GBL INDUSTRIES UMITED (Formerly Known As GUJARAT BITUMEN LIMITED) CIN: L24117G}1985PLC007985 Date: 17.10.2018 To, Corporate Service Department BSE Limited , Phiroze leejeebhoy T~wer:~, Dalal Street, Kala Godha ron, Mumbai- 400 001 Script Code: 539009 Dear Sir/Madam, Sub: Submission of 32nd Annual Report for Financial Year 2017-18 in pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. With reference to above subject and pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, we are submitting herewith Annual Report of the-Company for the financial year 2017-18 duly approved and adopted by the members at the 3rd Annual General Meeting of the Company held on 29th September 2018 at Registered office at Ahmedabad. Please take the same in your records and do the needful. Thanking You. For, GBL INDUSTRIES LIMITED o ,~ KIRAN PRAJAPATI COMPANY SECRETARY End: As/ A , I ~d. 011.: 1.901, 7Ita#f/l411f ally aO#ftllJ, Nt. SalAI#f 7OWOt, 100 It Road, SatoUlto, AAllfodaGad - 380016, (jl4latat it-Mall: '1uJ",,,tlJltlfllfilH@liJllfall.eollf Wil6sltil: www.liJuJ ••••• Mltl4l1ftlH.eoIlf1t1e.No.: 91·19·1t893 0888
Transcript
GBL INDUSTRIES UMITED (Formerly Known As GUJARAT BITUMEN LIMITED)
CIN: L24117G}1985PLC007985
Date: 17.10.2018
To,
Corporate Service Department
BSE Limited , Phiroze leejeebhoy T~wer:~,
Dalal Street, Kala Godha ron, Mumbai- 400 001
Script Code: 539009
Dear Sir/Madam,
Sub: Submission of 32nd Annual Report for Financial Year 2017-18 in pursuant to
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
With reference to above subject and pursuant to Regulation 34(1) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, we are submitting herewith
Annual Report of the-Company for the financial year 2017-18 duly approved and adopted
by the members at the 3rd Annual General Meeting of the Company held on 29th
September 2018 at Registered office at Ahmedabad.
Please take the same in your records and do the needful.
Mr. Shailesh Harivadan Prajapati Managing Director Mr. Piyushkumar Jayantilal Shah Independent Director Mrs. Shilpaben Kamleshbhai Solanki Independent Director
Mr. Dhiral Ravinderbhai Dave Independent Director
Corporate Identity No.(CIN) L24117GJ1985PLC007985
Bankers Bandhan Bank
Shyamal Cross Road,
Ahmedabad
Allahabad Bank
Ranna Park, Ghatlodia,
Ahmedabad- 380061
Chief Financial Officer(CFO) Mr. Shailesh H. Prajapati
Company Secretary & Compliance Officer Ms. Kiran N. Prajapati
Registered Office F-901,Titanium City Centre,
Nr. Sachin Tower,
Satellite, Ahmedabad-380015
Contact Number 079-48930888
Statutory Auditors LOONIA & ASSOCIATES
Chartered Accountants,
218, Ground Floor,
New Cloth Market
O/S Raipur Gate
Ahmedabad-380002
Link InTime Pvt limited
Registrar & Share Transfer Agent 506 to 508, 5th Floor, Amarnath Business Centre 1, H L College Road,Navrangpura,
Near St Xaviers College Corner, Ahmedabad - 380009,
5. Annexure- III-Management Discussion and Analysis Report
37 to 39
6. Annexure- IV- MR-3 ( Secretarial Audit
Report)
40 to 42
7. Standalone Financial Statements 43 to 62
8. Consolidated Financial Statements 63 to 80
9. Proxy & Attendance Forms ___
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NOTICE OF THIRTY SECOND (32ND) ANNUAL GENERAL MEETING
Notice is hereby given that the Thirty Second (32nd) Annual General Meeting of the Members of GBL INDUSTRIES LIMITED will be held on Saturday 29th September, 2018 at 12:00 Noon at the Registered Office of the Company at F- 901, Titanium City Centre, Near Sachin Tower, 100ft Road, Satellite, Ahmedabad-380015 to transact the following businesses:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2018 and the Reports of the Board of Directors and Statutory Auditors thereon.
2. To Appoint a director in place of Mr. Shailesh Prajapati (DIN: 07196792) who retires by the rotation at the Annual General Meeting and being eligible, offers himself for the re-appointment.
SPECIAL BUSINESSES: 3. RECLASSIFICATION OF PROMOTER/PROMOTER GROUP OF THE COMPANY :
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to regulation 31A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable provision, the
approval of members of the Company be and is hereby accorded to reclassify following
“promoters / promoters group” category holding Nil % of paid up capital to the
“Public“Category by the Company w.e.f the date of the special resolution and the
same shall be communicated to the Bombay Stock Exchange Limited (BSE) for their
approval.”
NAME OF SHAREHOLDERS 1. Mohan Punjabi 2. Parimal Suryakant Patwa 3. Jyoti Dhirajlal Shah 4. Kirit Suryakant Patwa 5. Usha Dhirajlal Shah 6. Nimit Jayendra Shah 7. Mita Kiran Patwa 8. Reshma Gautam Shah 9. Rajvi Jayendra Shah 10. Prakash Kantilal Shah 11. Rekha Parimal Patwa 12. Amita Kirit Patwa “RESOLVED FURTHER THAT any of the Director and/or Company Secretary of the Company be and is hereby authorized to file the necessary applications to BSE and to do
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all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this resolution and thereby execute all such documents, instruments, papers and writings etc., on behalf of the Company, as may be required from time to time for the aforesaid matter.”
4. APPOINTMENT OF MRS. SHILPA KAMLESHBHAI SOLANKI AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of section 149, 152 and read with Schedule IV and all other applicable provisions of the Companies Act, 2013, if any, and read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mrs. Shilpa Kamleshbhai Solanki (DIN: 07218878) who was appointed as an Additional Independent Director by the Board of Directors at their meeting with effect from 20thNovember, 2017 pursuant to provision of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, who has submitted a declaration that she meets the criteria for independence as provided in section 149(6) of the Act and being eligible for appointment, the Company has received a notice in writing under Section 160 of the Companies Act, 2013 by Mrs. Shilpa Kamleshbhai Solanki proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 consecutive years for a term from 20th November, 2017 to 19th November, 2022 and she shall not liable to retire by rotation.” “RESOLVED FURTHER THAT any of the Directors and Company Secretary of the Company be and are hereby authorized Jointly/Severally as to do all such acts, deeds and things incidental thereto to give effect to the aforesaid resolution.”
5. APPOINTMENT OF MR. PIYUSH JAYANTILAL SHAH AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of section 149, 152 and read with Schedule IV and all other applicable provisions of the Companies Act, 2013, if any, and read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Piyush Jayantilal Shah (DIN: 07201030) who was appointed as an Additional Independent Director by the Board of Directors at their meeting with effect from 31st July, 2018 pursuant to provision of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and being eligible for appointment, the Company has received a notice in writing under Section 160 of the Companies Act, 2013 by Mr. Piyush Jayantilal Shah proposing his candidature for the
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office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 consecutive years for a term from 31st July, 2018 to 30th July, 2023 and he shall not liable to retire by rotation.”
“RESOLVED FURTHER THAT any of the Directors and Company Secretary of the Company be and are hereby authorized Jointly/Severally as to do all such acts, deeds and things incidental thereto to give effect to the aforesaid resolution.”
6. APPOINTMENT OF MR. SHAILESH HARIVADAN PRAJAPATI AS A MANAGING DIRECTOR OF THE COMPANY : To consider and, if thought fit to pass the following as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of the Section 196, 197, 198 and 203 read with Schedule V and any other applicable provisions of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company if applicable and all applicable guidelines issued by the Central Government from time to time and subject to such other approvals, as may be necessary, approval of members be and is hereby accorded to the appointment of Mr. Shailesh Harivadan Prajapati (DIN: 07196792) as a Managing Director of the company for period of Five years with liberty to the Board of Director referred to as “Board” to alter and vary the terms and conditions of the said appointment as it may deem fit and acceptable to Mr. Shailesh Harivadan Prajapati, subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactments thereof.”
RESOLVED FURTHER THAT the Board of Directors of the Company or any committee thereof be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the government departments, as may be required in this regard.”
Place: Ahmedabad For and On Behalf of Board of Directors of Date: 01.09.2018 GBL INDUSTRIES LIMITED Sd/- Kiran Prajapati Company Secretary
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NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. Pursuant to provision of Section 105 of Companies Act, 2013 a person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. The instrument of Proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the Meeting.
2. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company a certified copy of the relevant Board Resolution together with the specimen signatures of their authorized representatives to attend and vote on their behalf at the Meeting.
3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to Special Business setting out material facts is annexed hereto.
4. Information as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to Brief resume of Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold Directorships and the Memberships of Board Committees, shareholding and relationships between directors inter-se as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Annexure to the explanatory statement attached to this Notice.
5. Shareholders may be aware that the Companies Act, 2013, permits service of the Notice of the Annual General Meeting through electronic mode. Further, in line with circular issued by the Securities and Exchange Board of India (SEBI) and consequent changes in the Rule 11 of the Companies (Accounts) Rules, 2014 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, companies can send Annual Report in electronic mode to Members who have registered their e-mail addresses for the purpose. In view of the above, the Company would communicate the important and relevant information, events and send the documents including the intimations, notices, annual reports, financial statements etc. in electronic form, to the email address of the respective Member. To support green initiative of the Government in full measure, Members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses in the following manner: The shareholders who are holding shares in demat form and have not yet registered their e-mail IDs with their Depository Participant are requested to register their e-mail address at the earliest. Electronic copy of the Annual Report including Notice of the 32nd Annual General Meeting of the Company inter-alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being
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sent to all the members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes. However, those members who desire to have a physical copy may request for the same to Company or RTA. For members who have not registered their email IDs, physical copies of the Annual Report are being sent in the permitted mode. The Annual Report of the Company will also be made available on the Company’s website www.gujaratbitumen.com
6. The Register of Members and Share Transfer Books of the Company will remain closed from 22nd September, 2018 to 29th September, 2018 (both days inclusive) for the purpose of Annual General Meeting.
7. The Company or its Registrars and Transfer Agents, Link Intime India Private Limited cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participants.
8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts.
9. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company/Registrar of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.
10. MEMBERS HOLDING EQUITY SHARES IN ELECTRONIC FORM, AND PROXIES THEREOF, ARE REQUESTED TO BRING THEIR DP ID AND CLIENT ID FOR IDENTIFICATION. Members are requested to bring their Attendance Slip along with copies of their Annual Report at the meeting.
11. Member / proxy holder shall hand over the attendance slip, duly filled in all respect, at the entrance for attending the Meeting along with a valid identity proof such as the PAN card, passport, AADHAR Card or driving license.
12. With a view to serving the Members better and for administrative convenience, an attempt would be made to consolidate multiple folios. Members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings in one folio.
13. Route-map to the venue of the Meeting is provided at the end of this Notice.
14. During the period beginning 24 hours before the time fixed for the commencement of Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the Company. All documents referred to in the notice and the explanatory statement and other statutory registers shall be available for inspection by the Members at the registered office of the Company during office hours on all working days between
11.00 a.m. and 1.00 p.m., on all days except Saturdays, Sundays and public holidays, from the date hereof up to the date of the Meeting and at the venue of the Meeting for the duration of the Meeting.
15. In case of joint holders attending the meeting, only such joint holder who presides in the order of name will be entitled to vote.
16. Members desirous for any information or queries on accounts / financial statements or relating thereto are requested to send their queries at least seven days in advance to the Company at its registered office address to enable the Company to collect the relevant information and answer them in the Meeting.
17. Voting through Electronic means In compliance with Section 108 and other applicable provisions of the Companies Act, 2013, if any, read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, and SEBI (LODR) Regulations, 2015, the Company is pleased to provide its Shareholders with the facility of “remote e-voting” (e-voting from a place other than venue of the AGM), to enable them to cast their votes at the 32nd Annual General Meeting (AGM) and the business at the 32nd AGM may be transacted through such voting. The Company has entered into an agreement with Central Depository Services (India) Ltd. (CDSL) for facilitating e-voting to enable all its Shareholders to cast their vote electronically. The facility for voting, either through electronic voting system or ballot/polling paper shall also be made available at the venue of the AGM, apart from the remote e-voting facility provided prior to the date of AGM. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again at the AGM. The Company has appointed Ms. Pooja Gwalani, Practicing Company Secretary, as the Scrutinizer for conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner. The Scrutinizer shall make a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, during the remote e-voting and voting at the AGM, not later than three days of conclusion of the meeting, to the Chairman or a person, authorized by him in writing. The Chairman or a person, authorized by him in writing, shall declare the results of the AGM forthwith. The results declared along with the Scrutinizer’s report shall be placed on the Company’s website and on the website of CDSL and shall be communicated to the Stock Exchanges.
18. In accordance with rule 20 of the Companies (Management and Administration) Amendment rules, 2015 the Company has fixed Saturday 22nd September, 2018 as the “cut off date” to determine the eligibility to vote by electronic means or in the general meeting. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting.
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THE INSTRUCTIONS TO SHAREHOLDERS OF THE COMPANY FOR E-VOTING ARE AS FOLLOWS:
(i) The Remote E-voting period begins on Wednesday, 26th September, 2018 at 9.00 a.m. and ends on Friday 28th September, 2018 at 5.00 p.m. During this period the eligible shareholders of the Company, holding shares either in physical form or in Demat form, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The Shareholder should log on to e-voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now enter your User ID
• For CDSL: 16 digits beneficiary ID
• For NSDL: 8 Character DP ID followed by 8 digits Client ID.
• Members holding shares in physical form should enter the folio Number registered with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form.
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the Sequence Number in the PAN field. The Sequence Number is printed on Annual Report.
DOB Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in DD/MM/YYYY format.
Dividend Bank Details Enter the Dividend Bank Details (Account Number) as recorded in your demat account or in the Company records for the said demat account or folio. • Please enter the DOB in order to login. If the details are not recorded with the depository or Company pleas enter the member id / folio number in the Dividend Bank details field as mentioned in instruction 7.
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.
(xi) Click on the EVSN for “GBL Industries Limited” on which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTION FILE LINK” if you wish to view the entire Resolutions details.
(xiv) After selecting the resolutions you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote or cast your vote again.
(xvi) You can also take out the print of the voting done by you by clicking on “Click here to print” option on the Voting page.
(xvii) If Demat account holder has forgotten the password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Members can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xix) Note for Non-Individual Shareholders and Custodians:
• Non-Individual shareholders (i.e. other than Individuals, HUF and NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.
• A Scanned copy of the Registration form bearing the stamp and sign of the entity should be emailed to [email protected].
• After receiving the login details a Compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they vote on.
• The list of accounts should be mailed to [email protected] and on approval of accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xx) Those persons, who have acquired the shares and have become the Members of the Company after the dispatch of Notice of the AGM by the Company and whose name appear in the Register of Members or Register of beneficial holders as on the cut off date 22nd September, 2018 shall view the Notice of the 32nd AGM on the Company’s website or on the Company’s website or on the website of CDSL. Such Members shall exercise their voting rights through remote e-voting by following the procedure as mentioned above or by voting at the AGM.
(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQ”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk [email protected].
Place: Ahmedabad For and On Behalf of Board of Directors of Date: 01.09.2018 GBL INDUSTRIES LIMITED Sd/- Kiran Prajapati Company Secretary
ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 ITEM NO. 3 In the light of Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, persons who are no longer desirous of being classified as Promoters/ Promoter Group of the Company, must submit a request to the Company stating the same, which has to be accepted by the Board of Directors and their request will then be acceded subject to the approval of the shareholders of the Company. The approval of the shareholders shall thereafter be sent to the Stock Exchanges for their clearance in order to reclassify the shareholding pattern of the Company. The Board at their meeting on 1st September, 2018 deliberated on the aforesaid matter and it was therefore noted that reclassifying Promoters and Promoters group” Category do not hold any shares in the Company and do not take part in day to day management of the Company. Therefore considering the aforementioned grounds, the Board has decided to accept the request of the “Promoters and Promoters Group” in order to reclassify from the promoter / promoter group to Public. At present the persons who have applied for the said reclassification hold Nil Shares of the
Company.
The Board of Directors accordingly recommends this special resolution for the approval of the Members. None of the Directors and/or Key Managerial personnel of the Company or their relatives in any way deemed to be concerned or interested in the said resolution. ITEM No. 4 Mrs. Shilpa Kamleshbhai Solanki (DIN: 07218878), 42 years old, is resident of India. She has more than 5 years of experience in the field of administration work. Her knowledge and experience would be in the interest of the Company. Mrs. Shilpa Kamleshbhai Solanki was appointed as an Additional Director of the Company with effect from November 20, 2017 by the Board of Directors. In terms of Section 161(1) of the Companies Act, 2013, Mrs. Shilpa Kamleshbhai Solanki holds office upto the date of this ensuing Annual General Meeting and she is eligible for the appointment as a Non Executive Independent Director not liable to retire by rotation. Mrs. Shilpa Kamleshbhai Solanki has given a declaration to the Board that she meets the criteria of independence as provided under Section 149(6) of the Act. Except Mrs. Shilpa Kamleshbhai Solanki, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.
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This statement may also be regarded as an appropriate disclosure under the Listing Regulations. The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the members. ITEM NO. 5 Mr. Piyush Jayantilal Shah (DIN: 07201030), 53 years old, is resident of India. He has more than 10 years of experience of marketing field. His knowledge and experience would be in the interest of the Company. Mr. Piyush Jayantilal Shah was appointed as an Additional Director of the Company with effect from July 31, 2018 by the Board of Directors. In terms of Section 161(1) of the Companies Act, 2013, Mr. Piyush Jayantilal Shah holds office upto the date of this ensuing Annual General Meeting and he is eligible for the appointment as a Non Executive Independent Director not liable to retire by rotation. Mr. Piyush Jayantilal Shah has given a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act.
Except Mr. Piyush Jayantilal Shah, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.
This statement may also be regarded as an appropriate disclosure under the Listing Regulations.
The Board commends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members.
ITEM NO. 6
The principal terms and conditions of Mr. Shailesh Harivadan Prajapati appointment as Managing Director are as follows
1. Effective Date: 13th June, 2018
2. Remuneration: Upto Rs. 120000 per Annum
3. Tenure: 5 Years
4. Nature of Duties:
a) The Managing Director shall devote his whole time and attention to the business of the Company and carry out such duties, as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.
b) The Managing Director undertakes to employ the best of the skill and ability to make his utmost endeavors to promote the interests and welfare of the Company and to conform to and comply with the directions and regulations of the Company and all such orders and directions as may be given to him from time to time by the Board.
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5. The Managing Director, so long as he functions as such, undertakes not to become interested or otherwise concerned, directly or through his spouse and/or children, in any selling agency of the Company.
6. The terms and conditions of the appointment of the Managing Director may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this regard, in such manner as may be agreed to between the Board and the Managing Director, subject to such approvals as may be required.
7. In the event the Managing Director is not in a position to discharge his official duties due to any physical or mental incapacity, the Board shall be entitled to terminate his contract on such terms as the Board may consider appropriate in the circumstances
8. If at any time, the Managing Director ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and Managing Director of the Company.
The Directors are of the opinion that Mr. Shailesh Prajapati's knowledge and experience will be of benefit to the Company. The Board, therefore, recommends the acceptance of the Resolution set out in the Notice convening the Meeting.
The Special resolution proposed to be passed is an enabling resolution, permitting the Company to pay the fixed remuneration even during absence or inadequacy of profits in any financial year, in compliance with Section 197 read with Schedule V to the Companies Act, 2013.
Except Mr. Shailesh Prajapati, none of the Directors or Key Managerial Personnel or their relatives are in any way concerned or interested in the passing of the resolution set out at item no.6 of the Notice.
Place: Ahmedabad For and On Behalf of Board of Directors of Date: 01.09.2018 GBL INDUSTRIES LIMITED Sd/- Kiran Prajapati Company Secretary
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ANNEXURE TO THE NOTICE
DETAILS OF DIRECTORS RETIRING BY ROTATION / SEEKING RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING PARTICULARS MRS. SHILPA
KAMLESHBHAI SOLANKI
MR. PIYUSH JAYANTILAL SHAH
MR. SHAILESH HARIVADAN PRAJAPATI
AGE 42 years 53 Years 34 Years
Qualification Under Graduate HSC S.Y. Bachelor of Arts
Brief Profile She has experience in Human Resource Management for more than 4 years.
He has more than 10 years of experience in Marketing Field.
He has more than 12 years of Experience in Retail Sector.
Terms and Conditions of Appointment
As per the resolution at item No. 4 of the Notice convening this Meeting read with explanatory Statement thereto, Mrs. Shilpa Solanki is proposed to be appointed as an independent Director
As per the resolution at item No. 5 of the Notice convening this Meeting read with explanatory Statement thereto, Mr. Piyush Jayantilal Shah is proposed to be appointed as an independent Director
As per the resolution at item No. 6 of the Notice convening this Meeting read with explanatory statement thereto, Mr. Shailesh Prajapati is proposed to be appointed as Managing Director cum CFO.
Date of first appointment on the Board
20.11.2017 31.07.2018 13.06.2018
Shareholding in the Company as on March 31, 2018
Nil Nil Nil
Relationship with other Directors/Key Managerial Personnel
Nil Nil Nil
Number of meetings of the Board attended during the year
1 (One) Nil Nil
Directorships of other Boards as on March 31, 2018
1 (one) Novex Commercial Enterprises Limited
Nil Nil
Membership/ Chairmanship of Committees of other Boards as on March 31, 2018
Nil Nil Nil
GBL INDUSTRIES LIMITED
Page 14
Route Map to the venue of the Annual General Meeting
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 15
DIRECTORS’ REPORT
To,
The Members
GBL INDUSTRIES LIMITED
Ahmedabad
Your Directors have great pleasure in presenting the 32nd Annual Report on business and
operation of the Company and Standalone and Consolidated Audited Accounts for the financial
year ended March 31, 2018.
FINANCIAL RESULTS: (Rs. In Lakhs) PARTICULARS Financial Year Ended
Standalone Consolidated 2017-18 2016-17 2017-18
Revenue From Operations 1687.42 155.34 7415.66 Other Income 14.60 20.85 28.94 Total Revenue 1702.02 176.19 7444.60 Profit Before Finance Cost and Depreciation
35.01 16.51 119.24
Finance Cost 12.48 0.02 40.11 Depreciation 3.39 0.51 7.37 Profit Before Tax 19.14 16.02 71.76 Tax Expenses Current Tax 5.75 5.25 19.84 Deferred Tax 0.70 0 1.24 Net Profit for the Year 12.69 10.77 50.68
1. OPERATIONS:
During the year under review, the revenue from operations of the Company for the financial
year 2017-2018 increased to Rs.1687.42 Lakh as compared to Rs.155.34 Lakh in the previous
financial year 2016-17. Your Company has earned Profit after tax of Rs. 12.69 Lakh against Rs.
10.77 Lakh in the previous year.
During the year under review, the consolidated income from Revenue from Operations of Rs.
7415.66 Lakh , Your Company has earned consolidated net profit after tax Rs. 50.68 Lakh.
2. DIVIDEND
With a view to conserve resources and expansion of business, your directors do not
recommend any dividend for the financial year under review.
3. TRANSFER TO RESERVES:
The Board of Directors has not recommended transfer of any amount to reserves during the
year under review
4. SHARE CAPITAL:
The authorised and Paid up share Capital of the Company as on March 31, 2018 was Rs. 500
Lakh respectively. During the year under review, the Company has not issued shares with
differential voting rights and sweat equity Shares.
5. CHANGE IN NAME OF THE COMPANY:
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 16
During the year Company has change its name from “Gujarat Bitumen Limited” to “GBL
Industries Limited” w.e.f. 26th July, 2017.
6. SUBSIDIARY COMPANY:
The Company has one subsidiary named “Rahul Papers India Private Limited” as on March 31,
2018. Our Company had acquired 1,60,000 Equity shares of “ Rahul Papers India Private
Limited “ and the said company became subsidiary of the Company w.e.f. 11th October, 2017.
There are no associate companies or joint venture companies within the meaning of Section
2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of
the business of the subsidiary.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient
features of financial statements of the Company’s subsidiary in Form AOC-1 is attached to the
financial statements of the Company as “Annexure I”.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the website of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Re-appointment
In accordance with the provisions of the Act and the Articles of Association of the Company,
Mr. Shailesh Prajapati, Managing Director of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible have offered himself for re-appointment.
Appointment
Mrs. Shilpa Kamleshbhai Solanki and Mr. Piyush Jayantilal Shah, non executive independent
Directors of the Company appointed as additional Directors of the Company w.e.f.20th
November, 2017 and 31st July, 2018 respectively up to date of subsequent AGM. As per
requirements of provisions of the Companies Act, 2013 and rule made there under, the
Independent Directors are not liable to retire by rotation and are required to be appointed by
shareholders. Therefore, it is proposed to appoint Mrs. Shilpa Kamleshbhai Solanki and Mr.
Piyush Jayantilal Shah as non Executive independent Directors for a term of five consecutive
years.
Resignation
Mrs. Anjali Mehra has resigned from the directorship of the Company w.e.f. 18th November,
2017.
Mr. Naresh Chiplunkar and Mr. Parimal Patwa have resigned from the directorship of the
Company w.e.f. 31st July, 2018.
Key managerial Personnel
Mr. Vinay kumar Jain has resigned from the post of the Company Secretary and Compliance
Officer of the Company w.e.f. 4th October, 2017.
Ms. Kiran Nitesh Prajapati is appointed as a Company Secretary cum Compliance Officer of
the Company w.e.f. 11th October, 2017.
Mr. Mayank Agarwal has resigned from the post of Director and Managing Director of the
Company w.e.f. 13th June, 2018. Mr. Shailesh Harivadan Prajapati is appointed as a Managing
Director of the Company.
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 17
Mr. Shailesh Prajapati is appointed as a CFO (Chief Financial Officer) of the Company w.e.f.
31st July, 2018.
8. NUMBER OF MEETINGS OF THE BOARD:
During the year under review, Board of Directors duly met 9 (Nine) times. Details of Board Meetings for the year under review are tabulated hereunder:
*Mr. Mohan Punjabi and Mr. Nirmalkumar Tiwari resigned from the directorship of the
Company w.e.f. 08.05.2017.
**Mr. Dhiral Dave is appointed as an Additional Independent Director of the Company w.e.f.
08.05.2017 and thereafter it was regularised in the last AGM.
***Mrs. Shilpa Solanki is appointed as an additional Independent Director in place of Mrs.
Anjali Mehra w.e.f. 20.11.2017.
9. DECLARATION BY INDEPENDENT DIRECTOR(S):
The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid
down in the Companies Act, 2013 and Listing Regulations.
10. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form
MGT – 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, are set out herewith as “Annexure- II” to this
Report.
11. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act, SEBI Listing
Regulations and the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017. The performance of the board was evaluated by
the board after seeking inputs from all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. In a separate meeting of independent directors,
performance of non-independent directors, the Chairman of the Company and the board as a
(f) that systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.
15. COMMITTEE OF THE BOARD:
In accordance with the Companies Act, 2013 and Listing Regulations, the Company has
following Committees in place:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Committee
During the year, your Directors have constituted or reconstituted wherever required, the
following committees of the Board is in accordance with the requirements of the Companies
Act, 2013. The Composition, terms of reference and other details of all Board level
committees have been elaborated in detail:
AUDIT COMMITTEE:
The Audit Committee comprises of executive and non executive Independent Director as its
Member. The Chairman of the committee is Independent Director.
During the Financial year 2017-2018, 5 meeting of Audit Committee were held on 08.05.2017,
10.06.2017, 14.08.2017, 14.11.2017 & 14.02.2018.
The Composition of Audit Committee and the details of meetings attended by the members
during the year are given below:
Sr. No.
Name of the Director
Status Nature of Directorship
No. of Meeting
Meeting Attended
1. Mr. Naresh Dattaram Chiplunkar
Chairman Independent Director
5 5
2. Mr. Parimal Suryakant Patwa
Member Executive Director
5 5
3. Mrs. Anjali Ajay Mehra *
Member Independent Director
5 3
4. Mr. Dhiral Dave ** Member Independent Director
5 0
*Mrs. Anjali Mehra has resigned from the Directorship of the Company w.e.f. 18th November,
2017.
** Mr. Dhiral Dave is appointed as a Non-Executive Independent Director w.e.f. 8th May, 2017
and became the member of the Committee on 20th November, 2017.
NOMINATION AND REMUNERATION COMMITTEE:
The Committee comprises of three non-executive Directors as its members. The Chairman of
the Committee is an Independent Director.
During the Financial year 2017-2018, 3 meeting of Nomination and Remuneration Committee
were held on 08.05.2017, 11.10.2017 and 20.11.2017
The Composition of Nomination and Remuneration Committee and the details of meetings
attended by the members during the year are given below:
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 20
Sr. No.
Name of the Director
Status Nature of Directorship
No. of Meeting
Meeting Attended
1. Mr. Naresh Dattaram Chiplunkar
Chairman Independent Director
3 3
2. Mr. Parimal Suryakant Patwa
Member Executive Director
3 2
3. Mrs. Anjali Ajay Mehra *
Member Independent Director
3 2
4. Mr. Dhiral Dave ** Member Independent Director
3 1
*Mrs. Anjali Mehra has resigned from the Directorship of the Company w.e.f. 18th November,
2017.
** Mr. Dhiral Dave is appointed as a Non-Executive Independent Director w.e.f. 8th May, 2017
and became the member of the Committee.’
STAKEHOLDERS COMMITTEE:
The Stakeholders Committee comprises of executive and non executive Independent Director
as its Member. The Chairman of the committee is Independent Director.
During the Financial year 2017-2018, 4 meeting of Stakeholders Committee were held on
06.05.2017, 12.08.2017, 13.11.2017 & 13.02.2018.
The Composition of Stakeholders Committee and the details of meetings attended by the
members during the year are given below:
Sr. No.
Name of the Director
Status Nature of Directorship
No. of Meeting
Meeting Attended
1. Mr. Naresh Dattaram Chiplunkar
Chairman Independent Director
4 4
2. Mr. Parimal Suryakant Patwa
Member Executive Director
4 4
3. Mrs. Anjali Ajay Mehra *
Member Independent Director
4 2
4. Mr. Dhiral Dave ** Member Independent Director
4 0
*Mrs. Anjali Mehra has resigned from the Directorship of the Company w.e.f. 18th November,
2017.
** Mr. Dhiral Dave is appointed as a Non-Executive Independent Director w.e.f. 6th May, 2017
and became the member of the Committee.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:
There are no significant or material orders passed by the regulators, courts or tribunals
having an impact on the future operations of the Company or its going concern status.
17. PUBLIC DEPOSITS:
Your Company has not accepted deposit from public during the year and there was no deposit
outstanding on 31st March 2018.
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 21
18. DIVERSIFICATION OF BUSINESS:
During the year the Company has diversified its business activity from trading of Bitumen to
Textiles and TMT Bars and other allied products.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Yours Company has not given any loan / guarantee or provided any Security or made any
investment to any person (except those required for business purpose).
20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has implemented adequate procedures and internal Controls which provide
reasonable assurance regarding reliability of financial reporting and preparation of financial
statements. The Company also ensures that internal controls are operating effectively.
21. CORPORATE GOVERNANCE:
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate
Governance provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Net worth
not exceeding Rs. 25 crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form the
part of the Annual Report for the financial year 2017-2018.
22. 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.
23. 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-380009 to “F-901, Titanium City
Centre, Nr. Sachin Tower, 100 Ft Road, Satellite, Ahmedabad-380015 with effect from 8th May,
2017.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2) (e) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and
Analysis Report is presented in a separate section as Annexure III forming part of the Annual
Report.
25. STATUTORY AUDITORS AND AUDITOR’S REPORT:
In accordance with Section 139 of the Companies Act, 2013, LOONIA & ASSOCIATES,
Chartered Accountant, Ahmedabad [FRN.: 130883W], were appointed by the shareholders of
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 22
the Company at the 30th Annual General Meeting held on September 29, 2016, as Statutory
Auditor for a period of 3 years to hold office until the conclusion of the 33rd Annual General
Meeting of the Company in calendar year 2019. LOONIA & ASSOCIATES, Chartered
Accountant, has audited the book of accounts of the Company for the Financial Year ended
March 31, 2018 and has issued the Auditors’ Report thereon.
In terms of the provisions relating to statutory auditor forming part of the Companies
Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory
Auditor at every AGM is no more a legal requirement. Accordingly, the Notice convening the
ensuing AGM does not carry any resolution on ratification of appointment of Statutory
Auditor. However, LOONIA & ASSOCIATES, Chartered Accountant, has confirmed that they
are eligible to continue as Statutory Auditor of the Company to audit the books of accounts of
the Company for the Financial Year ending March 31, 2019 and accordingly LOONIA &
ASSOCIATES, Chartered Accountant, will continue to be the Statutory Auditor of the
Company for Financial Year ending March 31, 2019.
The Auditors Report does not contain any qualification, reservation or adverse remark on the
financial statements for the year ended March 31, 2018.
26. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made there
under the Company has appointed, Ms. Pooja Gwalani, Practising Company Secretary, to
undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2017-18
in the prescribed form MR-3 is annexed to this Report as Annexure- IV. The comments and explanation are as under:
Company has not appointed internal auditor during the year under review. Explanation: Company is in process of appointment of internal auditor.
Company has not appointed CFO during the year under review Explanation: Company has appointed CFO w.e.f 31st July, 2018.
27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION & REDRESSAL) ACT, 2013:
Your Company is committed to provide a work environment which ensures that every woman
employee is treated with dignity, respect and equality. There is zero- tolerance towards
sexual harassment and any act of sexual harassment invites serious disciplinary action. The
Company has established a policy as per under Section 22 of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 against Sexual Harassment for
its employees.
The policy allows any employee to freely report any such act and prompt action will be taken
thereon.
The Policy lays down severe punishment for any such act. Further, your Directors state that
during the year under review, there were no cases of sexual harassment reported to the
Company.
28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY FROM END OF FINANCIAL YEAR TILL DATE OF
REPORT:
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 23
There have been no material changes and commitments, if any, affecting the financial position
of the Company which have occurred between the end of the Financial Year of the Company
to which the Financial Statements relate and the date of this Report.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & 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
30. CORPORATE SOCIAL RESPONSIBILITY (CSR):
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.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188:
During the year there is no contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013.
32. POLICIES OF THE COMPANY:
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE:
Your Company has framed a Policy of Sexual Harassment of women at workplace to follow
gender neutral approach in handling complaints of sexual harassment. The Sexual
Harassment policy has been available on the website of the Company
www.gujaratbitumen.com
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:
Your Company has adopted the policy on Materiality of Related Party Transaction to set out
the dealing with the transaction between the Company and its related parties. The Policy on
Materiality of Related Party Transaction has been available on the website of the Company
www.gujaratbitumen.com.
POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:
Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for
Director and Senior Management has been available on the website of the Company
www.gujaratbitumen.com
PREVENTION OF INSIDER TRADING
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 24
Pursuant to provisions of the regulations, the Board has formulated and implemented a Code
of Conduct to regulate, monitor and report trading by employees and other connected
persons and code of practices and procedure for fair disclosure of unpublished price Sensitive
Information. The same has been available on the website of the Company
www.gujaratbitumen.com.
33. GENERAL DISCLOSURES:
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) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS:
The Company has not issued any shares with differential rights and hence no disclosure is
required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014.
(B) ISSUE OF SWEAT EQUITY SHARES:
The Company has not issued any sweat equity shares during the year under review and hence
no disclosure is required as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014.
(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME:
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no disclosure is required as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014.
34. DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LODR) REGULATIONS, 2015:
Your Company does not have any Unclaimed Shares issued in physical form pursuant to
Public Issue / Rights Issue.
35. 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.
36. PUBLIC DEPOSITS:
During the year under review, the Company has neither accepted nor renewed any deposits
from public within the meaning of Section 73 and 74 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014 [including any statutory modification(s) or
re-enactment(s) for the time being in force].
37. 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.
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of Company’s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 25
is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.gujaratbitumen.com.
38. APPRECIATION:
Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State
Governments and Shareholders, for their consistent support to the Company. The Directors
also sincerely acknowledge the significant contributions made by all the employees for their
dedicated services to the company.
Place: Ahmedabad For and On Behalf of Board of Directors of
STATEMENT PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 OF THE
COMPANIES ACT, 2013, READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014 IN
THE PRESCRIBED FORM AOC-1 RELATING TO SUBSIDIARY COMPANIES
PART “A” Subsidiary
(Rs. In Lakhs) SR. NO. PARTICULARS RAHUL PAPERS INDIA
PRIVATE LIMITED (Subsidiary)
1 Date of becoming subsidiary 11th October, 2017 2 Start date of accounting period of subsidiary 01/04/2017 3 End date of accounting period of subsidiary 31/03/2018 4 Reporting Currency INR 5 Share Capital 30.91 6 Reserves & Surplus 426.23 7 Total Assets 2051.39 8 Total Liabilities 2051.39 9 Investments NIL
10 Turnover (Total Revenue) 5742.58 11 Profit/(Loss) Before Taxation 52.61 12 Provision for Taxation 14.09 13 Profit/(Loss) After Taxation 37.99 14 Other Comprehensive Income NIL 15 Total Comprehensive Income net of tax NIL 16 Proposed Dividend NIL 17 % of Share Holding 51.76% 18 Country India
Place: Ahmedabad For and On Behalf of Board of Directors of
MGT-9 Extract of Annual Return as on the Financial Year ended on 31st March, 2018
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
1. REGISTRATION AND OTHER DETAILS: i. CIN L24117GJ1985PLC007985 ii. Registration Date 26/07/1985 iii. Name of the Company GBL INDUSTRIES LIMITED (Formerly known as
GUJARAT BITUMEN LIMITED) iv. Category/Sub-Category of the Company Company Limited by Shares/Indian Non- Govt.
Company v. Address of the Registered Office and
Contact Details F-901, Titanium City Centre, 100 ft Road, Nr- Sachin Tower, Satellite, Ahmedabad, Gujarat -380015 Email: [email protected] Telephone: 079-48930888
vi. Whether listed company Yes vii. Name, Address and Contact Details of
Registrar and Transfer Agent, if any LINK INTIME INDIA PVT. LTD. 506 to 508, 5th Floor, Amarnath Business Centre 1, H L College Road, Near St Xaviers College Corner, Beside Gala Business Centre, Navrangpura, Ahmedabad – 380009 Phone: 079-2646 5179 Fax: 079-2646 5179 Email: [email protected]
2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total turnover of the
company shall be stated:- No. Name and Description of main
Products/ Services
NIC Code of the
Product/ Service
% to total turnover of the
Company turnover of the
Company
1. Wholesale of Textile products 4641 20.15%
2. Trading of TMT BARS and other allied
products
469 79.85%
3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Sr.
No.
Name And Address of
the Company
CIN/ GLN Holding/Subsid
iary/ Associate
% of
Shares
Held
Applicable
Section
1 Rahul Papers India
Private Limited
U21093GJ2007PTC050179 Subsidiary 51.76% 2(87)
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 28
4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total
Equity)
i) Category-wise Share Holding
Category of Shareholders
No. of Shares held at the beginning of the year (01.04.2017)
No. of Shares held at the end of the year (31.03.2018)
d 4700000 300000 5000000 100.00 4700000 300000 5000000 100.00 0.0000 (C) Shares held by Custodians and against which Depository Receipts have been issued
ii) Shareholding of Promoters (including Promoter Group) Sr. No.
Shareholder’s Name
Shareholding at the beginning of the year 01.04.2017
Shareholding at the end of the year 31.03.2018
% change in shareholding during the year
No. of Shares
% of total Shares of the company
% of Shares Pledged/ encumbered to total shares
No. of Shares
% of total Shares of the company
% of Shares Pledged/ encumbered to total shares
1 MOHAN LAXMANDAS PUNJABI
400000 8.0000 0.00 400000 8.0000 0.00 0.00
2. JAYENDRA KANTILAL DOSHI
49350 0.9870 0.00 49350 0.9870 0.00 0.00
3. DOSHI JAYENDRA KANTILAL
46000 0.9200 0.00 46000 0.9200 0.00 0.00
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 30
4. RAJVI JAYENDRABHAI SHAH
26150 0.5230 0.00 26150 0.5230 0.00 0.00
5. MEENA JANAK PARIKH
48500 0.9700 0.00 48500 0.9700 0.00 0.00
6. PARIKH JANAKBHAI NAROTTAMDAS
45000 0.9000 0.00 45000 0.9000 0.00 0.00
Total 615000 12.3000 0.00 615000 12.3000 0.00 0.00
iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Sr. No.
Name of the Shareholder
Shareholding at the beginning of the year 01.04.2017
Date Reason Increase/Decrease in Shareholding
Cumulative Shareholding during the Year
No. of Shares
% of Total Shares of the Company
No. of Shares
% of Total Shares of the Company
No. of Shares
% of Total Shares of the Company
1. MOHAN LAXMANDAS PUNJABI
400000 8.0000 - - - - 400000 8.0000
AT THE END OF THE YEAR
- - - - 400000 8.0000
2. JAYENDRA KANTILAL DOSHI
49350 0.9870 - - - - 49350 0.9870
AT THE END OF THE YEAR
- - - - 49350 0.9870
3 DOSHI JAYENDRA KANTILAL-HUF
46000 0.9200 - - - - 46000 0.9200
AT THE END OF THE YEAR
- - - - 46000 0.9200
4 RAJVI JAYENDRABHAI SHAH
26150 0.5230 - - - - 26150 0.5230
AT THE END OF THE YEAR
- - - - 26150 0.5230
5 MEENA JANAK PARIKH
48500 0.9700 - - - - 48500 0.9700
AT THE END OF THE YEAR
- - - - 48500 0.9700
6. PARIKH JANAKBHAI NAROTTAMDAS
45000 0.9000 - - - - 45000 0.9000
AT THE END OF THE YEAR
- - - - 45000 0.9000
*The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder. iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters
and Holder of GDRs and ADRs):
Sr. No.
Top Ten Shareholders*
Shareholding at the beginning of the year 01.04.2017
Transactions during the year
Reason Cumulative Shareholding during the Year
No. of Shares
% of Total Shares of the Company
Date of Transaction
No. of Shares
No. of Shares
% of Total Shares of the Company
1 KUNVARJI FINSTOCK PRIVATE LIMITED
200 0.0040 200 0.0040
07-04-2017 29000 Transfer 29200 0.5840 14-04-2017 12000 Transfer 41200 0.8240
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 31
14-04-2017 12000 Transfer 41200 0.8240 21-04-2017 10100 Transfer 51300 1.0260 28-04-2017 (51300) Transfer 0 0.0000 12-05-2017 6500 Transfer 6500 0.1300 19-05-2017 (3300) Transfer 3200 0.0640 26-05-2017 1000 Transfer 4200 0.0840 02-06-2017 3000 Transfer 7200 0.1440 09-06-2017 3025 Transfer 10225 0.2045 16-06-2017 2000 Transfer 12225 0.2445 07-07-2017 500 Transfer 12725 0.2545 01-09-2017 97275 Transfer 110000 2.2000 08-09-2017 (62500) Transfer 47500 0.9500 22-09-2017 (47500) Transfer 0 0.0000 29-09-2017 94398 Transfer 94398 1.8880 06-10-2017 5602 Transfer 100000 2.0000 27-10-2017 (100000) Transfer 0 0.0000 09-03-2018 20000 Transfer 20000 0.4000 23-03-2018 257500 Transfer 277500 5.5500 31-03-2018 (44100) Transfer 233400 4.6680 At the End of the
Year 31-03-2018 233400
4.6680 2 MEENA RAHUL
KOTHARI 0 0.0000 0 0.0000
20-10-2017 200000 Transfer 200000 4.0000 16-02-2018 (160000) Transfer 40000 0.8000 23-02-2018 160000 Transfer 200000 4.0000 At the End of the
Year 31-03-2018 200000
4.0000 3 MANOJ
CHHAGANLAL RATHOD
0 0.0000 0 0.0000
08-09-2017 46500 Transfer 46500 0.9300 22-09-2017 47500 Transfer 94000 1.8800 27-10-2017 100000 Transfer 194000 3.8800 At the End of the
Year 31-03-2018 194000 3.8800
4 AKSHAY JITENDRAKUMAR BRAHAMBHATT
68840 1.3768 68840 1.3768
21-04-2017 32256 Transfer 101096 2.0219 28-04-2017 37100 Transfer 138196 2.7639 05-05-2017 6640 Transfer 144836 2.8967 12-05-2017 (500) Transfer 144336 2.8867 19-05-2017 (1333) Transfer 143003 2.8601 26-05-2017 3400 Transfer 146403 2.9281 02-06-2017 3045 Transfer 149448 2.9890 09-06-2017 5000 Transfer 154448 3.0890 23-06-2017 1095 Transfer 155543 3.1109 07-07-2017 2120 Transfer 157663 3.1533 28-07-2017 (110) Transfer 157553 3.1511 04-08-2017 362 Transfer 157915 3.1583 11-08-2017 (70) Transfer 157845 3.1569 18-08-2017 1000 Transfer 158845 3.1769 25-08-2017 2600 Transfer 161445 3.2289 01-09-2017 (19100) Transfer 142345 2.8469 08-09-2017 (15100) Transfer 127245 2.5449 15-09-2017 (30000) Transfer 97245 1.9449 13-10-2017 (8630) Transfer 88615 1.7723 20-10-2017 (25) Transfer 88590 1.7718 03-11-2017 5840 Transfer 94430 1.8886 12-01-2018 (20) Transfer 94410 1.8882 19-01-2018 (1100) Transfer 93310 1.8662 23-03-2018 98000 Transfer 191310 3.8262 31-03-2018 2545 Transfer 193855 3.8771 At the end of the
Year 31-03-2018 193855
3.8771
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 32
5 SAYAR BHANDARI 120000 2.4000 120000 2.4000 21-07-2017 (120000) Transfer 0 0.0000 08-09-2017 96000 Transfer 96000 1.9200 09-03-2018 14170 Transfer 110170 2.2034 31-03-2018 77510 Transfer 187680 3.7536 At the end of the
Year 31-03-2018 187680 3.7536
6 SAVITABEN GOVINDLAL MODY
42500 0.8500 42500 0.8500
08-09-2017 16000 Transfer 58500 1.1700 15-09-2017 119600 Transfer 178100 3.5620 At the end of the
Year 31-03-2018 178100 3.5620
7 JITENDRA V KHUNT 200000 4.0000 200000 4.0000 23-03-2018 (20000) Transfer 180000 3.6000 31-03-2018 (10000) Transfer 170000 3.4000 At the end of the
Year 31-03-2018 170000 3.4000
8 MANOHARPRASAD G VAISHNAV
83650 1.6730 83650 1.6730
21-04-2017 10000 Transfer 93650 1.8730 12-05-2017 185 Transfer 93835 1.8767 26-05-2017 9795 Transfer 103630 2.0726 02-06-2017 7615 Transfer 111245 2.2249 23-06-2017 350 Transfer 111595 2.2319 21-07-2017 450 Transfer 112045 2.2409 28-07-2017 10110 Transfer 122155 2.4431 04-08-2017 (5) Transfer 122150 2.4430 18-08-2017 15000 Transfer 137150 2.7430 25-08-2017 5000 Transfer 142150 2.8430 08-09-2017 5000 Transfer 147150 2.9430 13-10-2017 (40000) Transfer 107150 2.1430 31-03-2018 31798 Transfer 138948 2.7790 At the end of the
Year 31-03-2018 31798 138948
2.7790 9 ASE CAPITAL
MARKETS LTD. 21201 0.4240 21201 0.4240
07-04-2017 21499 Transfer 42700 0.8540 14-04-2017 41310 Transfer 84010 1.6802 21-04-2017 75567 Transfer 159577 3.1915 28-04-2017 (82507) Transfer 77070 1.5414 05-05-2017 (3045) Transfer 74025 1.4805 12-05-2017 (2985) Transfer 71040 1.4208 19-05-2017 11380 Transfer 82420 1.6484 26-05-2017 8742 Transfer 91162 1.8232 02-06-2017 1491 Transfer 92653 1.8531 09-06-2017 (20416) Transfer 72237 1.4447 16-06-2017 (2847) Transfer 69390 1.3878 23-06-2017 1720 Transfer 71110 1.4222 30-06-2017 2220 Transfer 73330 1.4666 07-07-2017 (2620) Transfer 70710 1.4142 14-07-2017 6000 Transfer 76710 1.5342 21-07-2017 62300 Transfer 139010 2.7802 28-07-2017 (132910) Transfer 6100 0.1220 04-08-2017 130863 Transfer 136963 2.7393 11-08-2017 10000 Transfer 146963 2.9393 25-08-2017 (36963) Transfer 110000 2.2000 08-09-2017 (44900) Transfer 65100 1.3020 15-09-2017 (14600) Transfer 50500 1.0100 29-09-2017 (500) Transfer 50000 1.0000 06-10-2017 38990 Transfer 88990 1.7798 13-10-2017 485080 Transfer 574070 11.4814 20-10-2017 (518430) Transfer 55640 1.1128 27-10-2017 16250 Transfer 71890 1.4378 03-11-2017 (16890) Transfer 55000 1.1000 01-12-2017 (5000) Transfer 50000 1.0000
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 33
12-01-2018 20 Transfer 50020 1.0004 19-01-2018 1080 Transfer 51100 1.0220 26-01-2018 (1100) Transfer 50000 1.0000 02-03-2018 (19730) Transfer 30270 0.6054 09-03-2018 20410 Transfer 50680 1.0136 16-03-2018 (19700) Transfer 30980 0.6196 23-03-2018 149356 Transfer 180336 3.6067 31-03-2018 (45933) Transfer 134403 2.6881 At the end of the
Year 31-03-2018
134403 2.6881 10 DINESHBHAI
KANJIBHAI THAKKAR
72836 1.4567 72836 1.4567
21-04-2017 24500 Transfer 97336 1.9467 28-04-2017 23606 Transfer 120942 2.4188 05-05-2017 1400 Transfer 122342 2.4468 12-05-2017 (2420) Transfer 119922 2.3984 19-05-2017 4250 Transfer 124172 2.4834 26-05-2017 4061 Transfer 128233 2.5647 02-06-2017 705 Transfer 128938 2.5788 16-06-2017 150 Transfer 129088 2.5818 28-07-2017 (100) Transfer 128988 2.5798 04-08-2017 9366 Transfer 138354 2.7671 11-08-2017 100 Transfer 138454 2.7691 18-08-2017 2000 Transfer 140454 2.8091 25-08-2017 2500 Transfer 142954 2.8591 01-09-2017 (18000) Transfer 124954 2.4991 22-09-2017 1000 Transfer 125954 2.5191 13-10-2017 (23385) Transfer 102569 2.0514 20-10-2017 16010 Transfer 118579 2.3716 01-12-2017 5000 Transfer 123579 2.4716 26-01-2018 1000 Transfer 124579 2.4916 At the end of the
Year 31-03-2018
124579 2.4916 11 VIJAY RAJESHBHAI
VASITA 100008 2.0002 100008 2.0002
05-05-2017 3000 Transfer 103008 2.0602 12-05-2017 5000 Transfer 108008 2.1602 26-05-2017 2090 Transfer 110098 2.2020 02-06-2017 5995 Transfer 116093 2.3219 04-08-2017 20000 Transfer 136093 2.7219 18-08-2017 2500 Transfer 138593 2.7719 01-09-2017 20000 Transfer 158593 3.1719 13-10-2017 (34010) Transfer 124583 2.4917 20-10-2017 (15) Transfer 124568 2.4914 At the end of the
Year 31-03-2018
124568 2.4914 12 JIGNESH A. SHAH
(HUF) 100000 2.0000 100000 2.0000
At the end of the Year
31-03-2018 100000 2.0000
13 DINESH NARSINH VARA
100000 2.0000 100000 2.0000
At the end of the Year
31-03-2018 100000 2.0000
14 DINESH N. VARA (HUF)
100000 2.0000 100000 2.0000
28-07-2018 (20000) Transfer 80000 1.6000 04-08-2017 (10000) Transfer 70000 1.4000 13-10-2017 (30000) Transfer 40000 0.8000 20-10-2017 (15000) Transfer 25000 0.5000 At the end of the
Year 31-03-2018
25000 0.5000 15 GAURANG DINESH
VARA (HUF) 100000 2.0000
100000 2.0000 04-08-2017 (30000) Transfer 70000 1.4000
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 34
08-09-2017 (10000) Transfer 60000 1.2000 13-10-2017 (40000) Transfer 20000 0.4000 20-10-2017 (16000) Transfer 4000 0.0800 At the end of the
Year 31-03-2018
4000 0.0800 16 RESHMI ROHIT JAIN 300000 6.0000 300000 6.0000 19-05-2017 (37700) Transfer 262300 5.2460 26-05-2017 (30000) Transfer 232300 4.6460 02-06-2017 (8900) Transfer 223400 4.4680 28-07-2017 (40000) Transfer 183400 3.6680 04-08-2017 (50000) Transfer 133400 2.6680 11-08-2017 (20000) Transfer 113400 2.2680 18-08-2017 (11000) Transfer 102400 2.0480 25-08-2017 (21000) Transfer 81400 1.6280 01-09-2017 (7000) Transfer 74400 1.4880 08-09-2017 (39000) Transfer 35400 0.7080 15-09-2017 (21000) Transfer 14400 0.2880 13-10-2017 (14400) Transfer 0 0.0000 At the end of the
Year 31-03-2018
0 0.0000 17 KARISHMA ROHIT
JAIN 300000 6.0000
300000 6.0000 19-05-2017 (35300) Transfer 264700 5.2940 26-05-2017 (30000) Transfer 234700 4.6940 02-06-2017 (11300) Transfer 223400 4.4680 28-07-2017 (40000) Transfer 183400 3.6680 04-08-2017 (80000) Transfer 103400 2.0680 18-08-2017 (10000) Transfer 93400 1.8680 25-08-2017 (14000) Transfer 79400 1.5880 01-09-2017 (7000) Transfer 72400 1.4480 08-09-2017 (37000) Transfer 35400 0.7080 15-09-2017 (21000) Transfer 14400 0.2880 13-10-2017 (14400) Transfer 0 0.0000 At the end of the
Year 31-03-2018
0 0.0000 18 RADHIKA KARAN
JAIN 200000 4.0000 200000 4.0000
04-08-2017 (80000) Transfer 120000 2.4000 11-08-2017 (20000) Transfer 100000 2.0000 18-08-2017 (20000) Transfer 80000 1.6000 25-08-2017 (6000) Transfer 74000 1.4800 01-09-2017 (6000) Transfer 68000 1.3600 08-09-2017 (33000) Transfer 35000 0.7000 15-09-2017 (21000) Transfer 14000 0.2800 13-10-2017 (14000) Transfer 0 0.0000 At the end of the
Year 31-03-2018
0 0.0000
Note 1: Paid up Share Capital of the Company (Face Value Rs. 10.00) at the end of the year is 5000000 Shares. 2. The details of holding have been clubbed based on PAN. 3. % of total Shares of the Company are based on the paid up Capital of the Company at the end of the Year. v) Shareholding of Directors and Key Managerial Personnel: Sr. No.
Name of the Shareholder
Date Reason Shareholding at the beginning of the year 01.04.2017
Cumulative Shareholding at the end of the Year 31.03.2018
No. of Shares % of Total Shares of the Company
No. of Shares % of Total Shares of the Company
1. Mr. Mohan Punjabi*
- - 400000 8.00 400000 8.00
*Mr. Mohan Laxmandas Punjabi has resigned from directorship of the Company w.e.f. 08.05.2017.
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 35
5. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Rs. In Lakhs) Particulars Secured Loans
excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 0.00 2.00 0.00 2.00 ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) 0.00 2.00 0.00 2.00 Change in Indebtedness during the financial year
Addition 0.00 121.28 0.00 121.28 Reduction Net Change 0.00 121.28 0.00 121.28 Indebtedness at the end of the financial year
i) Principal Amount 0.00 123.28 0.00 123.28 ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) 0.00 123.28 0.00 123.28
6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and / or Manager: NIL
(Rs. In Lakhs) Sr. No.
Particulars of Remuneration Name of MD/WTD/Manager
Total Amount 1. Gross salary (a) Salary as per provisions contained in Section
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(i) Perquisites w.r.t to exercise of Stock Options (ii) Other Perquisites (c) Profits in lieu of salary under Section 17(3)
Income-tax Act, 1961
2. Stock Option 3. Sweat Equity 4. Commission as % of profit 5. Others, Allowances Total (A) Ceiling as per the Act (@ 10% of profits
calculated under Section 198 of the Companies Act, 2013)
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 36
B. Remuneration to other directors: NIL C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD (Rs. In Lakhs) Sr. No.
Particulars of Remuneration Key Managerial Personnel Company Secretary (Vinay Jain)*
Company Secretary (Kiran N Prajapati)**
CFO Total
1. Gross salary 1.00 1.13 - 2.13
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961
- - - -
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
- - - -
(i) Perquisites w.r.t to exercise of Stock Options
- - - -
(ii) Other Perquisites - - - -
(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961
- - - -
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission - - - -
as % of profit - - - -
5. Others, Allowances - - - -
Total (A) 1.00 1.13 - 2.13
Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)
* Mr. Vinay Jain has resigned w.e.f. 04.10.2017. **Ms. Kiran Nitesh Prajapati is appointed as on 11/10/2017. VII. Penalties/Punishment/Compounding of offences: NIL
There were no penalties, punishment or compounding of offences during the year ended March 31, 2018. Type
Section of
the
Companies
Act
Brief
Description
Details of
Penalty/
Punishment/
Compounding
Fees Imposed
Authority
[RD/NCLT/
Court]
Appeal
made, if
any (Give
Details)
A. Company
Penalty
Punishment
Compounding
B. Directors
Penalty
Punishment
Compounding
C. Other Officers in Default
Penalty
Punishment
Compounding
Place: Ahmedabad For and On Behalf of Board of Directors of
Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To The Members, GBL INDUSTRIES LIMITED
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GBL Industries Limited (Formerly known as Gujarat Bitumen Limited). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the GBL Industries Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by GBL Industries Limited for the financial year ended on 31st March 2018 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during Audit Period); e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during Audit Period); f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during Audit Period);
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 41
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998(Not applicable to the Company during Audit Period); and (vi) Other laws as applicable to the company as per the representations made by the management. 2. I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India and (ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; 3. During the period under review and as per the explanations and clarifications given to us and the representations made by the management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: Company has not appointed internal auditor during the year under review. Company has not appointed CFO during the year under review. 4. I have relied on the information & representations made by the company & its officers for systems and mechanisms formed by the company for compliances under other applicable acts, laws and regulations to the company. 5. I further report on the basis of information received and records maintained by the company that: (i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. (ii) Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except in cases where meetings convened at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. (iii) Majority decision is carried through and there were no dissenting views on any matter. 6. I further report that as per the explanations and clarifications given to us and the representations made by the management, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. 7. I further report that during the Audit Period under review:- There was Change in the name of the Company from Gujarat Bitumen Limited to GBL Industries Limited. Company had acquired 1,60,000 Equity shares of “ Rahul Papers India Private Limited “ and the said company became subsidiary of the Company w.e.f. 11th October, 2017.
There were no other specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
SD/- Pooja Gwalani ACS No. 29004 C P No.: 13876 Place: Ahmedabad Date: 01.09.2018 Note:-This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 42
Annexure ‘A’
To, The Members GBL INDUSTRIES LIMITED
The Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. 4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
SD/- Pooja Gwalani ACS No. 29004 C P No.: 13876 Place: Ahmedabad Date: 01.09.2018
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 43
Independent Auditors’ Report
To The Members of GBL Industries Limited Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements We have audited the accompanying Ind AS standalone Financial Statements of GBL Industries Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The management and Board of Directors of the Company are responsible for the matters stated in
Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial
statements that give a true and fair view of the financial position, financial performance including other
Comprehensive Income, Cash flows and Changes in Equity of the Company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)
specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules,
2016, as amended. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; design, implementation and
maintenance of adequate internal financial controls, that are operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We
have taken into account the provisions of the Act, the accounting and auditing standards and matters
which are required to be included in the audit report under the provisions of the Act and the Rules made
there under. We conducted our audit of the Ind AS financial statements in accordance with the Standards
on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from
material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the Ind AS financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal financial control
relevant to the Company’s preparation of the financial statements, that give a true and fair view, in order
to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of the accounting estimates
made by the Company’s management and Board of Directors, as well as evaluating the overall
presentation of the financial statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion:
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 44
India of the state of affairs of the Company as at March 31, 2018 and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date. Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “ Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we further report that:
(i) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit. (ii) In our opinion, proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books.
(iii) The Balance Sheet, Statement of Profit and Loss including other comprehensive income, Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(iv) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies ( Indian Accounting Standards) Rules, 2016, as amended;
(v) O n the basis of written representations received from the directors as on March 31, 2018,
and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164(2) of the Act.
(vi) With respect to adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate report in “Annexure B”, and (vii) With respect to other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
- The Company has disclosed the impact of pending litigations, if any on its financial position in its Ind AS financial statements.
- The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.
- There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
- The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018
For Loonia & Associates
Chartered Accountants
(Registration No.130883W) SD/- Hitesh Loonia
Place: Ahmedabad Proprietor
Date: 30th May, 2018 Membership No. 135424
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 45
Annexure ‘ A ’ to th e Ind ep end ent Aud itor’s Rep ort
Referred to in paragraph 1 under the hea ding “Report on Other L egal And R egula tory
Requirements” of Our Independ ent A udit Report of even date on the Financial Statements of
GBL INDUSTRIES LIMITED for the year ended 31st March, 2018.
On the basis of such checks as we considered appropriate and according to the information and
explanations given to us during the course of our audit, we report that:
(i) In respect of its Property, plant and equipments:
(a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of Property, plant and equipment.
(b) As explained to us, the management during the year has physically verified the Property,
plant and equipments in a phased periodical manner, which in our opinion is reasonable,
having regard to the size of the Company and nature of its assets. No material discrepancies
were noticed on such physical verification.
(c) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the title deeds of immovable properties included in Property,
plant and equipments are held in the name of the Company.
(ii) As explained to us, in our opinion, the management has physically verified inventories at
reasonable intervals during the year and there was no material discrepancies noticed on such
physical verification as compared to the book records.
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties
covered in the Register maintained under Section 189 of the Companies Act, 2013 and hence,
paragraph 3(iii) of the Order is not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has not
given any loans, investments, guarantees and security in terms of section 185 and 186 of the
Companies Act, 2013.
(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the
Companies Act, 2013.
(vi) According to the information and explanations given to us, the Central Government has not
prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies
Act, 2013, in respect of products of the Company. Accordingly, paragraph 3(vi) of the Order is not
applicable
(vii) In respect of statutory dues:
(a) According to the information and explanations given to us and the records of the Company
examined by us, in our opinion, the Company is generally regular in depositing undisputed
statutory dues in respect of goods and service tax with effect from July 1 2017, and is regular in
depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance,
Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other
material statutory dues as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us, no undisputed amounts payable in
respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Goods
and Services Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory
dues were in arrears as at 31 March, 2018 for a period of more than six months from the date they
become payable.
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 46
(c) According to the information and explanation given to us and the records of the Company
examined by us, there are no particular of dues of Value Added Tax, sates tax and Income Tax as at
March 31, 2018, or any other tax which have not been deposited on account of a dispute,
(viii) According to the records of the Company examined by us and the information and explanation
given to us, the Company has not taken any Term loan and therefore Clause (viii) not applicable.
(ix) According to information and the explanations given by the management, the Company has not
raised any money by way of initial public offer or further public offer (including debt instruments)
and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.
(x) During the course of our examination of the books and records of the Company carried out in
accordance with the auditing standards generally accepted in India, we have neither come across
any instance of fraud by the Company or by its officers or employees on it, has been noticed or
reported during the course of our audit nor have we been informed of any such instance by the
Management.
(xi) According to the information and explanation given by the management, the managerial
remuneration has been paid/ provided in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion and according to information and explanations given to us, the Company is not a
nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to information and explanations given to us and based on our examination of the records
of the Company, in our opinion, all the transactions entered with the related parties are in
compliance with sections 177 and 188 of the Act and the details of such transactions have been
disclosed in the Financial Statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the
balance sheet, the Company has not made any preferential allotment or private placement of shares
or fully or partly convertible debentures during the year under review and hence, reporting
requirements under Clause 3 (xiv) are not applicable to the Company and not comment upon.
(xv) According to information and explanations given to us and based on our examination of the records
of the Company, the company has not entered into any non-cash transactions with directors or
persons connected with directors. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) According to the information and explanations given to us and the records of the Company examined by us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting requirement under clause 3(xvi) of the Order is not applicable
For Loonia & Associates
Chartered Accountants
(Registration No.130883W) SD/- Hitesh Loonia
Place: Ahmedabad Proprietor
Date: 30th May, 2018 Membership No. 135424
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 47
Annexure - B to the Independent Auditors’ Report
Referred to in paragraph 2(F) under the heading “R eport on Other L ega l A nd R egulatory
Requirements” of Our Independ ent A udit Report of even date on the Financial Statements of
GBL INDUSTRIES LIMITED for the year ended 31st March, 2018.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of GBL Industries Limited (“the
Company”) as of 31 March, 2018 in conjunction with our audit of the Ind AS financial statements of the
Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).
These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on
Auditing, as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an
audit of internal financial controls and both issued by the Institute of Chartered Accountants of India.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company's internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 48
made only in accordance with authorisations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,
or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls over financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company
has, in all material respects, an adequate internal financial controls system over financial reporting and
such internal financial controls over financial reporting were operating effectively as at 31st March 2018,
based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
As per our Report of even date For and on behalf of the Board For, Loonia and Associates GBL Industries Limited Chartered Accountants SD/- Hitesh Loonia SD/- SD/- SD/- M. No. 135424 Kiran Prajapati Mayank Agarwal Dhiral Dave Firm Reg. No. 130883W Company Secretary Managing Director Director
Particulars Note As At As At As At No. 31.03.2018 31.03.2017 01.04.2016 I ASSETS 1 Non-current Assets a) Property, Plant & Equipment 2 41.60 25.14 0.11
b) Capital Work-in-Progress - 10.00 - c) Financial Assets: (i) Investments 3 220.80 - - (ii) Loans 4 233.25 390.64 501.17 d) Other non-current assets 5 2.25 3.37 4.49 Total Non-Current Assets 497.90 429.15 505.77 2 Current Assets a) Inventories - - - b) Financial Assets: (i) Trade Receivables 6 466.63 2.78 2.78 (ii) Cash and cash equivalents 7 7.17 86.22 4.56 (iii) Loans 8 144.65 11.91 1.59 Total Current Assets 618.45 100.91 8.93 Total Assets ( 1+ 2) 1,116.35 530.06 514.70 II EQUITY & LIABILITIES A Equity a) Equity Share Capital 9 500.00 500.00 500.00 b) Other Equity 10 27.53 14.84 4.08 Total Equity 527.53 514.84 504.08 B Liabilities 1 Non -current Liabilities
a) Financial Liabilities: (i) Borrowings 11 2.00 2.00 2.00 (ii) Trade Payable - - - b) Provisions - - - c) Deferred Tax Liabilities ( Net) 12 0.70 - - Total Non-Current Liabilities 2.70 2.00 2.00 2 Current Liabilities a) Financial Liabilities: (i) Borrowings 13 121.28 - - (ii) Trade payables 14 456.54 4.66 5.07 (iii) Other Financial Liabilities
(Current Maturities of Long Term Debt)
- - -
b) Other Current Liabilities - - - c) Provisions 15 8.30 8.56 3.55 Total Current Liabilities 586.12 13.22 8.62 Total Liabilities ( 1+2) 588.82 15.22 10.62 Total Equity & Liabilities (A +B) 1,116.35 530.06 514.70
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 50
As per our Report of even date For and on behalf of the Board For, Loonia and Associates GBL Industries Limited Chartered Accountants SD/- Hitesh Loonia SD/- SD/- SD/- M. No. 135424 Kiran Prajapati Mayank Agarwal Dhiral Dave Firm Reg. No. 130883W Company Secretary Managing Director Director (DIN: 07179292) (DIN: 07791986) Place: Ahmedabad Place: Ahmedabad
Date: 30.05.2018 Date: 30.05.2018
GBL Industries Limited CIN: L24117GJ1985PLC007985
Profit and Loss statement for the year ended 31st March, 2018 (Rs. in Lakhs)
Particulars Note For the year ended
For the year ended
31st March 2018 31st March 2017 I. Revenue from operations 16 1,687.42 155.34 II. Other income 17 14.60 20.85
III. Total Revenue (I + II) 1,702.02 176.19 IV. Expenditure
Purchase of Traded Goods 1,656.10 150.00 Changes in inventories of finished goods - -
Depreciation and amortization expense 3.39 0.51 Other expenses 20 8.23 8.38 Total expenses 1,682.88 160.17 V. Profit before tax (III- IV) 19.14 16.02 VI. Tax expense: (1) Current tax 5.75 5.25 (2) Deferred tax 0.70 - VII Profit (Loss) for the year (V-VI) 12.69 10.77 VIII Other Comprehensive Income
Items that will not be/ will be reclassified to Profit or Loss in subsequent years
- -
Income Tax relating to these items - - Total Comprehensive Income for the Period
(Comprising Profit and Other Comprehensive Income for the period)
- -
IX Earnings per equity share: (face value of Rs 10/- each)
(1) Basic 0.15 0.06 (2) Diluted 0.15 0.06 See accompanying Notes forming part of the Financial Statements
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 51
GBL Industries Limited CIN: L24117GJ1985PLC007985
Statement of changes in Equity for the year ended March 31, 2018
A. Equity Share Capital
Particulars Rs. In Lakhs At 01st April 2016 500.00 Adjustment if any - At 31st March 2017 500.00 Changes in Equity share Capital - As at 31st March 2018 500.00
B. Other Equity
For the year ended 31st March 2017 (Rs. In Lakhs)
Particulars Retained Earning Total Other Equity
As at 01st April 2016 4.07 4.07 Profit for the year 10.77 10.77 Adjustment if any - - At 31st March 2017 14.84 14.84
For the year ended 31st March 2018 (Rs. In Lakhs) Particulars Retained Earnings Total Other Equity As at 01st April 2017 14.84 14.84 Profit for the year 12.69 12.69 Adjustment if any - - At 31st March 2018 27.53 27.53
As per our Report of even date For and on behalf of the Board For, Loonia and Associates GBL Industries Limited Chartered Accountants SD/- Hitesh Loonia SD/- SD/- SD/- M. No. 135424 Kiran Prajapati Mayank Agarwal Dhiral Dave Firm Reg. No. 130883W Company Secretary Managing Director Director
As per our Report of even date For and on behalf of the Board For, Loonia and Associates GBL Industries Limited Chartered Accountants Sd/- Hitesh Loonia SD/- SD/- SD/- M. No. 135424 Kiran Prajapati Mayank Agarwal Dhiral Dave Firm Reg. No. 130883W Company Secretary Managing Director Director
Cash Flow Statement for the year ended 31st March, 2018 (Rs. In Lakhs)
Particulars 31-03-2018 31-03-2017 A. CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax 19.14 16.02 Adjustment For : Depreciation of property, plant & equipment 3.39 0.51 Misc Exp to the extent written off 1.12 1.12 Finance Cost 12.48 0.02 Interest Income classified as Investing Cash Flows (14.60) (20.67) Operating Profit before working capital changes 21.54 (3.00) Adjustment For : (a) (Increase)/Decrease in Inventories 0.00 0.00 (b) (Increase)/Decrease in Trade Receivables (463.85) 0.00 (c) (Increase)/Decrease in Non-Current Financial Assets 157.39 110.53 (c) (Increase)/Decrease in Current Financial Assets (132.74) (10.32) (d) Increase /(Decrease) in Provisions (0.26) 5.01 (d) Increase /(Decrease) in Other Current Liabilities 0.00 0.00 (d) Increase /(Decrease) in Other Financial Liabilities 0.00 0.00 (d) Increase /(Decrease) in Trade Payable 451.88 (0.41) CASH GENERATED FROM OPERATIONS 33.95 101.80 Less :(a) Income Tax Paid (5.75) (5.25) NET CASH INFLOW FROM OPERATING ACTIVITIES (A) 28.20 96.55
B. CASH FLOW FROM INVESTING ACTIVITIES (a) Purchase of Fixed Assets (9.85) (35.54) (b) Purchase of Equity Shares (220.80) 0.00 (c) Interest Income 14.60 20.67 NET CASH INFLOW / ( OUTFLOW) FROM INVESTING ACTIVITIES (B) (216.05) (14.87) C. CASH FLOW FROM FINANCING ACTIVITIES (a) Proceeds/( Repayment) from Borrowings 121.28 0.00 (b) Interest Paid (12.48) (0.02) NET CASH INFLOW/ (OUTFLOW) IN FINANCING ACTIVITIES (C) 108.80 (0.02) NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) (79.05) 81.66
Notes Forming Part of Financial Statements for the year ended 31st March, 2018:
NOTE 1:- SIGNIFICANT ACCOUNTING POLICIES
I. Corporate Information
GBL Industries Limited (Formerly Known As Gujarat Bitumen Limited) (“the Company”) is a
Company established in 1985 and listed on BSE Limited. The registered office of the Company is
situated at F-901, Titanium City Centre, Near Sachin Tower, 100 Ft Road, Satellite, Ahmedabad –
380015. The Company business activity is to deal in the trading sector.
II. SIGNIFICANT ACCOUNTING POLICIES
This note provides a list of the significant accounting policies adopted in the preparation of these
financial statements. These policies have been consistently applied to all the periods, presented,
unless otherwise stated.
1. Basis of Preparation:
a) Compliance with Ind AS
This financial statements comply in all material aspects with Indian Accounting Standards (Ind AS)
notified under Section 133 of the Companies Act, 2013 ( the Act) Companies ( Indian Accounting
Standard) Rules 2015 and other reliant provision of the Act. These financial statements are the first
financial statements under Ind AS.
These financial statements up to the year ended 31st March 2017 were prepared in accordance
with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 ( as
amended) and other relevant provisions of the Act.
b) Historical cost convention
The financial statements have been prepared on an accrual basis and under the historical cost
convention, except for the following:
- Certain financial assets and financial liabilities are measured at fair value
c) Classification of asset and liabilities The classification of assets and liabilities into current and non-current, wherever applicable, are
based on normal operating cycles of business activities of the Company, which is twelve months.
2. Summary Of Significant Accounting Policies:
a) Property, Plant and Equipment:
Freehold land, if any is carried at historical cost. All other items of Property, plant and equipment
are shown at cost less accumulated depreciation and impairment, if any. The cost of an item of
property, plant and equipment comprises its cost of acquisition inclusive of inward freight, duties
and other non refundable taxes or levies and any cost directly attributable to the acquisition of
those items.
Transaction to Ind AS
On transition to Ind AS the Company has elected to continue with the carrying value of all its
property, plant and equipment recognized as at 1st April 2016 measured as per the previous GAAP
(Indian GAAP) and use that carrying value as the deemed cost of property, plant and equipment.
b) Depreciation on tangible fixed assets:
Depreciation on tangible fixed assets is provided using the Straight Line Method as per rate
prescribed by Co. Law.
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 54
c) Revenue Recognition:
Revenue is measured at the fair value of the consideration received or receivable. Gross Sales are
Net of returns, Claims and discount upto 30th June, 2017. GST has been implemented w.e.f 1st July,
2017 and as per AS- 18 the revenue for the year ending 31.03.2018 is reported net of GST.
The Company recognizes Revenue when amount of revenue can be measured reliably and it is
probable that the economic benefits associated with transaction will flow to the entity.
Interest Income is accounted on accrual basis and fixed deposit interest is accounted as per
statement/document issued by bank. d) Inventories
At cost or net realizable value whichever is less.
e) Tax Expenses
Provision for Current Tax is made on the basis of estimated taxable income for the current
accounting period and in accordance with the provisions as per the Income Tax Act, 1961.
Deferred Tax resulting from "Timing Difference" between book and taxable profit for the year is
accounted for using the tax rates and laws that have been enacted or substantially enacted as on the
balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that
there is a reasonable certainty/virtual certainty that the assets will be adjusted in future.
f) Earning Per Share
The Company reports basic and diluted earnings per share in accordance with Accounting Standard
issued by the Institute of Chartered Accountant of India. Basic earnings per share are computed by
dividing the net profit for the year by the Weighted Average Number of equity shares outstanding
during the year. Diluted earnings per share is computed by dividing the net profit for the year by
weighted average number of equity shares outstanding during the year as adjusted for the effects of
all dilutive potential equity shares except where results are anti-dilutive.
g) Impairment of assets
At each balance sheet date an assessment is made whether any indication exists that an assets has
been impaired. If any such indication exists, an impairment loss i.e. the amount by which the
carrying amount of an assets exceeds its recoverable amount is provided in the books of accounts.
h) Borrowing Cost
Borrowing cost that is attributable to acquisition or construction of a qualifying asset is capitalized
as part of cost of such assets. Qualifying assets is one that necessarily takes substantial period of
time to get ready for its intended use. All other borrowing cost is recognized as expenses in the
period in which they are incurred.
i) Cash and Cash Equivalents
For the purpose of presentation in the statement of cash flow, cash and cash equivalents includes
cash in hand, cast at bank and demand deposits with banks with an original maturity of three
months or less which are subject to an in significant risk of change in value.
j) Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a present legal or constructive obligation as a
result of past events, it is probable that an outflow of resources will be required to settle the
obligation and the amount can reliably estimated. Provisions are measured at the present value of
management best estimate of the expenditure required to settle the present obligation at the end of
the reporting period.
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 55
Liabilities which are material and whose future outcome cannot be ascertained with reasonable
certainty are treated as contingent. The Company does not recognize a contingent liability but
discloses its existence in financial statements.
k) Cash Flow Statement
Cash flow are reported using the indirect method, whereby profit for the period is adjusted for the
effects of transactions of a non cash nature, any deferrals or accruals of past or future operating
cash receipts or payments and item of income or expenses associated with investing or financing
cash flows. The cash flow from operating investing and financing activities of the Company are
segregated.
l) Employee Benefits :
- Provident Fund:-
The management is of the opinion that Provident Fund is not applicable to the Company as number
of employees is less than that as required by law.
- Gratuity:-
The provision of gratuity is not made by the Company. However, if payment on account of gratuity
arises due to happening of any incidents as provided under the applicable provisions of law, the
same will be accounted for on cash basis.
- Pension:-
The management is also of the opinion that the payment under Pension Act is not applicable to the
Company.
m) Segment Information:-
Currently, the Company deals in only one reportable segment i.e. trading in different products and hence requirement of Accounting Standard 17 “Segment Reporting” issued by ICAI is not applicable.
n) Rounding of Accounts:-
All amounts disclosed in financial statements and notes have been rounded off to the nearest lakhs
as per the requirement of Schedule III, unless otherwise stated.
o) Investments:-
Acquisition cost of Investment in subsidiary is taken as deemed cost on the date of transition.
For Loonia & Associates
Chartered Accountants
(Registration No.130883W) SD/- Hitesh Loonia
Place: Ahmedabad Proprietor
Date: 30th May, 2018 Membership No. 135424
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 56
2. Property Plant & Equipment
(Rs in lakhs)
Fixed Assets Gross Block Accumulated Depreciation Net Block Balance as at 1st April 2017
Additions Disposals Balance as at 31st March 2018
Balance as at 1st April 2017
Depreciation charge for the year
On disposals
Balance as at 31st March 2018
Balance as at 31st March 2018
Balance as at 31st March 2017
I. Tangible Assets Freehold/Owe use:
a) Office Building - 19.40 - 19.40 - 0.31 - 0.31 19.09 -
1. The Company has elected to continue with the carrying value of all of its property, plant and equipment and intangible assets recognized as April 1,2016 ( the
transition date) measured as per the previous GAAP as its deemed cost as of the transition date
Fixed Assets Gross Block Accumulated Depreciation Net Block
4. NON-CURRENT FINANCIAL ASSETS – LOANS (Rs. In Lakhs) Particulars As at 31st
March 2018 As at 31st March 2017
As at 31st March 2016
a. Security Deposits Unsecured, considered good 0.10 0.10 0.40 b. Advance for Capital Goods Unsecured, considered good 135.00 150.00 206.00 c. Advances recoverable in cash or in kind
Unsecured, considered good 93.32 235.71 294.77 d. Interest Receivable 4.83 4.83 - 233.25 390.64 501.17
5. Other Non Current Assets (Rs. In Lakhs)
Particulars As at 31st March 2018
As at 31st March 2017
As at 31st March 2016
Deferred Revenue Expenditure Opening Balance 3.37 4.49 - Add: Capital Expenditure - - 5.61 Less: Misc Exp to the extent written off 1.12 1.12 1.12
Trade receivables outstanding for a period less than six months from the date they are due for payment
Unsecured, considered good 2.78 2.78 2.78 2.78 2.78 2.78 Trade receivables outstanding for a period exceeding six months from the date they are due for payment
Unsecured, considered good 463.85 - - 463.85 - -
Total 466.63 2.78 2.78
7. CASH AND CASH EQUIVALENTS (Rs. In Lakhs)
Particulars As at 31st March 2018
As at 31st March 2017
As at 31st March 2016
a. Balances with banks 6.54 86.17 2.73
b. Cash on hand 0.63 0.05 1.83 c. Fixed Deposits With Banks - - - 7.17 86.22 4.56
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 59
8. CURRENT FINANCIAL ASSETS – LOANS (Rs. In Lakhs) Particulars As at 31st
March 2018 As at 31st March 2017
As at 31st March 2016
(a) Balances with government authorities Unsecured, considered good (i) GST credit receivable - - - (ii) TDS receivable 1.41 2.05 1.59 (b) Advance Recoverable in cash or in kind or for value to be received
Unsecured, considered good 143.24 9.86 - Total 144.65 11.91 1.59
9. EQUITY SHARE CAPITAL (Rs. in Lakhs)
Particulars As at 31st March 2018
As at 31st March 2017
As at 31st March 2016
Authorised 500.00 500.00 500.00 50,00,000 ( PY 50,00,000) equity shares of Rs. 10/-(Rs. 10/-) each
Issued 50,00,000 ( PY 50,00,000) equity shares of Rs. 10/- (Rs. 10/-) each
500.00 500.00 500.00
Subscribed & Paid up 50,00,000 ( PY 50,00,000) equity shares of Rs. 10/- (Rs.10/-) each
500.00 500.00 500.00
Total 500.00 500.00 500.00 a) Reconciliation of shares outstanding at the beginning and at the end of the reporting year
Particulars No. of shares Rs. In Lakhs As at April 01, 2016 ( Face Value of Rs. 10/- each) 50,00,000 500.00 Changes during the year - - As at March 31, 2017 ( Face value of Rs 10/- each) 50,00,000 500.00 Changes during the year - - As at March 31, 2018 ( Face value of Rs 10/- each) 50,00,000 500.00 b) Terms/ Rights attached to equity shares The Company has one class of equity shares having a par value of Rs. 10/- each. Each holder of equity shares is entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. c) Details of shareholders holding more than 5 % shares in the Company: Name of Shareholder As at 31st March 2018 As at 31st March 2017 No. of Shares held % of Holding No. of Shares held % of Holding Mohan Punjabi 4,00,000 8.00 4,00,000 8.00 Karishma Rohit Jain - - 3,00,000 6.00 Reshmi Rohit Jain - - 3,00,000 6.00
10. OTHER EQUITY (Rs. in Lakhs)
Particulars As at 31st March 2018
As at 31st March 2017
As at 31st March 2016
a. Retained Earning 27.53 14.84 4.08 Total 27.53 14.84 4.08
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11. NON CURRENT FINANCIAL LIABILITIES –BORROWINGS (Rs. in Lakhs) Particulars As at 31st
March 2018 As at 31st March 2017
As at 31st March 2016
Unsecured Loan - From Directors 2.00 2.00 2.00 Total 2.00 2.00 2.00 12. DEFERRED TAX LIABILITIES (NET) (Rs. in Lakhs)
Particulars As at 31st March 2018
As at 31st March 2017
As at 31st March 2016
Timing Difference on Account on Depreciation and other Expenses
0.70 - -
Total 0.70 - - 13. CURRENT FINANCIAL LIABILITIES – BORROWINGS (Rs. in Lakhs)
Particulars As at 31st March 2018
As at 31st March 2017
As at 31st March 2016
Unsecured Loan Corporate Borrowing 121.28 - - Total 121.28 - - 14. TRADE PAYABLE (Rs. in Lakhs)
Particulars As at 31st March 2018
As at 31st March 2017
As at 31st March 2016
Micro, Small and Medium Enterprises - - - Others 456.54 4.66 5.07 Total 456.54 4.66 5.07
15. PROVISIONS (Rs. in Lakhs)
Particulars As at 31st March 2018
As at 31st March 2017
As at 31st March 2016
(a) Provision for employee benefits
Salary Payable - - - (b) Others (i) Statutory Tax 2.55 - 0.20 (ii) Provision for Income Tax 5.75 5.25 1.75 (iii) Others - 3.31 1.60 Total 8.30 8.56 3.55
16. REVENUE FROM OPERATIONS (Rs. in Lakhs)
Particulars 31st March, 2018 31st March, 2017 Sale of products 1,687.42 155.34 Sale of Services - - Total 1,687.42 155.34
17. OTHER INCOME (Rs. in Lakhs)
Particulars 31st March, 2018 31st March, 2017 Interest Income 14.60 20.67 Short/ Excess Provision written off - 0.18 Total 14.60 20.85
18. Employee Benefit Expenses (Rs. in Lakhs)
Particulars 31st March, 2018 31st March, 2017
Salaries and Bonus 2.68 1.26 Total 2.68 1.26
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19. Finance Cost (Rs. in Lakhs) Particulars 31st March 2018 31st March 2017
Interest expense 12.46 0.00 Bank Charges 0.02 0.02
Total 12.48 0.02 20. Other Expenses (Rs. in Lakhs)
Particulars 31st March 2018 31st March 2017 Audit Fee 0.30 0.30 Advertisement Exp 0.15 0.00 Legal & Professional Fees 0.22 0.67 Connectivity Charges 0.99 0.76 Listing Fees 3.35 2.30 ROC Filing Fees 0.38 0.00 Electricity Exp 0.12 0.00 Office Expenses 0.78 0.51 Rent, Rates and Taxes 0.18 1.67 Freight Paid 0.04 0.66 Telephone Exp 0.18 0.00 Misc. Exp to the extent written off 1.12 1.12 Travelling Expenses 0.33 0.21 Prior Period Exp 0.09 0.19 Total ( A + B + C) 8.23 8.38 21. Earning Per Share (Rs. in Lakhs)
Particulars 31st March 2018 31st March 2017 Net Profit attributable to Equity Share Holder 12.69 10.77 Weighted Average Number of Equity Shares Outstanding During the year ( Numbers) 50,00,000 50,00,000 Face Value Per Equity Share 10.00 10.00 Basic Earning Per Share 0.25 0.22 Diluted Earning Per Share 0.25 0.22
22. Contingent Liabilities: NIL
23. Deferred Tax: In conformity with Accounting Standard No. 22 issued by The Institute of Chartered Accountants of India on "Accounting for Taxes on Income", the Company has provided for net deferred tax liability during the year amounting to Rs. 0.70 Lakhs (P.Y. Nil)
24. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of
the value stated if realised in the ordinary course of business. The Provision for all known liabilities is adequate and not in excess of amount reasonably necessary
25. The information as required to be disclosed under the micro, small and medium enterprises has been
not received so far so the discloser requirement for balance outstanding, interest paid, payable as at the year-end as required by the Act, has not been given.
26. Related Party Transactions:
Disclosures as required by Accounting Standards (Ind AS-24) “Related Party Disclosure” are given below”.
a. Key Managerial Personnel & Managing Director:
Mayank Agrawal# Chairman & Managing Director
Mohan Punjabi## Promoter & Managing Director
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Shailesh Prajapati### Managing Director
Vinay Jain* Company Secretary
Kiran Prajapati** Company Secretary
Mohan Punjabi Promoter & Managing Director
Shailesh Prajapati*** Chief Financial Officer
#w.e.f.13.06.2018 he has resigned from the post of the Managing Director & Director of the Company. ##w.e.f. 08.05.2017 he has resigned from the post of the Managing Director of the Company. ###w.e.f. 13.06.2018 he is appointed as Managing Director of the Company. *w.e.f 04.10.17 Mr. Vinay Kumar Jain has resign from the post of Company Secretary. **w.e.f. 11.10.2017 Ms. Kiran prajapati is acting as Company secretary. ***w.e.f. 31.07.2018 Mr. Shailesh Prajapati is appointed as CFO. b. Companies/ Firm in which Director having significant interest: NIL c. Transaction During the Year:
Sr. No Particulars 2017-18 2016-17
1 Outstanding Credit Balance
Mohan Punjabi 2.00 2.00
27. Trade Receivable and Trade Payable are subject to confirmation. 28. Previous Years Figures have been re-grouped/ re-arranged wherever consider necessary. The
Companies has complied the above accounts based on the revised/modified schedule III as applicable for the accounting period 2017-18. The disclosure requirements are made in the notes to accounts for by way of additional statements. The other disclosure required by the Companies Act, are made in the notes to accounts.
29. Loans and advances include Rs. 30.00 Lakhs (P.Y. 30.00 Lakhs) which are doubtful of recovery for
which no provisions have been made by the Company. 30. First Time Adoption of IND-AS:
These financial statements, for the year ended March 31, 2018, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2016, as amended.
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ended on March 31, 2018, together with the comparative period data as at and for the year ended March 31, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 1, 2016, the Company’s date of transition to Ind AS.
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
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Independent Auditors’ Report
To The Members of GBL Industries Limited Report on the Consolidated Indian Accounting Standards (Ind AS) Financial Statements We have audited the accompanying consolidated Ind AS standalone Financial Statements of GBL Industries Limited (“hereafter referred to as the Holding Company”), and its subsidiary Rahul Papers India Private Limited (the Holding Company and its subsidiary together referred to as “the Group”) which comprise of the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind
AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to
as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial
performance, and changes in equity of the Group in accordance with accounting principles generally
accepted in India including the Indian Accounting Standards specified in the Companies (Indian
Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. The Holding Company’s
Board of Directors is also responsible for ensuring accuracy of records including financial information
considered necessary for the preparation of consolidated Ind AS financial statements. The respective
Board of Directors of the companies included in the Group are responsible for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group
and for preventing and detecting frauds and other irregularities; the selection and application of
appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and
the design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error, which has been used for the purpose of
preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as
aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on
our audit. We have taken into account the provisions of the Act, the accounting and auditing standards
and matters which are required to be included in the audit report under the provisions of the Act and the
Rules made there under. We conducted our audit of the consolidated Ind AS financial statements in
accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as
specified under Section 143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the consolidated Ind AS financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Holding Company’s preparation of the consolidated Ind AS financial statements
that give a true and fair view, in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the Holding Company’s management and Board of
Directors, as well as evaluating the overall presentation of the financial statements. We believe that the
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
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audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the consolidated Ind AS financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors
in terms of their reports referred to in sub-paragraph of the Other Matters paragraph below, is sufficient
and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.
Opinion:
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India of the state of affairs of the Group as at March 31, 2018 and its profit including other comprehensive income, and the changes in equity for the year ended on that date. Other Matters
We did not audit the financial statements of the subsidiary Company whose financial statements reflect
total assets of Rs. 2051.39 Lakhs and net assets of Rs. 609.90 Lakhs , total revenue of Rs. 5742.58 Lakhs,
Net Profit after tax of Rs. 37.99 Lakhs, as considered in the consolidated Ind AS financial statements.
These financial statements have been audited by other auditor whose reports have been furnished to us
by the Management, and our opinion on the consolidated Ind AS financial statements in so far as it
relates to the amounts and disclosures included in respect of the subsidiary Company and our report in
terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary, is
based solely on the reports of the other auditors.
Our opinion on the consolidated Ind AS financial statements and our report on Other Legal and
Regulatory Requirements below, is not modified in respect of the above matters with respect to our
reliance on the work done and the reports of the other auditors.
The Company had acquired 1,60,000 equity shares of M/s Rahul Papers India(P) Ltd i.e 51.76 % equity
of the Company on 11th October, 2017 and becomes the holding Company of M/s Rahul Papers India(P)
Ltd. In view of this, comparative financial information of the Group for the year ended March 31 2017
and the transition date opening balance sheet as at April 1, 2016 are not provided as at that period the
Group does not exit holding subsidiary relation and therefore figures for the year ended March 31 2018
are only provided in these Consolidated Ind AS financial statements.
We have not provided consolidated Cash Flow Statement for the year ended March 31 2018 on account
of first year of consolidation of the Group.
Report on Other Legal and Regulatory Requirements:
As required by section 143(3) of the Act, we further report that:
(i) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated Ind AS financial statements.
(ii) In our opinion, proper books of account as required by law maintained by the Holding Company, its subsidiary included in the Group, incorporated in India including relevant records relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and records of the Holding Company and the reports of the other auditors.
(iii) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other comprehensive income) and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained by the Holding Company, its subsidiary included in the Group, incorporated in India including relevant records relating to the preparation of the consolidated Ind AS financial statements.
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
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(iv) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.;
(v) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2018 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary company, incorporated in India, none of the directors of the Group companies is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
(vi) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company, its subsidiary company incorporated in India, and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
(vii) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
• The consolidated Ind AS financial statements disclose the impact, if any, of pending litigations as at March 31, 2018 on the consolidated financial position of the Group under Notes to Accounts to the consolidated Ind AS financial statements.
• The group has long-term contracts as at March 31, 2018 for which there were no material foreseeable losses. The group did not have any derivative contracts as at March 31, 2018.
• There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the holding Company and subsidiary company incorporated in India during the year ended March 31, 2018.
• The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018
Consolidated Balance Sheet as at 31st March, 2018 (Rs. in Lakhs)
Particulars Note As At
31.03.2018
I ASSETS 1 Non-current Assets
a) Property, Plant & Equipment 2 57.83 b) Capital Work-in-Progress 38.62 c) Goodwill 22.17 d) Financial Assets:
(i) Investments - (ii) Loans 3 233.25 e) Other non-current assets 4 2.25 Total Non-Current Assets 354.12 2 Current Assets
a) Inventories 5 254.69 b) Financial Assets:
(i) Trade Receivables 6 1,649.58 (ii) Cash and cash equivalents 7 43.21 (iii) Loans 8 667.50 Total Current Assets 2,614.99 Total Assets ( 1+ 2) 2,969.11
I EQUITY & LIABILITIES
A Equity
a) Equity Share Capital 9 500.00 b) Other Equity 10 65.52 Total Equity 565.52
B Non Controlling Interest 220.52
C Liabilities
1 Non -current Liabilities
a) Financial Liabilities:
(i) Borrowings 11 154.32 (ii) Trade Payable - b) Provisions - c) Deferred Tax Liabilities ( Net) 12 1.15 Total Non-Current Liabilities 155.47 2 Current Liabilities
a) Financial Liabilities:
(i) Borrowings 13 705.36 (ii) Trade payables 14 1,294.39 (iii) Other Financial Liabilities ( Current Maturities of Long Term Debt)
-
b) Other Current Liabilities 2.01 c) Provisions 15 25.84
Total Current Liabilities 2,027.60 Total Liabilities ( 1+2) 2,183.07
Total Equity & Liabilities (A +B+C) 2,969.11 As per our Report of even date For and on behalf of the Board For, Loonia and Associates GBL Industries Limited Chartered Accountants Hitesh Loonia SD/- SD/- SD/- M. No. 135424 Kiran Prajapati Mayank Agarwal Dhiral Dave Firm Reg. No. 130883W Company Secretary Managing Director Director
As per our Report of even date For and on behalf of the Board For, Loonia and Associates GBL Industries Limited Chartered Accountants
Hitesh Loonia SD/- SD/- SD/- M. No. 135424 Kiran Prajapati Mayank Agarwal Dhiral Dave Firm Reg. No. 130883W Company Secretary Managing Director Director
Consolidated Profit and Loss statement for the year ended 31st March,2018 (Rs. In Lakhs)
Particulars Note For the year ended 31st March 2018
I. Revenue from operations 16 7,415.66 II. Other income 17 28.94
III. Total Revenue (I + II) 7,444.60 IV. Expenditure
Purchase of Traded Goods 7,401.19 Changes in inventories of finished goods (134.41) Employee benefits expense 18 19.19
Finance costs 19 40.11 Depreciation and amortization expense 7.37 Other expenses 20 39.40 Total expenses 7,372.85
V. Profit before tax (III- IV) 71.76 VI. Tax expense:
(1) Current tax 19.84 (2) Deferred tax 1.24
VII Profit (Loss) for the year (V-VI) 50.68 VIII Other Comprehensive Income
Items that will not be/ will be reclassified to Profit or Loss in subsequent years
-
Income Tax relating to these items - Total Comprehensive Income for the Period (Comprising Profit and
Other Comprehensive Income for the period) -
IX Total Profit for the year attributable to
Owners of the Company 32.35 Non Controlling Interest 18.33 Total Income for the Period 50.68
IX Earnings per equity share: (face value of Rs 10/- each)
(1) Basic 1.01 (2) Diluted 1.01
See accompanying Notes forming part of the Financial Statements
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GBL Industries Limited CIN: L24117GJ1985PLC007985
Statement of changes in Equity for the year ended March 31, 2018
C. Equity Share Capital
Particulars Rs. In Lakhs At 31st March 2017 500.00 Changes in Equity share Capital - As at 31st March 2018 500.00
D. Other Equity
For the year ended 31st March 2018 Rs. In Lakhs
Particulars Retained Earning Total Other Equity
As at 01st April 2017 14.84 14.84 Profit for the year 14.84 14.84 Adjustment if any - - At 31st March 2018 29.68 29.68
As per our Report of even date For and on behalf of the Board For, Loonia and Associates GBL Industries Limited Chartered Accountants SD/- Hitesh Loonia SD/- SD/- SD/- M. No. 135424 Kiran Prajapati Mayank Agarwal Dhiral Dave Firm Reg. No. 130883W Company Secretary Managing Director Director
Notes Forming Part of Financial Statements for the year ended 31st March, 2018:
NOTE 1:- SIGNIFICANT ACCOUNTING POLICIES
III. Corporate Information
GBL Industries Limited (Formerly Known As Gujarat Bitumen Limited) (“the Company”) and
its subsidiary Company Rahul Paper India Pvt Ltd comprise the Group. GBL Industries
Limited established in 1985 and listed on BSE Limited. The registered office of the Company
is situated at F-901, Titanium City Centre, Near Sachin Tower, 100 Ft Road, Satellite,
Ahmedabad– 380015. The Company business activity is to deal in in the trading sector. The
Company had acquired 1,60,000 equity shares of M/s Rahul Papers India(P) Ltd i.e 51.76 %
equity on 11th October, 2017 and becomes the holding Company of M/s Rahul Papers
India(P) Ltd.
IV. SIGNIFICANT ACCOUNTING POLICIES
This note provides a list of the significant accounting policies adopted in the preparation of
these consolidated financial statements. These policies have been consistently applied to all
the periods, presented, unless otherwise stated.
1. Basis of Preparation:
d) Compliance with Ind AS
This financial statements comply in all material aspects with Indian Accounting Standards
(Ind AS) notified under Section 133 of the Companies Act, 2013 ( the Act) Companies ( Indian
Accounting Standard) Rules 2015 and other reliant provision of the Act. These financial
statements are the first financial statements under Ind AS.
e) Historical cost convention The financial statements have been prepared on an accrual basis and under the historical
cost convention, except for the following:
1. Certain financial assets and financial liabilities are measured at fair value
f) Classification of asset and liabilities The classification of assets and liabilities into current and non-current, wherever applicable,
are based on normal operating cycles of business activities of the Company, which is twelve
months.
2. Summary Of Significant Accounting Policies:
p) Property, Plant and Equipment:
Freehold land, if any is carried at historical cost. All other items of Property, plant and
equipment are shown at cost less accumulated depreciation and impairment, if any. The cost
of an item of property, plant and equipment comprises its cost of acquisition inclusive of
inward freight, duties and other non refundable taxes or levies and any cost directly
attributable to the acquisition of those items.
Transaction to Ind AS
On transition to Ind AS the Company has elected to continue with the carrying value of all its
property, plant and equipment recognized as at 1st April 2016 measured as per the previous
GAAP ( Indian GAAP) and use that carrying value as the deemed cost of property, plant and
equipment.
q) Depreciation on tangible fixed assets:
Depreciation on tangible fixed assets of holding Company is provided using the Straight Line
Method as per rate prescribed by Co. Law. Depreciation on tangible fixed assets of its
subsidiary Company is provided using Written Down Value Method as per rate prescribed by
the Act.
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r) Revenue Recognition:
Revenue is measured at the fair value of the consideration received or receivable. Gross Sales
are Net of returns, Claims and discount upto 30th June, 2017. GST has been implemented w.e.f
1st July, 2017 and as per AS- 18 the revenue for the year ending 31.03.2018 is reported net of
GST.
The Company recognizes Revenue when amount of revenue can be measured reliably and it
is probable that the economic benefits associated with transaction will flow to the entity.
Interest Income is accounted on accrual basis and fixed deposit interest is accounted as per
statement/document issued by bank.
s) Inventories
At cost or net realizable value whichever is less
t) Tax Expenses
Provision for Current Tax is made on the basis of estimated taxable income for the current
accounting period and in accordance with the provisions as per the Income Tax Act, 1961.
Deferred Tax resulting from "Timing Difference" between book and taxable profit for the year
is accounted for using the tax rates and laws that have been enacted or substantially enacted
as on the balance sheet date. The deferred tax asset is recognized and carried forward only to
the extent that there is a reasonable certainty/virtual certainty that the assets will be adjusted
in future.
u) Earning Per Share
The Company reports basic and diluted earnings per share in accordance with Accounting
Standard issued by the Institute of Chartered Accountant of India. Basic earnings per share
are computed by dividing the net profit for the year by the Weighted Average Number of
equity shares outstanding during the year. Diluted earnings per share is computed by dividing
the net profit for the year by weighted average number of equity shares outstanding during
the year as adjusted for the effects of all dilutive potential equity shares except where results
are anti-dilutive.
v) Impairment of assets
At each balance sheet date an assessment is made whether any indication exists that an
assets has been impaired. If any such indication exists, an impairment loss ie. the amount by
which the carrying amount of an assets exceeds its recoverable amount is provided in the
books of accounts.
w) Borrowing Cost
Borrowing cost that is attributable to acquisition or construction of a qualifying asset is
capitalized as part of cost of such assets. Qualifying assets is one that necessarily takes
substantial period of time to get ready for its intended use. All other borrowing cost is
recognized as expenses in the period in which they are incurred.
x) Cash and Cash Equivalents
For the purpose of presentation in the statement of cash flow, cash and cash equivalents
includes cash in hand, cast at bank and demand deposits with banks with an original
maturity of three months or less which are subject to an in significant risk of change in value.
y) Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a present legal or constructive obligation
as a result of past events, it is probable that an outflow of resources will be required to settle
the obligation and the amount can reliably estimated. Provisions are measured at the present
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
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value of management best estimate of the expenditure required to settle the present
obligation at the end of the reporting period.
Liabilities which are material and whose future outcome cannot be ascertained with
reasonable certainty are treated as contingent. The Company does not recognize a contingent
liability but discloses its existence in financial statements.
z) Cash Flow Statement
Cash flow are reported using the indirect method, whereby profit for the period is adjusted
for the effects of transactions of a non cash nature, any deferrals or accruals of past or future
operating cash receipts or payments and item of income or expenses associated with
investing or financing cash flows. The cash flow from operating investing and financing
activities of the Company are segregated.
aa) Employee Benefits :
2. Provident Fund:- The management is of the opinion that Provident Fund is not applicable to the Company
as number of employees is less than that as required by law.
3. Gratuity:- The provision of gratuity is not made by the Company. However, if payment on account
of gratuity arises due to happening of any incidents as provided under the applicable
provisions of law, the same will be accounted for on cash basis.
4. Pension:- The management is also of the opinion that the payment under Pension Act is not
applicable to the Company.
bb) Segment Information:-
Currently, the Group deals in only one reportable segment i.e. Trading in different products and hence requirement of Accounting Standard 17 “Segment Reporting” issued by ICAI is not applicable.
cc) Rounding of Accounts:-
All amounts disclosed in financial statements and notes have been rounded off to the nearest
lakhs as per the requirement of Schedule III, unless otherwise stated.
3. Non-Current Financial Assets – Loans (Rs. in Lakhs)
4. Other Non Current Assets (Rs. in Lakhs)
Particulars As at 31st March 2018
Deferred Revenue Expenditure Opening Balance 3.37
Add: Capital Expenditure - Less: Misc Exp to the extent written off 1.12
Closing Balance 2.25 5. Inventories (Rs. in Lakhs)
Particulars As at 31st March 2018
Cost or Net Realisable value which ever lower
Finished Goods 254.69
( As certified by the management)
Total 254.69 6. Trade Receivables (Rs. in Lakhs)
Particulars As at 31st March 2018
Trade receivables outstanding for a period more than six months from the date they are due for payment
Unsecured, considered good 2.78
2.78
Trade receivables outstanding for a period less than six months from the date they are due for payment
Unsecured, considered good 1,646.80
1,646.80 Total 1,649.58
7. Cash and Cash Equivalents ( Rs. in Lakhs) Particulars As at 31st March 2018
a. Balances with banks 39.38
b. Cash on hand 3.84
c. Fixed Deposits With Banks -
Total 43.21
Particulars As at 31st March 2018
a. Security Deposits
Unsecured, considered good 0.10
b. Advance for Capital Goods Unsecured, considered good 135.00 c. Advances recoverable in cash or in kind Unsecured, considered good 93.32
d. Interest Receivable 4.83
Total 233.25
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8. Current Financial Assets – Loans (Rs. in Lakhs)
9. Other Current Assets (Rs. in Lakhs) Particulars As at 31st March 2018 (a) Balances with government authorities
Unsecured, considered good
(i) GST credit receivable - (ii) TDS receivable 1.41 (b) Advance Recoverable in cash or in kind or for value to be received Unsecured, considered good
Advance against property 255.78
Advance recoverable in cash or in kind 365.74
Total 622.93
9. EQUITY SHARE CAPITAL (Rs. in Lakhs) Particulars As at 31st March 2018
Authorised
50,00,000 ( PY 50,00,000) equity shares of Rs. 10/- ( Rs. 10/-) each 500.00 Issued
50,00,000 ( PY 50,00,000) equity shares of Rs. 10/- (Rs. 10/-) each 500.00 Subscribed & Paid up
50,00,000 ( PY 50,00,000) equity shares of Rs. 10/- (Rs. 10/-) each 500.00 Total 500.00
a) Reconciliation of shares outstanding at the beginning and at the end of the reporting year
Particulars No. of Shares Rs. In Lakhs
As at March 31, 2017 ( Face value of Rs 10/- each) 50,00,000 500.00
Changes during the year - -
As at March 31, 2018 ( Face value of Rs 10/- each) 50,00,000 500.00
b) Terms/ Rights attached to equity shares
The Company has one class of equity shares having a par value of Rs. 10/- each. Each holder of equity
shares is entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive
remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
Particulars As at 31st March 2018
(a) Balances with government authorities
Unsecured, considered good
(i) GST credit receivable 8.66 (ii) Income Tax / TDS receivable 2.15 (b) Security Deposits Unsecured, considered good 34.73
(c ) Prepaid Insurance 0.44 (d) Advance Recoverable in cash or in kind or for value to be received Unsecured, considered good
Advance against property 255.78
Advance recoverable in cash or in kind 365.74
Total 667.50
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
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c) Details of shareholders holding more than 5 % shares in the Company:
Name of Shareholder As at 31 March 2018
No. of Shares held % of Holding
Mohan Punjabi 4,00,000 8.00
10. OTHER EQUITY (Rs. in Lakhs) Particulars As at 31st March 2018
a. Retained Earning 65.52
Total 65.52
11. Non Current Financial Liabilities -Borrowings (Rs. in Lakhs)
Particulars As at 31st March 2018
Unsecured Loan - From Directors 2.00
Loan from Shareholders & Inter Corporate Deposits 152.32
Total 154.32
12. Deferred Tax Liabilities (Net) (Rs. in Lakhs)
Particulars As at 31st March 2018
Timing Difference on Account on Depreciation and other Expenses 1.15
Total 1.15
13. Current Financial Liabilities - Borrowings (Rs. in Lakhs) Particulars As at 31st March 2018
Unsecured Loan
Corporate Borrowing 121.28
Secured Loan
Bank Overdraft A/c 340.08
Mortgage Loan
(Secured with property , current assets and personal guarantee of directors
and relatives)
244.00
Total 705.36
14. Trade Payable (Rs. in Lakhs) Particulars As at 31st March 2018 Sundry Creditors
Micro, Small and Medium Enterprises - Others 1,208.98
Advance from Customers 85.41
Total 1,294.39
15. Provisions (Rs. in Lakhs) Particulars As at 31st March 2018
(a) Provision for employee benefits
Salary Payable - (b) Others
(i) Statutory Tax 5.98
(ii) Provision for Income Tax 19.84
(iii) Others 0.02 Total 25.84
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 78
16. Revenue from Operations (Rs. in Lakhs) Particulars As at 31st March 2018
Sale of products 7,415.66 Sale of Services - Total 7,415.66 17. Other Income (Rs. in Lakhs) Particulars As at 31st March 2018
Interest Income 16.73 Discount/ Rate Difference 12.19 Misc Income 0.03 Short/ Excess Provision written off -
Total 28.94 18. Employee Benefit Expenses (Rs. in Lakhs) Particulars As at 31st March 2018 Salaries and Bonus 16.19 Director Remuneration 3.00 Total 19.19
19. Finance Cost (Rs. in Lakhs) Particulars As at 31st March 2018
Interest expense 35.68
Bank Charges 4.43
Total 40.11
20. Other Expenses (Rs. in Lakhs) Particulars As at 31st March 2018 Audit Fee 0.54 Advertisement Exp 0.15 Legal & Professional Fees 1.38 Connectivity Charges 0.99 Listing Fees 3.35 Insurance Exp 9.79
Misc. Exp to the extent written off 1.12 Travelling Expenses 0.47 Prior Period Exp 0.09 Misc Expenses 0.07
Total ( A + B + C) 39.40
21. Earning Per Share (Rs. in Lakhs) Particulars As at 31st March 2018 Net Profit attributable to Equity Share Holder 50.68
Weighted Average Number of Equity Shares -
Outstanding During the year ( Numbers) 50,00,000
Face Value Per Equity Share 10.00
Basic Earning Per Share 1.01
Diluted Earning Per Share 1.01
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 79
22. Contingent Liabilities: NIL
23. Deferred Tax:
In conformity with Accounting Standard No. 22 issued by The Institute of Chartered Accountants of India
on "Accounting for Taxes on Income", the Company has provided for net deferred tax liability during the
year amounting to Rs. 1.24 lakhs (P.Y. Nil)
24. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of
the value stated if realised in the ordinary course of business. The Provision for all known liabilities is
adequate and not in excess of amount reasonably necessary
25. The information as required to be disclosed under the micro, small and medium enterprises has been
not received so far so the discloser requirement for balance outstanding, interest paid, payable as at the
year-end as required by the Act, has not been given.
26. Related Party Transactions:
Disclosures as required by Accounting Standards (Ind AS-24) “Related Party Disclosure” are given below”. a. Key Managerial Personnel & Managing Director: Mayank Agrawal# Chairman & Managing Director
Mohan Punjabi## Promoter & Managing Director
Shailesh Prajapati### Managing Director
Vinay Jain* Company Secretary
Kiran Prajapati** Company Secretary
Mohan Punjabi Promoter & Managing Director
Shailesh Prajapati*** Chief Financial Officer
#w.e.f.13.06.2018 he has resigned from the post of the Managing Director & Director of the Company. ##w.e.f. 08.05.2017 he has resigned from the post of the Managing Director of the Company. ###w.e.f. 13.06.2018 he is appointed as Managing Director of the Company. *w.e.f 04.10.17 Mr. Vinay Kumar Jain has resignfrom the post of Company Secretary. **w.e.f. 11.10.2017 Ms. Kiran prajapati is acting as Company secretary. ***w.e.f. 31.07.2018 Mr. Shailesh Prajapati is appointed as CFO.
Subsidiary Company
Rahul Kothari Director Manoharlal Kothari Director Bhavesh Kothari Director
b. Companies/ Firm in which Director having significant interest
Holding Company NIL
Subsidiary Company
Rahul Traders Proprietor firm of Director Mahavir Paper trading Company Proprietor firm of Director
c. Relative Party
Madhudevi Kothari Director Relative
GBL INDUSTRIES LIMITED ANNUAL REPORT 2017-18
Page 80
d. Transaction During the Year
Sr .No Particulars 2017-18 Nature
1 Madhudevi Kothari 9.00 Rent
2 Mahavir Paper trading Company 137.90 Purchase
3 Rahul Kothari 3.00 Remuneration
4 Rahul Traders 142.20 Purchase
27. Trade Receivable and Trade Payable are subject to confirmation
28. The Holding Company had acquired 1,60,000 equity shares of Rahul Papers India Pvt Ltd on 11th
October, 2017 by acquiring 51.76 % equity and therefore previous year figure.
29. Loans and advances include Rs. 30.00 lakhs (P.Y. 30.00 lakhs) which are doubtful of recovery for
which no provisions have been made by the Company.
30. First Time Adoption of IND-AS
These financial statements, for the year ended March 31, 2018, are the first the Company has prepared in
accordance with Ind AS and accordingly the Company has prepared financial statements which comply
with Ind AS applicable for periods ended on March 31, 2018.
GBL INDUSTRIES LIMITED (Formerly Known as GUJARAT BITUMEN LIMITED)
CIN: L24117GJ1985PLC007985 Regd. Off: F-901, Titanium City Centre, Nr. Sachin Tower, 100Ft Road, Satellite, Ahmedabad-380015
ANNUAL GENERAL MEETING-2018 I hereby certify that I/we a Registered Shareholder/Proxy for the registered Shareholder of the Company. I/we hereby record my presence at the 32nd Annual General Meeting of the Company at the Registered Office of the Company situated at F-901, Titanium City Centre, Near Sachin Tower, 100ft Road, Satellite, Ahmedabad-380015 on Saturday, 29th September, 2018 at 12:00 Noon.
Note: Please bring the attendance slip to the meeting and handover at the entrance dully filled in.
Members may please note the user id and password given below for the purpose of e-voting in terms of Section 108 and applicable provisions of the Companies Act, 2013 and rules.
Electronic Voting Particulars
EVSN (Electronic Voting Sequence No.)
User ID Password
180904108
GBL INDUSTRIES LIMITED (Formerly Known as GUJARAT BITUMEN LIMITED)
CIN: L24117GJ1985PLC007985 Regd. Off: F-901, Titanium City Centre, Nr. Sachin Tower, 100Ft Road, Satellite, Ahmedabad-380015
FORM NO. MGT-11 [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of Member(s):
Registered Address:
Email Id:
*DP Id
Regd. Folio No./*Client Id. (*Applicable for Members holding shares in electronic form)
I/ We, being the member(s) of _________shares of the above named company, hereby appoint below at Sr. No. 1 or failing him Sr. No. 2 or failing him Sr. No. 3.
Sr. No. Name of Proxy(ies) Address & Email ID Signature
1
2
3
as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 32nd Annual General Meeting of the Company, to be held on Saturday, 29th September, 2018 at 12:00 Noon at the registered office of the Company at F-901, Titanium City Centre, Near Sachin Tower, 100ft Road, Satellite, Ahmedabad-380015, Gujarat and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No.
Resolutions For Against
Ordinary Business
1. To consider and adopt Audited Financial Statement, Reports of Board of directors and Auditors.
2. Reappointment of Mr. Shailesh Prajapati as a Director, who retires by rotation.
Special Business
3. Reclassification of Promoter/Promoter Group of the Company
4. Appointment of Mrs. Shilpa Kamleshbhai Solanki as a Non-Executive Independent Director of the Company
5. Appointment of Mr. Piyush Jayantilal Shah as a Non-Executive Independent Director of the Company
6. Appointment of Mr. Shailesh Harivadan Prajapati as a Managing Director of the Company
Signed this ___________________ day of _______________ 2018.
Signature of Shareholder(s): _____________________________________
Signature of Proxy holder(s): _____________________________________
Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
2. It is optional to put ’x’ in the appropriate column against the resolutions indicated in the box. If you leave the ’For’ or ‘Against’ column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
3. Please complete all details including details of Member(s) before submission.
