Dear Shareholders,
Your Directors are pleased to present the 07thAnnual Report along with the
audited annual accounts for the year ended 31st March 2023.
1. FINANCIAL REVIEW
Your Company's performance for the year ended 31st March, 2023 is as follows
|
(Amount in Lakhs) |
|
Year ended on March 31, 2023 |
Year ended on March 31, 2022 |
| Gross Total Income |
434.77 |
3601.38 |
| Total Expenditure |
(624.37) |
(3492.45) |
| Profit / (Loss) before extraordinary item and tax |
(189.60) |
108.93 |
| Profit before tax |
(189.60) |
108.93 |
| Tax Expenses |
|
|
| - Current Tax |
- |
13.77 |
| - Deferred Tax (Reversal) |
49.29 |
(13.16) |
| -Earlier Year Tax |
- |
- |
| Profit after tax for the period |
(140.31) |
82.00 |
| Earning per Equity shares: |
|
|
| -Basic |
(0.06) |
0.07 |
| -Diluted |
(0.06) |
0.07 |
2. WORKING PERFORMANCE REVIEW
During the year under review, the Company has earned revenue from operation of Rs.
434.77/- Lacs as against the previous year's revenue from operation of Rs. 3601.38/-Lacs.
The Company incurred loss after tax Rs. 140.31/-Lacs as against profit of Rs. 82.00/- Lacs
in the previous year.
3. CHANGE IN OBJECT OF BUSINESS
During the financial year 2022-23 the company has not changed the object clause of the
company.
4. SHARE CAPITAL
The issued, subscribed, paid up equity capital as on March 31, 2023 was Rs.
22,20,80,000/- During the year the company has -
INCREASE AUTHORISED CAPITAL
Considering the Increased fund requirements of the Company has increased the authorised
share capital of the company and consequent alteration in capital clause of the Memorandum
of Association of the company from Rs. 22,50,00,000/- (Rupees Twenty-Two Crores Fifty Lacs
only ) consisting of 22,50,00,000( Twenty-Two Crores Fifty Lacs ) Equity Shares of Rs.1/-
(Rupee One) each to Rs. 67,50,00,000/- (Rupees Sixty-Seven Crore Fifty Lakh ) consisting
of 67,50,00,000 ( Rupees Sixty-Seven Crore Fifty Lakh) Equity Shares of Rs.1/- (Rupees
One) each.
5. REVISION OF FINANCIAL STATEMENTS
In terms of section 131 of the Companies Act, 2013, the Financial Statements and Board
Report are in compliance with the provisions of section 129 or section 134 of the act and
that no revision has been made during any of the three preceding financial years.
6. DIVIDEND
Keeping in mind the strategy of growth in the business through enhancing manufacturing
capacity, your directors do not recommend any dividend for the current year.
7. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR UPTO THE DATE OF
THIS REPORT
No material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of this report.
8. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES
As per Companies Act, 2013 and as on date the company is neither having any Subsidiary
Company u/s 2(87) nor any Associate Company u/s 2(6) and hence, do not call for any
disclosure under this head.
9. BOARD AND COMMITTEE MEETINGS
During the years under review various meetings of the Board of Directors and Committees
was held for various purposes which is in compliance with the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the details
of the various meetings of the Board and Committees are mentioned in the Report on
Corporate Governance.
10. DECLARATION OF DIRECTORS
As per the declaration received in Form DIR-8 pursuant to section 164 (2) of the
Companies Act, 2013 and rule 14(1) of Companies (Appointment and Qualification of
Directors) Rules, 2014, none of the Directors of the Company is disqualified from being
appointment as Directors.
11. PUBLIC DEPOSITS
During the year under review, the company has neither accepted nor invited any public
deposits within the meaning of section 73 of the Companies Act, 2013 & the Deposit
Rules.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information required under section 134 (3) (m) of the Companies Act 2013 read with the
Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is
annexed in (Annexure- ‘A)and forms part of the report.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to regulation 34 of the SEBI (listing obligation and disclosure requirement)
regulation 2015, the management discussion and analysis report and corporate governance
report are appended as Annexure-‘B' and forms a part of this Annual Report.
14. DIRECTORS
During the year under review, there waschange in the directorship of the Company. As on
March 31, 2023, the Board of Directors comprise of 6 (Six) Directors as detail below-
| S. No Name |
Designation |
DIN |
| 1 Mr. Dipesh Godha |
CEO Cum Executive Director |
07529876 |
| 2 Mr. Ravish Kandhari |
Independent Director |
03332533 |
| 3 Mrs. Rupali Godha |
Executive Director |
07530189 |
| 4 Mrs. Madhu Godha |
Executive Director |
07607783 |
| 5 Mr. Kamaljeet Singh Ajimal |
Independent Director |
07889436 |
| 6 Mrs. Archana Gulia |
Independent Director From January 24, 2023. |
09816488 |
| 7. Mr. Vikrant Verma |
Independent Director up to January 19, 2023. |
06707462 |
15. KEY MANAGERIAL PERSONNEL
The following employees were designated as Whole Time key managerial personnel by the
Board of Directors during the year under review:
| S.No Name |
Designation |
Date of Appointment |
| 1 Mr. Dipesh Godha |
Chief Executive Officer (CEO) |
26/10/2017 |
| 2 Mrs.Smita Agrawal |
Chief Financial Officer (CFO) |
10/09/2020 |
| 3 Mr. Rahul Verma |
Company Secretary (CS) |
30/08/2021 |
16. CORPORATE GOVERNANCE
Pursuant to regulation 34 of the SEBI (listing obligation and disclosure requirement)
regulation 2015 the corporate governance report are appended as" Annexure- C"
and forms a part of this Annual Report. The company has obtained a certificate
conforming compliance with the condition of the code of corporate governance as stipulated
in schedule V of the SEBI (listing obligation and disclosure requirement) regulation 2015
is appended.
17. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 34 of the SEBI
(listing obligation and disclosure requirement) regulation 2015 the Board has carried out
an annual performance evaluation of its own performance, the directors individually as
well as the evaluation of the working of its Audit and Nomination & Remuneration
Committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report which is appended as "Annexure-C".
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of section 135 of companies act 2013 is not applicable this year as the
profit, net worth and turnover of the financial year 2022-23 does not crossed the
threshold limit as prescribed under sub-section(1) of the said section.
19. FORMAL ANNUAL EVALUATION
Pursuant to section 134 (3) (p) of Companies Act, 2013 and Rule 8(4) of Companies
(Accounts) Rules, 2014 and SEBI (Listing obligation and disclosure requirement) regulation
2015, the Board has carried out an evaluation of its own performance, the directors
individually as well as the evaluation of its Committees as per the criteria laid down in
the Nomination, Remuneration and Evaluation Policy. The said policy including above said
criteria for the evaluation of the Board, individual directors including independent
directors and the committee of the Board has been laid down in the Corporate Governance
Report.
20. VIGIL MECHANISM
The Board of Directors of your company has adopted the Vigil Mechanism and whistle
blower mechanism.In pursuant to the regulation 22 of the SEBI (listing obligation and
disclosure requirement) regulation 2015 and section 177(9) &(10) of the Companies Act,
2013.
The company believes in the conduct of its affairs in a fair and transparent manner by
adopting highest standards of professionalism, honesty, integrity and ethical behavior.
The company is committed to develop a culture in which every employee feels free to raise
concerns about any poor or unacceptable practice and misconduct. In order to maintain the
standards has adopted lays down this Whistle Blower Policy to provide a framework to
promote responsible and secure whistle blowing.
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.godhacabcon.comunder investors/policy documents/Vigil Mechanism Policy link.
21. RISK MANAGEMENT POLICY
Risk Management policy is formulated in compliance with Regulation 21 of the SEBI
(listing obligation and disclosure requirement) regulation 2015 and section 134 (3) (n) of
the companies act 2013, which requires the company to lay down procedure for risk
assessment and risk minimization. The board of directors, Audit committee and the senior
management of the company should periodically review the policy and monitor its
implementation to ensure the optimization of business performance, to promote the
confidence amongst stake holders in the process, plan and meet strategic objectives and
evaluate, tackle and resolve various risks associated with the company. The business of
the company is exposed to various risks, arising out of internal and external factors i.e.
industry, competition, input, geography, financial, regulatory, other operational,
information technology related other risks.
22. AUDITORS
At the 6thAnnual General Meeting held on September24, 2022, the Members of the
Companyhad reappointed M/s S.K. Khandelwal& Associates, Chartered Accountants, Indore,
as Statutory Auditors of the Company for a term of five consecutive years to hold office
from the conclusion of that meeting till the conclusion of the 11thAnnual
General Meeting of the Company to be held in 2027.
However, the company has received resignation letter from M/s S. K. Khandelwal &
Associates, Chartered Accountants, Indore, Statutory Auditors of the Company on August 9,
2023
AUDITORS REPORT
The Auditors' Report issued by M/s. S.K. Khandelwal & Associates, Chartered
Accountants, for the financial year ended March 31, 2023, contain the qualifications,
reservations or adverse remarks as follows:-
| Details of Audit Qualification |
The trade receivable includes a sum of Rs 174.45 lacs due from Madhya Pradesh Madhya
Kshetra Vidyut Vitran Company Ltd, Bhopal after settling the dispute, however in absence
of confirmation from the party we are unable to verify the correct claims accounted for by
the company. |
| Managements Reply |
Management is of the view that the trade receivable will be realized and the company
is confident ofrealizing the entire amount oftrade receivable after settlement the dispute
with the Madhya Pradesh Madhya Kshetra Vidyut Vitran Company Ltd, Bhopal and does not
foresee any erosion in carrying value. The management is confident of realizing the value
at which they are carried notwithstanding the period outstanding |
23. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules made
there under,the Company has appointed M/s. Deepak Patil& Co., Practicing
Company Secretary (C.P. No. 11592) to undertake the Secretarial Audit of the Company.The
Company has annexed to this Board Report as Annexure D, a Secretarial Audit Report
given by the Secretarial Auditor.
24. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of annual return in
MGT-9 as a part of this Annual Report as Annexure-E
25. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the company, work performed by the internal, statutory,
secretarial auditors and external consultant(s) including audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by
Management Committee, The Board is of the opinion that the Company's internal financial
controls were adequate and effective during the Financial year 2022-23.
The Directors' Responsibility Statement referred to in sub-section (5) of Section 134
of the Companies Act, 2013, shall state that
(a) That in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(b) That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) That the directors had prepared the annual accounts on a going concern basis; and
(e) That the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
26. LISTING AT STOCK EXCHANGES
The Company is listed on NSE Main Board.
27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 09th December, 2013. Under the said Act every company is
required to set up an Internal Complaints Committee to look into complaints relating to
sexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy. During the year Company has
not received any complaint of harassment.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS DURING THE YEAR UNDERSECTION 186
Pursuant to provisions of section 186 of the Companies Act, 2013, during the year the
company has given loan to other body corporate and no guarantee or investments in the
securities of any company are made amounting 356.38 Lakhs and balance outstanding as on
date March 31,2023 amounting 1054.51 Lakhs.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no materially significant transactions with related parties during the
financial year 202223, which were in conflict with the interest of the Company.
Further, other suitable disclosures as required under IND AS - 24 have been made in the
Notes to the financial statements.
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
including certain arm's length transactions under third proviso thereto shall be disclosed
in Form No. AOC- 2 as "Annexure-F".
30. DECLARATION BY AN INDEPENDENT DIRECTOR(S), IF ANY
A declaration by an Independent Director(s) that he/they meet the criteria of
independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
An independent director shall hold office for a term up to five consecutive years on
the Board of a Company, but shall be eligible for reappointment for next five years on
passing of a special resolution by the Company and disclosure of such appointment in the
Board's report.
31. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Directors will be introduced to all the Board members and the senior management
personnel such as Chief Financial Officer, Company Secretary and various Department heads
individually to know their roles in the organization and to understand the information
which they may seek from them while performing their duties as a Director. And meeting may
be arranged for the Independent Directors with aforesaid officials to better understand
the business and operation of the Company.
As a part of continuous updating and familiarization with the Company, every
Independent Director will be taken for visits to the factory or manufacturing units and
other branch of the company where the officials of the various departments apprise them of
the operational and sustainability aspects of the plants to enable them to have full
understanding on the activities of the Company and initiatives taken on safety, quality
etc. The Company may also circulate news and articles related to the industry from time to
time and may provide specific regulatory updates.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
During the financial year 2022-23, there were no significant material orders passed by
the Regulators or Courts or Tribunals which would impact the going concern status of your
Company and its future operations.
33. EVALUATION BY INDEPENDENT DIRECTORS
The Independent Directors in their meeting has reviewed the performance of
Non-Independent directors and Board as a whole including reviewing the performance of the
Chairperson of the Company taken into account the views of Executive and Non-Executive
Directors. The said policy including above said criteria for the evaluation of the Board,
individual directors including independent directors and the committee of the Board has
been laid down under Nomination, Remuneration and Evaluation Policy given in the Report on
Corporate Governance.
34. AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
The Company has obtained a certificate from its Practicing Company Secretary M/s.
Deepak Patil & Co., Company Secretary confirming compliance with the conditions of
corporate governance as stipulated in Schedule V of the SEBI (listing obligation and
disclosure requirement) regulation 2015 with the Stock Exchanges. This Certificate is
annexed to the Directors' Report for the year 2022-23. This certificate will be sent to
the stock exchanges along with the annual report to be filed by the Company.
35. PARTICULARS OF EMPLOYEES
There is no employee during the period drawing remuneration attracting the provisions
of section 197 of the Companies Act 2013 and the rules there under read with the Companies
(Particulars of Employees) Rules, 1975. During the year, total numbers of employees were
08 (Eight) only.
36. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS
The company has not issue any shares with differential voting rights and accordingly
the provisions of section 43 read with rule 4 (4) of the companies (share capital and
debentures) rules 2014 of the companies act 2013 and rules framed there under are not
applicable for the year.
37. DETAILS OF SWEAT EQUITY SHARES
The company has not issued any sweat equity shares and accordingly the provision of
Section 54 read with Rule 8 (13) of the Companies (Shares Capital and Debentures) Rules,
2014 of the Companies Act, 2013 and rules framed there under are not applicable for the
year.
38. DETAILS OF EMPLOYEES STOCK OPTION SCHEME
The company has not granted stock option and accordingly the provisions of Section
62(1)(b) read with Rule 12 (9) of the of the Companies (Shares Capital and Debentures)
Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for
the year.
39. PAYMENT OF LISTING FEES:
Annual listing fees for the year 2022-23 will be paid by the Company to Stock Exchange.
40. PAYMENT OF DEPOSITORY FEES:
Annual Custody/Issuer fee for the year 2022-23 will be paid by the company to NSDL and
CDSL on receipt of the invoices.
41. DEMAT STATUS
The Company's shares are presently held in electronic modes in to Demat form.
42. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
As per the provisions of section 125 of the Companies Act 2013 and as per the rule 3 of
the Investor Education and Protection Fund (awareness and protection of investors) Rules,
2001, No Amount is pending to be transferred to IEPF.
43. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF
CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015
Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the
Board to Directors has formulated and adopted the "Code of Practices and Procedures
for fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair
Disclosure) of the Company.
The Board has also formulated and adopted "Code of Conduct for Prohibition of
Insider Trading" (Code of Conduct) of the company as prescribed under Regulation 9 of
the said Regulation.
44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.
45. ACKNOWLEDGEMENTS
The Board of Directors of our Company acknowledges their sincere appreciation for the
support extended by the statutory authorities, the stock exchanges, advisors, shareholders
and staff of the Company for the valuable assistance, support and co-operation extended to
the Company and continuous support and faith reposed in the Company.
For Godha Cabcon & Insulation Limited |
|
| On behalf of the Board |
|
|
| Date: August 14,2023 |
Madhu Godha |
Dipesh Godha |
| Place: Indore |
Director |
CEO cum Executive Director |
|
DIN:-07607783 |
DIN:-07529876 |
|