To,
The Members,
GOPAL IRON & STEEL COMPANY (GUJARAT) LIMITED
Your Directors have pleasure in presenting their 31st Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2025.
1. FINANCIAL SUMMERY:
The summarized Audited Standalone Financial Performance of your Company for the
Financial Year 2024-25 and the previous Financial Year 2023-24 is tabled below:
| PARTICULARS |
2024-25 |
2023-24 |
| Revenue from Operations |
315.83 |
419.38 |
| Other income |
0 |
10.65 |
| Total Income |
315.83 |
430.03 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax
Expense |
-2.03 |
5.52 |
| Less: Depreciation |
0.13 |
0 |
| Profit/loss before Finance Costs, Exceptional items and Tax Expense |
-2.16 |
5.52 |
| Less: Finance Cost |
0.26 |
0 |
| Profit/loss before Exceptional items and Tax Expense |
(2.42) |
5.52 |
| Less: Exceptional Items |
- |
- |
| Profit / (Loss) Before Tax |
(2.42) |
5.52 |
| Provision for Tax & Deferred Tax |
- |
- |
| Profit / (Loss) After Tax |
(2.42) |
5.52 |
| Other Comprehensive income (net of tax effect) |
0 |
0 |
| Total Comprehensive income |
(2.42) |
5.52 |
2. PERFORMANCE EVALUATION:
Total Turnover of the Company during the financial year 2024-25 was Rs. 315.83 Lakhs
which was decreased by as compared to Total Turnover of immediately preceding financial
year 2023-24. The company will strive to improve its performance in long term prospects
based on actual pace of global economy and is hopeful to achieve growth in upcoming years.
3. STATE OF AFFAIRS OF THE COMPANY:
Gopal Iron and Steels Company (Gujarat) Limited (the company) is a public company
domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its
shares are listed on Bombay Stock Exchange in India. The company is engaged in the
manufacturing of SS/MS bars, MS Sections, ERW Pipes and other iron and steel items. The
company caters domestic market.
SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The Company is currently
engaged in only one business i.e. SS/MS bars, MS Sections, ERW Pipes and other iron and
steel items. Accordingly, there is no segments of business activity of the Company
CHANGE IN STATUS OF THE COMPANY: The status of the company has not been changed
during the financial year 2024-25.
CHANGE IN THE FINANCIAL YEAR: The Company has not changed its financial year
during the year.
CAPITAL EXPENDITURE PROGRAMMES: Not Applicable
DETAILS AND STATUS OF ACQUISITION, MERGER, EXPANSION MODERNIZATION AND
DIVERSIFICATION: Not Applicable
DEVELOPMENTS, ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL PROPERTY
RIGHTS: Not Applicable
ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY: Not
Applicable
No material events have occurred during the financial year 2024-25 which impact on the
affairs of the Company.
4. DIVIDEND:
Due to accumulated losses in the Company, the directors did not recommend any Dividend
for the Financial Year 2024-25 under review.
5. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES;
Due to loss in the current financial year 2024-25, the company is not required to
transfer any amount to Reserves account.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Company is having dynamic, qualified, experienced, committed and versatile
professionals in the Management of the Company. The Composition of Board of Director
during the financial year 2024-25 under review is as follows:
| NAME OF KEY MANAGERIAL PERSONNEL |
DESIGNATION |
| MRS. KUNDANBEN PATEL* |
MANAGING DIRECTOR |
| MR. PRABHUBHAI PATEL |
DIRECTOR |
| MR. MUKESH JANI |
INDEPENDENT DIRECTOR |
| MR. PRAFFUL BURAD |
INDEPENDENT DIRECTOR |
| MR. BALDEVBHAI GOPALBHAI PATEL |
CHIEF FINANCIAL OFFICER |
| MS. POOJA PREMAL MEHTA |
COMPANY SECRETARY AND COMPLIANCE OFFICER |
The Board of Directors of your Company are fully committed to steering the organization
for longterm success through setting of strategies, delegating responsibilities and
providing an overall direction to the business, while effectively managing risks and
ensuring high quality of governance by keeping the Company on the path of Sustainable
growth and development.
*In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Mrs. Kundanben
Bhaveshbhai Patel (DIN: 03063504), Director of the Company retires by rotation at this
ensuing Annual General Meeting and has offered herself for reappointment.
In the financial year 2024-25, the tenure of Mr. Rakeshkumar Moghariya, Independent
Director, concluded, and he ceased to hold office upon the completion of his term at the
previous year's Annual General Meeting.
Further, all the Directors of the Company have confirmed that they are not disqualified
from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/Committee of the Company.
The Company has received declarations from all the Independent Director of the Company
confirming that they meet with the criteria of independence as prescribed under
sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of
SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with
the Code for Independent Directors prescribed in Schedule IV to the Act.
7. MEETINGS:
During the year Four (4) Board Meetings and Four (4) Audit Committee Meetings were
convened and held. The dates on which the said Board meetings were held:
| S.N. |
BM |
AC |
SRC |
NRC |
ID |
| 1 |
27-05-2024 |
27-05-2024 |
30-06-2024 |
13-08-2024 |
06-02-2025 |
| 2 |
13-08-2024 |
13-08-2024 |
30-09-2024 |
|
|
| 3 |
11-11-2024 |
11-11-2024 |
31-12-2024 |
|
|
| 4 |
01-02-2025 |
01-02-2025 |
31-03-2025 |
|
|
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
8. COMMITTEES:
The company has several committees which have been established as a part of best
corporate governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statues.
The Board has constituted following Committees.
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholder's Relationship Committee
The details with respect to the compositions, powers, roles, terms of reference etc. of
relevant committees are given in detail in the 'Report on Corporate Governance' of the
company which forms part of this Annual Report.
9. EXTRACTS OF ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2025 is available on the website of
the company and can be accessed at (www.gopaliron.com).
10. STATUTORY AUDITORS &AUDIT REPORT:
M/S. KRUTESH PATEL & ASSOCIATES, Chartered Accountants, (firm Registration No.
100865W) had been appointed as statutory auditors of the company at the Annual General
Meeting held on 23rd September, 2023 to hold office for 5 (five) consecutive
years up to the end of financial year 2028-29.
The Report given by the Auditors on the financial statement of the Company is part of
this Report. There has been no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Report. The Auditors comments on your company's accounts
for year ended March 31, 2025 are self-explanatory in nature and do not require any
explanation as per provisions of Section 134(3)(f) (i) of the Companies Act, 2013.
11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2024-25, the Statutory Auditor has not reported to the audit
committee any instance of fraud committed against the Company by its employees or officers
under section 143(12), the details of which need to be reported in Board's Report.
12. INTERNAL FINANCIAL CONTROLS:
The Company has appointed M/S. KUNAL SHAH & CO., Chartered Accountant as Internal
Auditor of the Company for the financial year 2024-25. Your company had laid down set of
standards, processes and structure which enables to implement internal financial control
across the organization and ensure that the same are adequate and operating effectively.
Their scope of work includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths in all areas.
13. COST RECORDS:
Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies
(Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for
maintaining cost record for the financial year 2024-25.
14. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A.
Shah & Associates, Practicing Company Secretaries, Ahmedabad, as its Secretarial
Auditors to conduct the Secretarial Audit of the company for FY 2024-25. The Report of the
Secretarial Auditor for the FY 2024-25 is annexed to this report as Annexure
I".
The Board of Directors of the Company has discussed the remarks as mentioned in
Secretarial Audit Report at arm's length. The qualification raised by the Secretarial
Auditor in its report and the justification of Board of Directors on the same are as
follows:
| Sr. No Compliance Requirement (Regulations/ circulars/ guidelines
including specific clause) |
Deviations |
Observations/ Remarks of the Practicing Company Secretary |
| 1. Regulation 31(2) of The Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirement) Regulation, 2015 |
The Company is yet to comply with Regulation 31(2) of The Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015
for maintaining hundred percent of shareholding of promoter(s) and promoter group in
dematerialized form. |
The Company has taken steps to ensure that the physical shares held by
promoter or promoter group are fully converted into DEMAT. However, still One shareholder
of promoter group is holding shares in physical. |
| 2. Regulation 46 of SEBI (LODR) Regulations, 2015 |
The Company has not complied with Regulation 46 of SEBI (LODR)
Regulation, 2015 as the Website of the company is yet not updated. |
The company undertakes to comply with Regulation 46 by maintaining
website of the Company in the current financial year. |
15. 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 Companies Act,
2013 and the corporate governance requirements as prescribed by Securities and Exchange
Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated after seeking inputs from the committee members on the basis of
the criteria such as the composition of committees, effectiveness of committee meetings,
etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director
to the Board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. In addition, the
Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
16. DEPOSITS:
Your company has not accepted any deposits from the public within the provisions of
Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule
8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of
the Companies Act, 2013 are not applicable to your Company.
17. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.gopaliron.in under
investors/policy documents/Whistle Blower Policy link.
18. CONSERVATION OF ENERGY&TECHNOLOGY ABSORPTION:
(a)Conservation of energy:
| (i) the steps taken or impact on conservation of energy |
N.A |
| (ii) the steps taken by the company for utilizing alternate sources of
energy |
N.A |
| (iii) the capital investment on energy conservation equipment's |
N.A |
(b) Technology absorption:
| (i) the efforts made towards technology absorption |
N.A |
| (ii) the benefits derived like product improvement, cost reduction,
product development or import substitution |
N.A |
| (iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)- |
N.A |
| (a) the details of technology imported |
N.A |
| (b) the year of import; |
N.A |
| (c) whether the technology been fully absorbed |
N.A |
| (d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof |
N.A |
| (iv) the expenditure incurred on Research and Development |
N.A |
The efforts are being made for energy conservation to the new & Innovative means.
The company always ready to keep itself updated with all latest technological innovation
by way of constant communication and consulting expert. Efforts are being made to reduce
the cost and to improve performance etc.
19. FOREIGN EXCHANGE EARNINGS / OUTGO:
As the Company has not carried out any activities relating to the export and import
during the financial year. There is no foreign exchange expenses and foreign income during
the financial year.
20. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of Nomination and Remuneration / Compensation
Committee framed a policy on directors' appointment and remuneration of Directors
including criteria for determining qualification, positive attributes, independence of
directors and remuneration for Directors, Key Managerial Personnel and other employees.
The policy is annexed to this report as Annexure II.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial year were in
ordinary course of the business of the company and were on arm's length basis. All such
Related Party Transactions are placed before the Audit Committee for approval.
The policy on materiality of Related Party Transactions and also on dealing with
Related Party Transactions as approved by the Audit Committee and the Board of Directors
has been uploaded on the website of the Company at www.gopaliron.com under
investors/policy documents/Related Party Transaction Policy.
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
is disclosed in Form No. AOC-2 Annexure - III".
22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3)(g), there was no loans, guarantees or
investments given by company under section 186. However, The Particulars of Loans,
Guarantees or Investments under Section 186, is annexed hereto as Annexure IV"
and forms part of this Report.
23. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median employee's remuneration
and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report as Annexure V".
B. The statement containing particulars of employees as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is being
paid remuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02
crore Per Annum if employed for the whole year.
24. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:
The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company does not fall under the purview of the section 135 of the Companies Act,
2013 which requires formulating a Corporate Social Responsibility Committee and adopting
any activities as specified in Schedule VI.
26. HUMAN RESOURCES:
Your Company treats its human resources as one of its most important
assets. Your Company continuously invests in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
27. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL)
ACT. 2013:
Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 every company having 10 or more employees engaged in
the company during the financial year is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work place received
from any women employee.
There are only 1 employee is working in the Organization. Disclosure of complaints
during the year:
(a) Number complaints of sexual harassment received in the year:Nil
(b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: Nil
Hence, there is no need to constitute committee and formulate policy in accordance with
the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. However, during the year no complaints were received by the Internal
Complaints committee for sexual harassment from any of the women employees of the company.
28.MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:
The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.
29. SHAREHOLDING PATTERN:
The shareholding pattern as on 31st March, 2025:
| SR NO |
No. of Shares held at the end of the previous financial
year: 31/03/2024 |
No. of Shares held at the end of the financial
year:31/03/2025 |
|
| Category of Shareholder |
Demat |
Physical |
Total Shares |
Total % |
Demat |
Physical |
Total Shares |
Total % |
% Change |
| (A) (Shareholding of Promoter and Promoter Group) |
|
|
|
|
|
|
|
|
|
| Indian |
|
|
|
|
|
|
|
|
|
| 1. INDIVIDUAL / HUF |
1119760 |
200000 |
1319760 |
26.84 |
341899 |
200000 |
541899 |
11.02 |
(15.82) |
| Total Shareholding |
1119760 |
200000 |
1319760 |
26.84 |
341899 |
200000 |
541899 |
11.02 |
(15.82) |
| (B) Public shareholding |
|
|
|
|
|
|
|
|
|
| 2. BODIES CORPORATE |
24672 |
500 |
25172 |
0.51 |
185410 |
21345 |
206755 |
4.20 |
3.69 |
| 3. INDIVIDUAL |
|
|
|
|
|
|
|
|
|
| 4. (CAPITAL UPTO TO Rs. 2 Lakh) |
1742167 |
269200 |
2011367 |
40.91 |
2302930 |
282400 |
2585330 |
52.58 |
11.67 |
| 5. (CAPITAL GREATER THAN Rs. 2 Lakh) |
1254039 |
269200 |
1523239 |
30.98 |
1225330 |
256000 |
1481330 |
30.13 |
(0.85) |
| 6. ANY OTHERS (Specify) |
|
|
|
|
|
|
|
|
|
| 7. HINDU UNDIVIDED FAMILY |
30842 |
0 |
30842 |
0.63 |
90589 |
0 |
90589 |
1.84 |
1.21 |
| 8. CLEARING MEMBER |
100 |
0 |
100 |
0 |
100 |
0 |
100 |
0 |
0 |
| 9. NON-RESIDENT INDIANS (NRI) |
6620 |
0 |
6620 |
0.13 |
11097 |
0 |
11097 |
0.23 |
0.10 |
| 10. IEPF |
- |
- |
- |
- |
- |
- |
- |
- |
|
| Total Public Shareholding |
3058440 |
538900 |
3597340 |
73.16 |
3815456 |
559745 |
4375201 |
88.98 |
15.82 |
| GRAND TOTAL |
4177700 |
739400 |
4917100 |
100.0 |
4178200 |
738900 |
4917100 |
100.00 |
0 |
30. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY
During the year under review there is no Company which have become or ceased to be the
Subsidiaries, joint ventures or associate companies.
31. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year under
review.
32. MANAGEMENT DISCUSSION AND ANALYSIS:
As per the corporate governance norms, a separate section on Management Discussion and
Analysis outlining the business of the Company is set out in Annexure forming part of this
Report.
33. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company's operation in future.
34. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR:
No significant and material events occurring during the financial year.
35. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER THE BALANCE SHEET DATE:
No other Event has been occurred after the balance sheet date that representing the
material changes and commitment that affecting the financial position of the company.
36. RISK MANAGEMENT:
Your Company has adopted and implemented a Risk Management Policy voluntarily which
includes identification of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company.
37. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013
(Act), Directors, confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st
March, 2025, the applicable accounting standards read with requirement set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at March 31, 2025 and of the profit of
the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are operating
effectively and
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
38. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude and sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for the
commitment shown by the employees in supporting the Company in its continued robust
performance on all fronts.
| PLACE: AHMEDABAD |
BY ORDER OF THE BOARD OF DIRECTORS, |
| DATE: 13.08.2025 |
FOR, GOPAL IRON & STEELS CO. (GUJARAT) LIMITED |
|
sd/- |
|
MRS. KUNDANBEN PATEL |
|
MANAGING DIRECTOR |
|
(DIN:03063504) |
|