DIRECTORS’ REPORT To, The Shareholders, Gokul Agro Resources Ltd. 1. Your Directors are pleased to present the First Annual Report on the affairs of the Company along with the Audited Financial Statements for financial year ended on March 31, 2015. 2. DIVIDEND No Dividend has been declared by the Directors during the Financial Year 2014-15. 3. RESERVES Since the Company is incorporated on July 3, 2014, and no business activity was carried out during the Financial Year 2014-15, the Reserves of the Company are Rs. (64, 357)/- which mainly consists of pre-operative expenses. 4. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE In respect of the Scheme of Arrangement in the nature of Demerger filed by Gokul Refoils & Solvent Ltd. in the High Court of Gujarat; the said scheme was sanctioned by the Hon’ble Gujarat High Court on June 12, 2015 wherein the certified copy of order of the Court was btained on June 30, 2015. As per the said scheme, with effect from the Appointed Date and upon the scheme becoming effective on filing the Certified Copy of the Order in e-form INC- 28 with the Registrar of Companies of Gujarat, the whole of the Gandhidham Undertaking and the whole of the Gandhidham Windmill Undertaking shall pursuant to the provisions of the Companies Act, 1956, Companies Act, 2013, Income Tax Act and other applicable laws and statutes, without any further act, instrument, deed, matter or thing, stand transferred to and vested into, as going concern, so as to vest in Gokul Agro Resources Limited all rights, title and interest pertaining to the Demerged Undertakings. Pursuant to the Scheme of Arrangement and the order of the Hon. High Court of Gujarat, shares of GARL are proposed to be listed under automatic route with Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange Ltd. (NSE). 5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY Pursuant to the scheme of arrangement in the nature of Demerger filed with Hon’ble Gujarat High Court, Ownership of Gandhidham Undertaking and Gandhidham Windmill Undertaking of GRSL are proposed to transfer in favor of GARL. Before giving effect to the transfer of Windmills, it was required to include the power generation activity in the main object clause of the Memorandum of the Company. The Company, vide Special Resolution passed in the meeting of members of the Company held on May 25, 2015, has altered the Main Object Clause of the Memorandum of Association and the same has been approved by the Registrar of Companies, Ahmedabad on June 1, 2015. 6. SUBSIDIARY COMPANIES: The Company does not have any subsidiary company as on March 31, 2015. 7. ADEQUACY OF INTERNAL CONTROL SYSTEM: The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss from unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business. 8. DEPOSITS: Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted or renewed any public deposits during the year. However the Company accepted deposit by way of unsecured loan from holding company. 9. AUDITORS: • Statutory Auditors M/s. Surana Maloo & Co., Chartered Accountants (Firm Registration No. 112171W) are the Statutory Auditors of the Company, who will retire at the first Annual General Meeting of the Company and are eligible for re-appointment. M/s. Surana Maloo & Co., Chartered Accountants have confirmed that their re-appointment, if made, shall be within the limits specified under the Section 139 of the Companies Act, 2013. • Internal Auditor Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014, the Board of Directors of the Company has appointed Mr. Atul Thakkar as an Internal Auditor of the Company. He is a qualified Chartered Accountant and having experience of around 17 Years in the field of Audit, Accounts, Taxation and Risk Management. He is responsible to handle Audit and Risk Management activities. • Cost Auditors The Company has appointed M/s Priyank Patel & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 103676) as the Cost Auditor of the Company for audit of cost accounting records of its activities for the financial year 2015-16. In terms of Section 148 (3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit & Auditors) Rules, 2014, it is proposed by the Board to recommend the remuneration approved in its meeting, for ratification by the shareholders in the ensuing Annual General Meeting of the Company. • Secretarial Auditors The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s Samdani Shah & Associates, Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2015-16. 10. POLICIES: The Company has formulated and implemented various policies as required by the provisions of law and other regulations. Following are the major policies adopted by the Company: • Vigil Mechanism / Whistle Blower Policy In terms of Section 177 of the Companies Act, 2013, the Company has adopted a Whistle-Blower Policy, which provides a formal mechanism for all employees of the Company to make protected disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. Disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No employee of the Company has been denied access to the Audit Committee. • Nomination and Remuneration Policy In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. The policy is set up to lay out remuneration principles for employees linked to their efforts, performance and achievement relating to the Company’s goals. • Risk Management Policy The Company, by adopting a Risk Management Policy, has ensured the awareness of its standards for risk taking while conducting business. The aim of this policy is not to eliminate risk. It is to assist personnel to manage the risks involved in all activities to maximize opportunities and minimize adverse consequences. • Policy on Protection of Women against Sexual Harassment at Workplace To comply with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereto, the Company has adopted a “Policy on protection of women against sexual harassment at work place”. The policy is framed and adopted with a view to creating and maintaining a secure work environment where Company’s Employees, Agents, Vendors and Partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation caused by acts of Sexual Harassment within but not limited to the office premises and other locations directly related to the Company’s business. • Code of Conduct Gokul Agro Resources Limited - GARL’s business practices are governed by integrity, honesty, fair dealing and full compliance with all applicable laws. GARL employees uphold and live this commitment in their day to day responsibilities. GARL’s reputation remains one of the Company’s most important assets today. The GARL Corporate Business Principles prescribe certain values and principles which the Company has committed to follow. This Code of Business Conduct specifies and helps the continued implementation of the Corporate Business Principles by establishing certain non-negotiable minimum standards of behavior in key areas. The nature of this Code is not meant to cover all possible situations that may occur. It is designed to provide a frame of reference against which to measure any activities. Employees should seek guidance when they are in doubt about the proper course of action in a given situation, as it is the ultimate responsibility of each employee to “do the right thing”. 11. DIRECTORS’ RESPONSIBILITY STATEMENT: As per the provisions Section 134 (3)(c) of Companies Act, 2013, the Directors hereby state and confirm that: i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. The 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 and loss of the Company for the said period; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the Annual Accounts on a going concern basis. v. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. DIRECTORS: The First Directors of the Company are – Mr. Kanubhai J. Thakkar (DIN-00315616), Mr. Jayeshkumar K. Thakkar (DIN-03050068) and Mr. Hiteshkumar T. Thakkar (DIN- 01813667). Mr. Dipakkumar K. Thakkar (DIN-07071694) was appointed as an Additional Director after incorporation of the Company. However, the Board was reconstituted w.e.f. April 20, 2015; wherein Mr. Jayeshkumar K. Thakkar, Mr. Hiteshkumar T. Thakkar and Mr. Dipakkumar K. Thakkar ceased to be the Directors whereas Mr. Balvantsinh C. Rajput (DIN-00315565), Mr. Bipinkumar J. Thakkar (DIN-06782371), Mr. Piyushchandra R. Vyas (DIN-01260934), Dr. Dipooba H. Devada (DIN-01849583) and Mr. Karansinhji D. Mahida (DIN-02237323) were appointed as Additional Directors of the Company. 13. MEETINGS OF BOARD OF DIRECTORS: The Board met 11 times in the Financial Year 2014-15 on – 07.07.2014, 23.07.2014, 31.07.2014, 01.08.2014, 01.09.2014, 17.09.2014, 05.11.2014, 13.11.2014, 02.02.2015, 20.02.2015, 26.02.2015 15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Our Company has not advanced any loans, guarantees and investments covered under Section 186 of the Companies Act, 2013. 16. RISK MANAGEMENT: The Company has formulated the Risk Management Policy which indicates Company’s standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. The Risk Management Group will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the firm. 17. CORPORATE GOVERNANCE: The Company is committed to the adoption of best Corporate Governance practice and the management is of the view that a good Corporate Governance policy is one which results in the control of the Company in a regular manner, which makes management transparent, ethical, accountable and fair resulting in enhanced shareholder value. The management is pleased to provide detailed disclosures of specific matters forming part of guidelines for Corporate Governance. 18. PARTICULARS OF EMPLOYEES: There is no employee employed throughout the Financial Year and in receipt of remuneration of Rs. 60 lacs or more, or employed for the part of the year and in receipt of Rs. 5 lacs or more a month. Hence, no disclosure is required pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 19. EXTRACTS OF ANNUAL RETURN: As required under the provisions of 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 Annual Return in form no. MGT 9 forms part of this report as Annexure - 1. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO A. Conservation of Energy: Amount Rs. : N.A. Electricity Units Consumed : N.A. Rate per unit Rs. : N.A. B. Technology Absorption: No technology absorption was envisaged by the Company during the year. C. Foreign Exchange Earnings and Outgo: Total Foreign Exchange Outgo : Singapore $ 4422/- Total Foreign Exchange Earned : N.A 21. ACKNOWLEDGEMENTS: The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Bankers, Government and Semi-Government Authorities and all other well wishers for their support and contribution towards the growth of the Company. For and on behalf of the Board, Sd/- Kanubhai J. Thakkar Managing Director DIN-00315616 Date : 12.08.2015 Place : Ahmedabad |