To,
The Members,
Gorani Industries Limited
Your Directors have great pleasure in presenting herewith the Twenty
Eighth Annual Report of your Company together with the audited financial statement for the
financial year ended on 31st March, 2023.
1. FINANCIAL RESULTS: (Amount in Lacs)
Particulars |
2022-23 |
2021-22 |
Total Revenue |
4258.53 |
2886.81 |
Profit before Finance |
317.87 |
304.01 |
Cost, Depreciation & Amortization
Expense |
|
|
Less: |
|
|
Finance Costs |
72.24 |
39.24 |
Depreciation & |
|
|
Amortization expense |
43.42 |
38.16 |
|
115.66 |
77.40 |
Net Profit/(Loss) |
202.21 |
226.61 |
before extra ordinary & exceptional
items & tax |
|
|
Tax Expense |
|
|
Current Tax |
54.68 |
60.28 |
Deferred Tax |
(2.32) |
0.20 |
|
52.36 |
60.30 |
Net Profit/ (Loss) |
149.85 |
166.31 |
after tax & before Other Comprehensive
Income |
|
|
Add : |
|
|
Comprehensive Income |
7.56 |
(5.50) |
|
7.56 |
(5.50) |
Net Profit |
157.41 |
160.81 |
Transfer to Reserve |
0.00 |
0.00 |
INDIAN ACCOUNTING STANDARD (Ind AS):
As mandated by the Ministry of Corporate Affairs, the Company has
adopted Indian Accounting Standards ("Ind AS") from April 1, 2017 with a
transition date of April 1, 2016. The financial statements of the Company for the
financial year 2022-23have been prepared in accordance with Ind AS, prescribed under
Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015 and other recognized accounting practices and policies to the
extent applicable.
2. PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS:
Your Company has achieved total revenue of
Rs. 4258.53 lakh during the year ended 31st March,
2023 as against that of Rs. 2886.81 lakh during the previous year ended
31st March, 2022.The Company has earned net profit of Rs. 157.41 Lakh during the financial
year against net profit of Rs. 160.81Lakh in the previous year.
The Company is in the business of production and sales of kitchen and
home appliances since 1996. Its main products are LPG stoves, steel frames, gas geyser,
rangehood chimney etc. It does its business through a strong network of dealer and
distributors all over central, south and north India. The company is in the process of
implementing strategies to capitalize available opportunities. During the year, there was
no change in the nature of business of the Company.
3. MATERIAL CHANGES AND COMMITMENTS THAT AFFECTED THE FINANCIAL
POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATE TILL THE DATE OF THIS REPORT
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial year to which this
financial statement relates on the date of this Annual Report.
4. MAJOR EVENTS OCCURRED DURING THE YEAR
The Board of Directors in its meeting held on August 19, 2022, approved
the Scheme of Amalgamation between Blow Hot Kitchen Appliances Private Limited
("Transferor Company) and Gorani industries Limited ("Transferee Company")
and their respective shareholders under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements
and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder but the
said Scheme of Amalgamation was withdrawn by the Company and the Board of Directors has
approved the revised Scheme of Amalgamation in the meeting held on 07th February, 2023.The
revised scheme has been filed with BSE Limited on 14th February, 2023.
The Board of Directors of Transferor and Transferee Company have opined
that the proposed amalgamation would be in the best interest of the respective companies,
their shareholders, employees, creditors and other stakeholders, as the proposed
amalgamation will yield advantages as set out, inter alia, below: i. consolidation for the
long-term sustainability of the business; ii. create value for stakeholders including
respective shareholders, customers, lenders and employees as the combined business would
benefit from increased scale, innovations in technology and expanded reach with increased
growth opportunities, higher cross selling opportunities to a larger base of customers,
improvement in productivity and operational efficiencies, amongst others; iii. better
administration and cost optimization (including optimization in administrative and other
common costs by bulk negotiations); iv. pooling of resources, achieving economies of scale
and creating better synergies; v. provide material realisable cost and revenue synergies
for the benefit of the Parties; vi. The merger will result in achieving greater
integration and greater financial strength and flexibility and to maximize overall
shareholders' value; vii. The merger will result in achieving cost savings from more
focused operational efforts, rationalization, standardization and simplification of
business processes and productivity improvements; viii. The merger will result in greater
efficiency in cash management of the amalgamated entity, and unfettered access to cash
flow generated by the combined businesses which can be deployed more efficiently to fund
growth opportunities, to maximize shareholders value; ix. The merger will help in
consolidating and improving the internal control systems and procedures which will bring
greater management and operational efficiency due to integration of various similar
functions being carried out by the entities such as human resources, finance, legal,
management etc; x. The merger will result in a significant reduction in the multiplicity
of legal and regulatory compliances required at present to be carried out by both the
Transferor Company and the Transferee Company; xi. The merger will also enable unified
accounting and auditing resulting in reduction of costs and time and efforts involved;
xii. Greater ability of the Transferee company to raise financial resources, either as
equity or debt, based on combined financials; The Scheme is subject to the receipt of
applicable approvals, including approvals from the respective jurisdictional Hon'ble
National Company Law Tribunal, SEBI, BSE Limited and such other approvals, permissions,
and sanctions of regulatory and other authorities as may be necessary.
5. CAPITAL STRUCTURE
The paid up Equity share capital of the Company as on 31st March, 2023
is Rs. 5,36,26,000.00 divided into 53,62,600 equity shares of Rs. 10.00 each.
During the Financial Year 2022-23, the Company has converted 4,87,500
warrants into equal numbers of Equity shares and allotted 4,87,500 equity shares of Rs.
10/- (Rupee Ten Only) each fully paid up at a premium of Rs. 37/- (Rupees Thirty Seven
only) per share to the allottees on such terms and conditions as approved by shareholders
in the above mentioned Extra-Ordinary General Meeting held on 07th March, 2022.
Subsequent to the conversion of warrants and allotment of 4,87,500
equity shares of Rs. 10/- (Rupee Ten Only) each fully paid up at a premium of Rs. 37/-
(Rupees Thirty Seven only) per share on 02nd April, 2022, the paid up Equity share capital
of the Company stands increased from Rs. 4,87,51,000.00 divided into 48,75,100 equity
shares of Rs. 10.00 each to Rs. 5,36,26,000.00 divided into 53,62,600 equity shares of Rs.
10.00 each.
Further, pursuant to the consent of members in the Annual General
Meeting of the Company held on 23.09.2022, the Authorized Share Capital of the Company has
been increased by addition thereto of Rs.12,00,00,000.00 (Rupees Twelve Crore Only)
divided into 90,00,000 (Ninety Lacs) equity shares of Rs. 10.00 (Rupees Ten Only) each and
30,00,000 (Thirty Lacs) preference shares of Rs. 10.00 (Rupees Ten Only) each beyond the
present Authorized Share Capital of the Company of Rs. 6,00,00,000.00 (Rupees Six Crore
Only) divided into 60,00,000 (Sixty Lacs) equity shares of Rs. 10.00 (Rupees Ten Only)
each, thus making the total Authorized Share Capital of the Company to Rs. 18,00,00,000.00
(Rupees Eighteen
Crore Only) divided into1,50,00,000 (One Crore Fifty Lacs) equity
shares of Rs. 10.00 (Rupees Ten Only) each and30,00,000 (Thirty Lacs) preference shares of
Rs. 10.00 (Rupees Ten Only) each.
Except as disclosed above and elsewhere in this report, there are no
material changes and commitments affecting the financial position of the Company as at the
end of financial year to which it relates. Further, it is hereby confirmed that there has
been no change in the business of the Company.
6. DETAILS OF UTILIZATION FUNDS RAISED THROUGH PREFERENTIAL
ISSUE OF WARRANTS
The Company has raised funds through preferential allotment of 4,87,500
(Four Lakh Eighty Seven Thousand Five Hundred) warrants, each convertible into or
exchangeable for 1 (One) fully paid-up Equity Share of the Company having face value of
Rs. 10/- each(Rupee Ten Only) ("Equity Share"), each at a premium of Rs. 37/-
(Rupees Thirty Seven only) per share.
The Company has received an amount of Rs. 91,65,000 (Rupees Ninety One
Lacs Sixty Five Thousand Only)being 40% of the Warrant Issue Price at the time of
subscription of the warrants and balance 60% i.e. Rs.1,37,47,500 (Rupees One Crore Thirty
Seven Lacs Forty Seven Thousand and Five Hundred Only) at the time of allotment of equity
shares pursuant to exercise of options against each such warrant by the warrant holders.
Further, the entire aforesaid money has been utilized by the Company for the purpose for
which it was raised and which was mentioned in the explanatory statement to the notice for
the Extra Ordinary General Meeting dated 07th March, 2022 i.e. Augmenting long term
resources for general corporate purposes, enhancing net worth and financial position,
ensuring long term viability and growth of the Company.
7. LISTING ON STOCK EXCHANGES
The shares of the Company are listed on BSE Limited and necessary
listing fees have been paid up to date. In terms of the "In-principle approval"
granted on 07th March, 2022, the Company has made application to BSE Limited on 6th April,
2022 for seeking listing approval of 4,87,500 equity shares issued and allotted pursuant
to conversion of warrantson 02nd April, 2022 and BSE Limited has
granted listing approval on 27th April, 2022.
Further, in terms of "In-principle approval" granted on 07th
March, 2022 and "Listing Approval" granted on 27th April, 2022, the Company has
made application to BSE Limited for approval of trading of aforesaid 4,87,500 equity
shares and BSE Limited has granted trading approval 02nd May, 2022.
Moreover, the Company has filed Application for obtaining No Objection
letter for the Scheme of Amalgamation between Blow Hot Kitchen Appliances Private Limited
(Transferor Company) and Gorani Industries Limited (Transferee Company) pursuant to
Regulation-37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015 to BSE
Limited. The approval of BSE Limited is pending till
date.
8. TRANSFER TO RESERVE, IF ANY
During the year, the Company does not propose to
transfer any amount to the any Reserve.
9. DIVIDEND:
To conserve the resources of the company and for better utilization of
funds, your directors are not recommending any dividend for the year.
10. RE-APPOINTMENT
As per the provision of Companies Act, 2013, Mr. Nakul Gorani (Holding
DIN- 06543317) Whole-Time Director, retires by rotation at the ensuing Annual General
Meeting and being eligible, seeks reappointment. The Board recommends his reappointment.
The term of Mr. Sanjay Kumar Gorani (Holding DIN: 00055531) as Managing Director of the
Company and Mr. Nakul Gorani (Holding DIN: 06543317) as Whole Time Director of the Company
has expired on 31st May, 2022. Therefore pursuant to the recommendation of Nomination and
Remuneration Committee, the Board of Directors in their Meeting held on 16th May, 2022,
approved re-appointment of Mr. Sanjay Kumar Gorani (Holding DIN: 00055531) as Managing
Director and Mr. Nakul Gorani (Holding DIN: 06543317) as Whole Time Director of the
Company for a period of 3 years w.e.f. 1st June, 2022 to 31st May, 2025. Further, the
approval of shareholders for such re-appointments were obtained in the Annual General
Meeting of the
Company held on 23.09.2022.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, Ms. Neerja Mandiya, Company Secretary and Compliance
Officer of the Company has resigned from the Company w.e.f. 6th April, 2022 and Ms. Sachi
Samaria was appointed as a Whole-Time Company Secretary and Compliance Officer of the
Company w.e.f. 6th April, 2022 in the Board Meeting held on 6th April, 2022.
Mr. Chandrasekhar Sharma, Chief Financial Officer of the Company has
given his resignation w.e.f. 15th November, 2022 and Mr. Arpit Garg was appointed as the
Chief Financial Officer of the Company w.e.f. 15th November, 2022 in his place.
Mr. Anil Gorani (Holding DIN: 00055540), Whole-Time Director of the
Company, has provided his resignation w.e.f. the closure of business hours on 12th
December, 2022.
Further, Mr. Geet Gorani (Holding DIN: 08364525) was appointed as an
Additional Non-Executive Director of the Company by the Board of Directors in their
meeting held on 11th January, 2023 to hold office upto the date of ensuing Annual General
Meeting and proposed to be confirmed as the Non-Executive Director of the Company in the
ensuing Annual General Meeting of the Company.
Apart from the above, there was no change in the Directors and Key
Managerial Personnel of the Company during the period.
The Company has received declarations from all the Independent
Directors 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.The Independent
Directors have also confirmed that they have complied with the Company's Code of
Conduct for Board of Directors. Further, all the Directors have also confirmed that they
are not debarred to act as a Director by virtue of any SEBI order.
All Independent Directors of the Company have valid registration in the
Independent Director's databank of Indian Institute of Corporate Affairs as required
under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth
Amendment Rules, 2019 and has passed the online proficiency self-assessment test as
required to be undertaken by an
Independent Director under the provisions of Section 150 of the
Companies Act, 2013 and the rules framed thereunder.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors which include
criteria for performance evaluation of the non-executive directors and executive
directors.
12. NOMINATION AND REMUNERATION POLICY AND
OTHER DETAILS:
The Company has adopted a Nomination and Remuneration Policy for the
Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the
Act. The policy of the Company on Directors appointment and remuneration including
criteria for determining qualification, positive attribute, independence of director and
other matters, as required under subsection (3) of section 178 of the Companies Act 2013is
available on Company's website at the link:
http://www.goraniindustries.com/investors/. There has been no change in the policy since
last fiscal year. We affirm that the remuneration paid to the directors is as per the
terms laid out in the nomination and remuneration policy of the company.
The nomination and remuneration policy is annexed herewith as Annexure
I to this Boards' Report. There is no pecuniary relationship or transactions
between the Company and the non-executive directors other than sitting fees, commission,
and reimbursement of expenses incurred by them for the purpose of attending meetings of
the Company.
13. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Companies Act, 2013 readwith Rule 12 of the Companies (Management and Administration)
Rules, 2014,the Annual Return of the Company for the financial year ended March 31, 2023
can be accessed at http://www.goraniindustries.com/investors/.
14. AUDITORS AND THEIR REPORT
The Members at their 25th Annual General Meeting of the Company held on
30th September, 2020, had appointed M/s. Sandeep Surendra Jain and Company, Chartered
Accountants (bearing Firm Registration No. 010172C) as the Statutory Auditors of the
Company to hold office for a term of five years i.e. from the
conclusion of 25thAnnual General Meeting till the conclusion of the 30thAnnual General
Meeting.
The Notes on financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further comments. The Auditors'
Report does not contain any qualification, reservation or adverse remark.
15. INTERNAL AUDITOR
M/s Navin Sapna & Co., Chartered Accountants (bearing firm
registration no. 010507C) have been appointed as an Internal Auditor of the Company w.e.f.
1st April, 2017 in the Board Meeting held on 30th May, 2017.
16. SECRETARIAL AUDIT:
M/s. Manish Jain & Co., Practicing Company Secretaries has been
appointed to conduct the secretarial audit of the Company for the financial year 2022-23
in the Board Meeting held on 16th May, 2022.
Further the Company has also appointed M/s. Manish Jain & Co.,
Practicing Company Secretaries for the financial year 2023-24 in the Board Meeting held on
30th May, 2023.
The Secretarial Audit Report for the financial year ended March 31,
2023 is annexed herewith as Annexure II to this Report. The report is
self-explanatory and does not call for any further comments except following remarks:
1. During the year under review, there is delay in payment of gratuity
to some employees of the Company.
Explanation of above remarks:
The Board clarified that the above delay in payment of gratuity is due
to online & technical procedural delay by the Life Insurance Corporation or Bank.
17. ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, its Committees and individual directors pursuant to the provisions of the
Companies Act, 2013.
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.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of 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 a separate meeting of independent directors, performance of
non-independent directors and the Board as a whole was evaluated, taking into account the
views of executive directors and non-executive directors. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated.
The Board of Directors expressed their satisfaction
with the evaluation process.
18. RELATED PARTY TRANSACTIONS
The Contracts or arrangements entered into by the Company are in
accordance with provisions of Section 188 of the Companies Act, 2013 during the year under
review and were in ordinary course of business and on arm's length basis. The details
of the related party transactions as per Indian Accounting Standards (IND AS) - are set
out in Note 28 to the Standalone Financial Statements of the Company.
There are no materially significant related parties transactions
entered into by the Company, which may have a potential conflict with the interest of the
Company at large.
Further details have been given in the prescribed Form AOC-2 annexed
herewith as Annexure III. The policy on Related Party Transactions as approved by
the Board may be accessed on Company's website at the link:
http://www.goraniindustries.com/investors/
19. CORPORATE GOVERNANCE
Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25,
26, 27 and clauses (b) to (i) and (t) of sub-regulation
(2) of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the
Company.
20. MEETINGS
A. BOARD MEETINGS
During the year 2022-23, 13 (Thirteen) Board Meetings were held on 02nd
April, 2022; 06th April, 2022; 16th May, 2022; 14th July, 2022; 19th August, 2022; 08th
September, 2022; 10th October, 2022; 15th November, 2022; 12th December, 2022; 11th
January, 2023; 07th February, 2023; 20th February, 2023 and 24th March, 2023.
Name of Director |
No. of Board Meeting
entitled to attend |
No. of Board Meeting
attended |
Attendance at last Annual
General Meeting |
Mr. Sanjay Kumar Gorani |
13 |
13 |
Yes |
Mr. Anil Gorani* |
09 |
09 |
Yes |
Mr. Nakul Gorani |
13 |
13 |
Yes |
Ms. Komal Motwani |
13 |
13 |
Yes |
Ms. Raina Goyal |
13 |
13 |
Yes |
Mr. Ayush Shukla |
13 |
13 |
Yes |
Mr. Geet Gorani** |
04 |
04 |
NA |
*Mr. Anil Gorani has resigned from the post of Whole-
time Director and director w.e.f. 12th December, 2022.
**Mr. Geet Gorani has been appointed as Additional Non-
Executive Director w.e.f. 11th January, 2023.
B. AUDIT COMMITTEE MEETINGS
During the financial year 2022-23, 7 (Seven) Audit Committee Meetings
were held on 16th May, 2022; 14th July, 2022;19thAugust, 2022;10th October, 2022; 11th
January, 2023; 07th February, 2023 and 01st March, 2023.
Name of Director |
No. of committee Meetings
entitled to attend |
No. of committee Meetings
attended |
Ms. Komal Motwani |
07 |
07 |
Ms. Raina Goyal |
07 |
07 |
Mr. Ayush Shukla |
07 |
07 |
C. NOMINATION AND REMUNERATION
COMMITTEE MEETINGS
During the financial year 2022-23, 5 (Five) meeting of the Nomination
and Remuneration Committee was held on 06th April, 2022; 16th May, 2022; 15th November,
2022; 12th December, 2022 and 11th January, 2023.
Name of Director |
No. of committee Meetings
entitled to attend |
No. of committee Meetings
attended |
Ms. Komal Motwani |
05 |
05 |
Ms. Raina Goyal |
05 |
05 |
Mr. Ayush Shukla |
05 |
05 |
D. STAKEHOLDER RELATIONSHIP COMMITTEE
MEETINGS
During the financial year 2022-23, 8 (Eight) Stakeholder Relationship
Committee Meetings were held on 11th April, 2022; 14th July, 2022; 10th October, 2022;
21st October, 2022; 15th November, 2022; 12th December, 2022; 24th December, 2022 and 11th
January, 2023.
Name of Director |
No. of committee Meetings
held |
No. of committee Meetings
attended |
Ms. Komal Motwani |
08 |
08 |
Ms. Raina Goyal |
08 |
08 |
Mr. Ayush Shukla |
08 |
08 |
21. THE NAMES OF COMPANIES WHICH HAVE BECOME
OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR:
During the year no company have become or ceased to be its
subsidiaries, joint ventures or associate companies.
22. SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued
by the Institute of Company Secretaries of India.
23. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO CONSERVATION OF ENERGY:
The information relating to conservation of Energy,
Technology absorption and Foreign Exchange earnings and outgo as
required under section 134(3)(m) of the Companies Act, 2013 read with the with Rule 8 of
The Companies (Accounts) Rules, 2014 is given in Annexure IV forming part of this
report.
24. REMUNERATION RATIO AND OTHER DETAILS OF
DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in
respect of Directors/ KMP of the Company are furnished in Annexure V.
No employees in the Company have been paid remuneration in excess of
the limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
25. DETAILS RELATING TO DEPOSITS, COVERED UNDER
CHAPTER V OF THE ACT:
(a) Accepted during the year: Nil
(b) Remained unpaid or unclaimed as at the end of
the year: Nil
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such cases and the total
amount involved: Nil
(d) Details of deposits which are not in compliance with the
requirements of Chapter V of the Act: Nil
26. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social
Responsibility Committee, as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on corporate social
responsibility.
27. DISCLOSURES:
AUDIT COMMITTEE
Audit Committee is entrusted with the responsibility to supervise the
Company's financial reporting process and internal controls. The composition of the
Audit Committee is in alignment with provisions of
Section 177 of the Companies Act, 2013.
As on date the Audit Committee comprises of three Directors i.e Mr.
Ayush Shukla (Holding DIN: 09057436), Independent Director (Chairman), Ms. Komal Motwani
(Holding DIN: 07302550), Independent Director (member) and Ms. Raina Goyal (Holding DIN:
08295368), Non-Executive Director (member). All the recommendations made by the Audit
Committee were accepted by the Board.
VIGIL MECHANISM
The Vigil Mechanism of the Company is in terms of Companies Act, 2013,
to deal with instance of fraud and mismanagement, if any. The Policy on vigil mechanism
may be accessed on the Company's website at the link
http://www.goraniindustries.com/investors/.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) the Directors 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 financial year
ended on March 31, 2023 and of the profit of the Company for that period;
c) the Directors had 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 were
operating effectively; and f) 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.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is presented in a separate section forming part of the Annual Report.
30. DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY:
The company has framed the Risk Management Policy which highlights the
Company's practices and risk management framework for the identification and
management of uncertainty. The Company manages monitors and reports on the principal risks
and uncertainties that can impact its ability to achieve its strategic objectives.
The Company has implemented a Risk Management Framework for the
management and oversight of material risks and internal control. The Risk Management
Framework is designed to address risks that have been identified to have a material impact
on the Company's business and to ensure that the Board regularly reviews the risk
management and oversight policies.
31. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The company has adequate system of management-supervised internal
control, which is aimed at achieving efficiency in operations, optimum utilization of
resources, effective monitoring and compliance with all applicable laws. These ensure that
all corporate policies are strictly adhered to an absolute transparency is followed in
accounting and all its business dealings.
The Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations. The company ensures
adherence to all internal control policies and procedures. A qualified and independent
audit committee of the Board, comprising the independent directors reviews the adequacy of
internal control.
The report on Internal Financial Control has also been annexed with the
financial statements of the Company as provided by the Statutory Auditor of the Company.
32. COST RECORDS
Maintenance of cost records as specified by Central Government under
sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the
Company.
33. SEXUAL HARRASEMENT
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the Constitution of Internal Compliant
Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
34. GENERAL
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:
1. Details of particulars of loans, guarantees or investments under
section 186 of the Companies Act, 2013.
2. Details relating to deposits covered under Chapter V of the Act.
3. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
4. Issue of shares (including sweat equity shares) to employees of the
Company under any Employee Stock Option Scheme.
5. Neither the Managing Director nor the Whole-time Directors of the
Company receive any commission.
6. Separate Section containing a Report on performance and Financial
Position of each of Subsidiaries, Associated & Joint Ventures included in the
Consolidated Financial
Statement of the Company.
7. The Auditors of the Company have not reported any fraud as specified
under second proviso of Section 143 (12) of the Companies Act, 2013.
8. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
9. Voluntary revision as per Section 131 of the Companies Act, 2013.
10. The details regarding application made or proceeding pending under
Insolvency and Bankruptcy Code, 2016.
11. Details of events in relation to any Deviation(s) or variation(s)
in the use of proceeds of preferential issue of Warrants.
35. ACKNOWLEDGEMENT:
The Board wishes to place on record their gratitude for the
co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges,
Shareholders, customers, staff and workers of the Company and thank them for their
continued support.
By Order of the Board
for Gorani Industries Limited
Date: 23/08/2023 |
Sd/- |
Place: Indore |
Nakul Gorani |
|
(Holding DIN : 06543317) |
|
(Chairman cum Whole Time Director) |
Regd. Office:
Plot No. 32-33, Sector F, Sanwer Road, Industrial Area, Indore-452015
(M.P.)