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Gujarat Bitumen Directors Report, Gujarat Bitumen Reports by Directors
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Gujarat Bitumen

BSE: 539009|ISIN: INE003Q01012|SECTOR: Infrastructure - General
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Directors Report Year End : Mar '17    Mar 15

To,

The Members

Gujarat Bitumen Limited

Ahmedabad,

The Directors have great pleasure in presenting the Annual Report on business and operation of the Company together with the Audited Accounts for the financial year ended on 31 March, 2017.

FINANCIAL RESULTS

Particulars

2016-17

2015-16

Revenue from Operations

15,533,578

52,250

Other Income

20,84,766

16,00,992

Profit before Depreciation and Taxation

1,76,18,344

16,53,242

Depreciation

50,573

7,233

Provision for Taxation : (i) Current Income Tax

5,25,000

1,75,000

(ii) Deferred Tax

--

Profit after Income Tax

10,76,512

4,03,549

OPERATIONS:

During the year under review, the Company’s total income was Rs.176.18/- Lac as against the previous year income of Rs.16.53/-lacs. The Company has made net profit of Rs.10.76/-Lacs as against the previous net profit of Rs. 4.03/- lacs.

SHARE CAPITAL & RESERVES Authorized & Paid up capital

The authorized and paid up equity share capital of the Company as on March 31, 2017 was Rs. 500.0 Lacs. During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

Reserves

The total Reserves position as on 31.3.2017 stood at Rs.14.84/- lacs against Rs. 4.07/- lacs in the previous year.

DIVIDEND:

Your Directors has not recommend any dividend during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption NIL

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL

Total Foreign Exchange Earned : NIL

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015, with the Stock Exchange in India is presented in a separate section forming part of the Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company''s operation in future.

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

During the year under review, there was no holding / Subsidiary Company / Joint Ventures / Associate Companies.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 ( 2 ) of Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in form MGT 9 for the Financial Year ended on 31st March, 2017 is annexed to this Report.

RELATED PARTY TRANSACTIONS:

During the year, there were no related party transaction. Therefore requisite details in form AOC - 2, is not required to be provided herewith.

CODE OF CONDUCT:

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

As required under the section 203 of the Companies Act, 2013, the Company has appointed Mr. Mayank Agarwal, Managing Director, Mr. Vinay Jain, Company Secretary were the key Managerial Personnel of the Company year ended on 31 March, 2017.

In terms of provision of Section 152 (6) of the Companies Act, 2013, at the Annual General Meeting of the Company will be held on 7 July, 2017, Mr. Parimal Suryakant Patwa (DIN : 00093852), retires by rotation and being eligible offers themselves for reappointment.

During the year under review Mr. Mayank Agarwal were appointed as Managing Director of the Company with effect from 18 March, 2017 and Mr. Vinay Jain were appointed as Company Secretary with effect from 10th March, 2017.

Further Mr. Dhiral Dave was appointed as Additional Director of the Company with effect from 8th May, 2017 under section 161(1) of the Companies Act, 2013. They will hold the office of Director upto the date of forthcoming Annual General Meeting and to regularized him as Independent Director of the Company.

Further Mr. Vinay Kumar Navlakha has resigned w.e.f 13th October, 2016. Mr. Mohan Punjabi and Mr. Nirmal Kumar Ramnath has tendered the resignation from the Board of Directors of the Company w.e.f 8th May, 2017.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under the section 149(6) of the Companies Act, 2013.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company is not paying any Remuneration to Managing Director or any of the executive directors. Thus, the requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Regulation of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 is not required to be provided. However, the Company affirm that as and when the Remuneration will be payable to any of the Director, the same would be as per Remuneration Policy.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

AUDITORS AND AUDITORS REPORT:

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that pursuant to the provisions of Sections 139 to 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the underlying rules, M/s. Loonia & Associates, Chartered Accountants, Ahmedabad [FRN.: 130883W], be reappointed as statutory auditor the Company, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting (AGM) of the Company, subject to ratification by Members every year on a remuneration (including terms of payment) to be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. M/s. Loonia & Associates,

Chartered Accountants, Ahmedabad have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in section 141 of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditor’s Report are Self-explanatory and do not call for any further comments. There is no qualification, reservation or adverse remarks made in the statutory auditors report.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2017 given by Ms. Pooja Gwalani, Practising Company Secretary is attached herewith which forms part of the Directors Report.

The comments and explanation are as under :

A. During the year under reviewed, the Company has not appointed internal auditors as per the provision of the Companies Act, 2013;

The Company is in process of appointment of internal auditor.

B. The Company has closed its register of members and given advertisement but copy of the same was not available with the Company for my verification.

Due to shifting of registered office documents have been misplaced therefore we were not able to produce the proof before secretarial auditor.

C. As per explanation given by the management of the Company, the Company had sent Annual General Meeting Notice to the Members of the Company but the Company has not served me proof for sending said Notice to Member.

Due to shifting of registered office documents have been misplaced therefore we were not able to produce the proof before secretarial auditor.

D. As per information provided by the Company that the Company published advertisement for the quarter result and/or financial result as per the Regulation 47 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but same is not available for my assessment.

Due to shifting of registered office documents have been misplaced therefore we were not able to produce the proof before secretarial auditor.

E. During the year under review the Company has not filed certain forms with Registrar of Companies.

Company has noted the observation and company will look into the matter.

RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity.

VIGIL MECHANISM /WHISTLE-BLOWER POLICY

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.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134(3) (c) of the Act, your Directors report 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 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) 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.

(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 such internal financial controls are adequate and are operating effectively.

FINANCE:

During the year, the Company had not availed any Term Loans and any other borrowings. LISTING:

The Equity shares of the Company are listed on Bombay Stock Exchange Limited (Scrip Code 539009). The Company is regular in payment of listing fees. The Company has paid the listing fees for the Financial Year 2017-18.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014 : Change in Nature of Company Business:

During the year under review the Company has changed its business activities from construction and trading of Bitumen to wholesale of textile products.

Deposit:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

Internal Financial Controls:

The Company has adequate internal financial controls to support the preparation of the financial statements.

BOARD MEETING

During the year under review, the Board of Directors duly met 6(six) times.

Details of Board Meetings for the year under review are tabulated hereunder:

Sr. No.

Date of Board Meetings

Mohan Punjabi *

Parimal Patwa

Naresh Chiplunkar

Anjali Mehra

Mayank Agarwal*

Nirmalkumar Ramnath*

1.

30/05/2016

V

V

V

V

---

V

2.

13/08/2016

V

V

V

V

---

V

3.

14/11/2016

V

V

V

V

V

4.

14/02/2017

V

V

V

V

---

V

5.

10/03/2017

V

V

V

V

---

V

6.

15/03/2017

V

V

V

V

---

V

7.

18/03/2017

V

--

V

--

V

V

Mr. Mohan Punjabi and Mr. Nirmal kumar Ramnath has resigned from the Board with effect from 8th May, 2017.

DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE003Q01012. As on 31 March, 2017 total 47,00,000 equity shares of the Company have been dematerialized. Members of the Company are requested to dematerialize their shares.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose).

REGISTERED OFFICE OF THE COMPANY:

During the year under review the Company Registered office is shifted from “501, Akruti Complex, Nr. Stadium Circle, Navrangpura, Ahmedabad-38009 to “F-901, Titanium City Centre, Nr. Sachin Tower, 100 Ft Road, Satellite, Ahmedabad-380015.

CHANGE IN NAME OF THE COMPANY

Company has taken the In principle approval from BSE for name change and approval from the ROC for reservation of name from “Gujarat Bitumen Limited to “ GBL Industries Limited.”

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

APPRECIATION:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

For and on Behalf of Board of Directors of

Gujarat Bitumen Limited

Place: Ahmedabad

Date: 10.06.2017 Mayank Agarwal

Managing Director

(DIN: 07179292)

Source : Dion Global Solutions Limited
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