance with 41 (III). 2. The Company is not in compliance with Pursuant to Section 203 (1) (ii) & section 138 of Company's Act, 2013. 3. Company have not made contribution of provident fund to Employees Provident Fund Organization from November, 2013. 4. Cost audit report of financial year 2013-14 is not been filed at Ministry of corporate affairs. 5. The Managerial Remuneration paid to the Directors of the Company is subject to compliance of provisions of Schedule V to the Companies Act, 2013. Secretarial Auditor report (MR-3) is self explanatory and therefore do not call for any further comments. 10. BOARD EVALUATION: Board of directors of the Company evaluated performance of independent directors as well as board as whole, On the basis of criteria laid down by the Nomination and Remuneration Committee and it was framed that overall performance and contribution of directors of the Company are satisfactorily and they are making their best efforts for the advancement of the Company. 11. FIXED DEPOSITS: Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company. 12. CORPORATE GOVERNANCE: The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders. A separate section on Corporate Governance Standards followed by your company, as stipulated under amended Clause 49 of the Listing Agreement is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013. A certificate from M/s Mehul Kanani & Co, Chartered Accountant, conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report. 13. VIGIL MECHANISM: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gopaliron.in under investors/policy documents/Whistle Blower Policy link. 14. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION: (a) Conservation of energy: The efforts are being made for energy conservation to the new & Innovative means. The company always ready to keep itself updated with all latest technological innovation by way of constant communication and consulting expert. Efforts are being made to reduce the cost and to improve performance etc. 15. FOREIGN EXCHANGE EARNINGS / OUTGO: As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year. 16. NOMINATION AND REMUNERATION POLICY: The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure IV". 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All related party transactions that were entered during the financial year were in ordinary course of the business of the company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company. All such Related Party Transactions are placed before the Audit Committee for approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.gopaliron.in under investors/policy documents/ Related Party Transaction Policy The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2. "Annexure V". 18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: In terms of provisions of Section 134(3)(g), the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as "Annexure VI" and forms part of this Report. 19. PARTICULARS OF EMPLOYEES REMUNERATION: A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure VII". B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 5 Lac Per month if employed for part of the year and Rs. 60 Lacs Per Annum if employed for the whole year. 20. HUMAN RESOURCES: Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. 22. CHANGE IN NATURE OF THE BUSINESS: There has been no change in the nature of business of the company during the year under review. 23. MANAGEMENT DISCUSSION AND ANALYSIS: As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report. 24. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY: No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future. 25. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to requirement under 134(3)(c) of the Companies Act, 2013 (Act), Directors, confirm that: (a) in the preparation of the annual accounts for the year ended on 31st March, 2015, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 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 had prepared the annual accounts on a going concern basis; (e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and (f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 26. ACKNOWLEDGEMENT: Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts. BY ORDER OF THE BOARD OF DIRECTORS, FOR, GOPAL IRON & STEEL CO. (GUJARAT) LTD MR. BHAVESHBHAI PATEL MANAGING DIRECTOR (DIN:00287559) PLACE: AHMEDABAD DATE: 14/08/2015 |