Dear Members,
Your Directors? hereby present the 35th Annual Report
on the business and operations of the Company, together with the Audited Statements of
Accounts and the Auditors? Report for the year ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
Particulars |
Financial Year |
Financial Year |
|
2022-23 |
2021-22 |
Revenue from Operations |
10,347.80 |
4,284.74 |
Other Income |
2,970.54 |
10,269.41 |
Total Revenue |
13,318.34 |
14,554.15 |
Purchase of Stock-in-Trade |
10,311.61 |
181.70 |
Change in Inventories of finished goods, stock-in |
- |
4,090.16 |
trade and work in progress |
|
|
Employee Benefit Expenses |
1,123.35 |
1,200.56 |
Finance Cost |
8.32 |
4.69 |
Depreciation and Amortization Expenses |
- |
- |
Other Expenses |
3,332.89 |
3,890.35 |
Total Expenses |
14,776.17 |
9,367.46 |
Profit/ (loss) before tax |
(-)1,457.84 |
5,186.69 |
Tax Expenses |
- |
12.69 |
Profit for the year |
(-)1,457.84 |
5,174.00 |
Other Comprehensive Income |
- |
- |
Total Comprehensive Income |
(-)1,457.84 |
5,174.00 |
2. DIVIDEND AND GENERAL RESERVE:
The Board of Directors of the Company have not recommended any dividend
on Equity Shares for the year under review.
3. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY?S AFFAIRS:
During the year under review, you Company achieved a turnover of INR
10,347.80 (in Thousands) as against the Turnover of INR 4,284.74 (in Thousands) in the
Previous Year.
Your Company has incurred a loss of INR 1,457.84 (in Thousands) as
against the profit of INR 5,174.00 (in Thousands) in the previous year.
4. CHANGE IN THE NATURE OF BUSINESS:
There were no changes in the nature of business of the Company during
the financial year.
5. SHARE CAPITAL
The Authorized Share Capital of the Company is INR 1,60,000.00 (in
Thousands) divided into 1,60,00,000 Equity Shares of INR 10 each. On March 31, 2023, the
paid-up equity share capital stood at INR 52,695.09 (in Thousands) divided into 52,69,509
equity shares of INR 10 each. During the year under review, there was no change in the
Company?s issued, subscribed and paid-up equity share capital.
6. AMOUNT TRANSFERRED TO RESERVES
The Board of Directors of the Company have not transferred any amount
to the Reserves for the year under review.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company was duly constituted in accordance with the
provisions of the Companies Act, 2013. As of the date of the report, your company has the
following Directors on its Board:
Name of Director |
Designation |
DIN/PAN |
Date of Appointment |
Date of Appointment at current
designation |
Date of Resignation |
1 Mr. Pradeep |
Independent |
03076604 |
18/07/2017 |
16/07/2022 |
- |
Kumar Jain |
Director |
|
|
|
|
2 Mr. Anand |
Executive |
02469989 |
29/10/2013 |
23/12/2013 |
- |
Bharti |
Director |
|
|
|
|
3 Ms. Utpal |
Non-Executive |
00421262 |
16/07/2022 |
16/07/2022 |
- |
Agarwal |
Non-Independent |
|
|
|
|
|
Director |
|
|
|
|
4 Mr. Ashutosh |
Non-Executive |
00421089 |
21/04/2022 |
16/07/2022 |
- |
Agrawal |
Non-Independent |
|
|
|
|
|
Director |
|
|
|
|
5 Ms. Prashuka |
Independent |
06412915 |
21/06/2022 |
16/07/2022 |
- |
Jain |
Director |
|
|
|
|
6 Ms. Shilpa |
Independent |
07604205 |
24/10/2017 |
30/11/2017 |
16/07/2022 |
Agarwal |
Director |
|
|
|
|
7 Ms. Smita |
Company |
AOTPC6427N |
25/08/2022 |
25/08/2022 |
- |
Chaturvedi |
Secretary cum |
|
|
|
|
8 Ms. Hera |
Compliance |
EVVPS0418G |
07/05/2020 |
07/05/2020 |
24/08/2022 |
Siddiqui |
Officer |
|
|
|
|
During the year under review following changes took place in the Board
of Directors and Key Managerial Persons:
Mr. Ashutosh Agrawal has appointed as Additional Non-Executive
Non-Independent Director of the Company w.e.f. 21st April, 2022 and appointed
as Non-Executive Non-Independent Director w.e.f. 16th July, 2022.
Ms. Prashuka Jain has appointed as Additional Independent Director
of the Company w.e.f. 21st June, 2022 and appointed as Independent Director
w.e.f. 16th July, 2022.
Mr. Pradeep Kumar Jain has re-appointed as Independent Director of
the Company for the second and final term of 5 consecutive years w.e.f. 16th
July, 2022.
Ms. Utpal Agrawal has appointed as Non-Executive Non-Independent
Director of the Company w.e.f. 16th July, 2022.
Ms. Shilpa Agarwal has resigned from the post of Independent
Director of the Company w.e.f. 16th July, 2022.
Mr. Anand Bharti has re-appointed as Whole Time Director of the
Company for a period of one year i.e. from 01st April, 2023 till 31st
March, 2024 vide special resolution passed in Annual General Meeting held on 16th
July, 2022.
Ms. Hera Siddiqui has resigned from the post of Company Secretary
cum Compliance Officer of the Company w.e.f. 24th August, 2022.
Ms. Shweta Chaturvedi has appointed as Company Secretary cum
Compliance Officer of the Company w.e.f. 25th August, 2022.
8. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to
Meetings of the Board of Directors? and General
Meetings?, respectively, have been duly complied with by the Company.
9. DIRECTORS? RESPONSIBILITY STATEMENT:
As required under Section 134(5) of the Companies Act, 2013, the
Directors hereby confirm that:
(i) in the preparation of the annual accounts for the year ended 31st
March, 2023, the applicable accounting standards have been followed and there are no
material departures from the same;
(ii) such accounting policies have been selected 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 31st
March, 2023 and of the profit or loss of the Company for that period;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern
basis.
(v) the Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(vi) 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.
10.AUDITORS & AUDITORS? REPORT
Statutory auditors:
The Company has appointed M/s. S V P & Associates, Chartered
Accountants as Statutory Auditors of the Company, for the period of 5 consecutive years
from the conclusion of the 34th Annual General Meeting till the conclusion of
39th Annual General Meeting.
Auditors? Qualifications and Management?s Reply:
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, adverse remark or disclaimer.
Cost auditor:
As the production of the Company is closed since July, 2013, the
Company has not appointed the Cost Auditor for year 2022-2023.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors appointed M/s. Vikas Verma & Associates, Company Secretaries,
having its registered office at B-502, Statesman House, 148, Barakhamba Road, New Delhi
110001 as Secretarial Auditor for the year 2022-2023. The Report of the Secretarial Audit
is annexed herewith as Annexure-I. The said Secretarial Audit Report does not
contain any qualification, reservations, adverse remarks and disclaimer.
Internal Auditor:
Pursuant to the provision of Section 134 of companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CA. Sumit
Kumar was appointed as Internal Auditor of the Company.
11. LISTING OF SECURITIES
The Company is listed on the BSE Limited and is regular in paying the
annual listing fee to the stock exchange.
12. MEETINGS OF THE BOARD AND OTHER COMMITTEES:
Meeting of the Board
During the year, the Board of Directors met 6 (Six) times during the
financial year 2022-23, the details of which are given in the Corporate Governance Report
that forms part of this Annual Report. The maximum interval between any two meetings did
not exceed 120 days.
Other Committee
The following Committees constituted by the Board function according to
their respective roles and defined scope:
Audit Committee
Nomination & Remuneration Committee
Stakeholders Relationship Committee.
Details of composition, terms of reference and number of meetings held
for respective committees are given in the Report on Corporate Governance, which forms a
part of this Annual Report. During the year under review, all recommendations made by the
various committees have been accepted by the Board.
13.DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from independent directors of the
Company confirming that they meet the criteria of independence as prescribed both under
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
14.POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate combination of executive
and independent directors to maintain the independence of the Board. As on 31st
March 2023, the Board consisted of 5 (five) members, 1 (one) of whom was Whole Time
Director, 2 (two) were Independent Directors and 2 (two) were Non-Executive
Non-Independent Directors. The Board annually evaluates the need for change in its
composition and size. The policy of the Company on directors' appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section 178(3) of the
Companies Act, 2013, adopted by the Board. The remuneration paid to the directors is as
per the terms laid out in the Nomination and Remuneration policy of the Company.
22 | P a g e
15.BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, Independent Directors at their meeting held on 20th March,
2023 without the participation of the Non-independent Directors and Management,
considered/evaluated the Boards? performance, Performance of the Chairman and other
Non-independent Directors. SEBI (LODR) Regulations, 2015 mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act, 2013 states that a
formal annual evaluation needs to be made by the Board of its own performance and that of
its committees and individual directors. The Schedule IV of the Companies Act, 2013 states
that the performance evaluation of independent directors shall be done by the Board of
Directors, excluding the director being evaluated. The evaluation of all the directors and
the Board as a whole was conducted based on the criteria and framework adopted by the
Board.
16.RISK MANAGEMENT
The Board takes responsibility for the overall process of risk
management throughout the organization. Through an Enterprise Risk Management programme,
our business units and corporate functions address risks through an institutionalized
approach aligned to our objectives. This is facilitated by corporate finance. The Business
risk is managed through cross-functional involvement and communication across businesses.
The results of the risk assessment are presented to the senior management.
17.PUBLIC DEPOSITS
The Company has not accepted deposits from public as envisaged under
Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014 during the year under review.
18.CORPORATE GOVERNANCE
Report on Corporate Governance, Pursuant to Regulation 34 read with
Schedule-V of SEBI (LODR) Regulations, 2015, and Certificate on Compliance of Corporate
Governance form part of this Report.
19.BUSINESS RESPONSIBILITY REPORT (BRR)
Securities Exchange Board of India (SEBI) vide circular
CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the
Annual Report for the top 100 listed entities. In view of the requirements specified, the
Company is not mandated for the providing the BRR and hence do not form part of this
Report.
20.MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under
Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations, 2015 is presented in
a separate section in this Annual Report.
21.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
(A) Conservation of energy: N.A.
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the Company for utilising alternate sources of
energy; (iii) the capital investment on energy conservation equipments;
(B) Technology absorption: N.A.
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution; (iii) in case of imported technology (imported
during the last three years reckoned from the beginning of the financial year:- (a) the
details of technology imported; (b) the year of import; (c) whether the technology been
fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof; and (iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Company had no foreign exchange earnings and outgo during the
financial year
22.WHOLE TIME DIRECTOR & CFO AND FINANCE MANAGER CERTIFICATION
As required under Regulation 17(8) of the SEBI (LODR) Regulations,
2015, the Whole Time Director & CFO and Finance Manager?s Certification is at Annexure-II.
23.MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
During the Financial Year 2022-23, there have been no material changes
and commitments affecting the financial position of the Company.
24.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate
Company. Hence, provisions of section 129(3) of the Companies Act, 2013 relating to
preparation of consolidated financial statements are not applicable.
25.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid in previous years.
26.STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS
According to Section 134(5) of the Companies Act, 2013, the term
"Internal Financial Control (IFC)" means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its business, including
adherence to the Company?s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial information. The Company has adequate internal
control procedures commensurate with the size, scale and complexity of its operations.
27.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
The details of Loans and Investments and guarantees covered under the
provisions of Section 186 of the Act are given in the Notes to the Financial Statements
forming part of Annual Report.
28.CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
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
or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read
with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the
same is attached to this report as
Annexure III.
All the contracts/arrangements/transactions entered by the Company
during the financial year with related parties were in its ordinary course of business and
on an arm?s length basis. Your Directors? draw attention of the Members to Note
3.20 of Notes on Accounts to the financial statement which sets out related party
disclosures.
There were no transactions of material nature with Directors/ Promoters
or any related entity, which will have any potential conflict with the interests of the
Company at large.
29.ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available
on Company?s website www.gael.co.in.
30.PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished
below:
Name of the Director / Employee |
Anand Bharti |
Designation |
Whole Time Director & CFO |
Remuneration received |
4,80,000/- P.A. |
Nature of employment, whether contractual or otherwise |
Permanent |
Qualifications and experience of the employee |
Graduate |
Date of commencement of employment |
14/11/2013 |
The age of such employee |
64 years |
The last employment held by such employee before joining |
NA |
the Company |
|
The percentage of equity shares held by the employee in the |
NIL |
Company |
|
Whether any such employee is a relative of any director |
No |
Notes:
1. There were no confirmed employees on the rolls of the Company as on
31st March 2023.
2. Median remuneration of employees of the Company during the financial
year 2022-2023 was NIL.
31.THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
"The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013" has been notified on 9th December, 2013. Under the said Act every company
is required to set up an Internal Complaints Committee to look into complaints relating to
sexual harassment at work place of any women employee.
During the year under review, there was no employee on the payroll of
the Company, as the production of the Company is discontinued with effect from July, 2013.
Therefore, the reporting requirements under the Sexual Harassment of Women at The
Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable.
32.FAMILIARISATION PROGRAMMES
The Company familiarises its Independent Directors on their appointment
as such on the Board with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, etc. through
familiarisation programme. The Company also conducts orientation programme upon induction
of new Directors, as well as other initiatives to update the Directors on a continuing
basis. The familiarisation programme for Independent Directors is disclosed on the
Company?s website www.gael.co.in.
33.CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every
employee, including Board Members and Senior Management Personnel of the Company. The Code
is intended to serve as a basis for ethical decision-making in conduct of professional
work. The Code of Conduct enjoins that each individual in the organization must know and
respect existing laws, accept and provide appropriate professional views, and be upright
in his conduct and observe corporate discipline. The duties of Directors including duties
as an Independent Director as laid down in the Companies Act, 2013 also forms part of the
Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with
the Code of Conduct annually.
34.CORPORATE SOCIAL RESPONSIBILITY [CSR]:
The Company has not developed and implemented any Corporate Social
Responsibility as prescribed under provisions of Section 135(1) of the Companies Act, 2013
read with Companies (Corporate Social Responsibility Policy), 2014 as the same are not
applicable on the Company.
35.SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:
There are no significant and material order passed by the regulators or
Courts or Tribunal?s impacting the going concern status of our Company and its
operation in future.
36.VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behavior.
Pursuant to Section 177(9) of the Act, a vigil mechanism was
established for directors and employees to report to the management instances of unethical
behavior, actual or suspected, fraud or violation of the Company?s code of conduct or
ethics policy. The vigil mechanism provides a mechanism for employees of the Company to
approach the Chairperson of the Audit Committee of the Company for redressal. No person
has been denied access to the Chairperson of the Audit Committee. The policy of vigil
mechanism is available on the Company?s website www.gael.co.in.
37. STATEMENT ON OTHER COMPLIANCES
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:
a. Details relating to deposits covered under Chapter V of the Act. b.
Issue of equity shares with differential voting rights as to dividend, voting or
otherwise; c. Issue of shares (including sweat equity shares and employees? stock
options schemes) to employees of the Company. d. Neither the Managing Director nor any of
the Whole-time Directors of the Company receive any remuneration or commission from any of
its subsidiaries; e. Fraud reported by the Auditors to the Audit Committee or the Board of
Directors of the
Company; f. Scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees; g. Payment of
remuneration or commission from any of its holding or subsidiary companies to the Managing
Director of the Company; h. Issue of debentures/bonds/warrants/any other convertible
securities. i. Details of any application filed for Corporate Insolvency under Corporate
Insolvency
Resolution Process under the Insolvency and Bankruptcy Code, 2016. j.
Instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS
The Directors would like to thank the shareholders, employees,
customers, dealers, suppliers, bankers, governments and all other business associates for
their continuous support to the Company and their confidence in its management.
|
For and on behalf of the Board of
Directors |
|
|
Golkonda Aluminium Extrusions Limited |
|
Place: New Delhi |
Anand Bharti |
Pradeep Kumar Jain |
Date: 11th August, 2023 |
Whole Time Director and CFO |
Chairman and Director |
|
DIN: 02469989 |
DIN: 03076604 |
|