| To,
The Members,
Gorani Industries Limited
The Directors have great pleasure in presenting herewith the Twentieth
Annual Report of your Company together with the audited financial
statement for the financial year ended 31st March, 2015.
1. FINANCIAL RESULTS: (Amount in Lacs)
Particulars 2014-15 2013-14
Total Revenue 622.37 425.36
Profit before Finance - 43.62 - 27.57
Cost, Depreciation &
Amortization Expense
Less:
Finance Costs 2.69 0.65
Depreciation &
Amortization expense 15.33 18.02 23.16 23.82
Net Profit/(Loss) - 25.60 - 3.75
before extra ordinary
& exceptional items & tax
Tax Expense
Current Tax - - - -
Deferred Tax - - - -
Net Profit/ (Loss) - 25.60 - 3.75
after tax
The profit for the year is adjusted against the previous year's losses.
2. PERFORMANCE AND THE STATE OF COMPANY AFFAIRS :
During the financial year under review, your Company has achieved a
Gross Turnover of Rs. 622.37 Lakhs as against that of Rs. 425.36 Lakhs
during the previous year registering growth of 46.31%. The company has
earned net profit of Rs. 25.60 lakhs during the financial year against
net profit of Rs. 3.75 Lakhs in the previous year registering many fold
growth.
The company is in the business of production and sales of kitchen and
home appliances since 1996. Its main products are LPG stoves, induction
cooker, gas geyser etc. carrying the brand name of Blowhot and
Online. It does its business through a strong network of dealer and
distributors all over central, south and north India. The legendary
products of the Company like NUTAN reflect the sophistication of the
products and the reliability as well as exquisite look. The company is
in the process of implementing strategies to capitalize available
opportunities. The long term growth of home appliances is secure given
India's low ownership of appliances even in urban markets.
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
3. DIVIDEND :
Looking to the financial position of the company directors is not
recommending any dividend for the year.
4. DIRECTORS :
Mr. Sanjay Gorani (Holding DIN: 00055531) is liable to retire by
rotation and being eligible offers himself for reappointment.
During the year Mr. Dinesh Kumar Maheshwari (Holding DIN 02424245),
Independent Non executive director of the company resigned from the
directorship on 31st July, 2014.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under proposed Clause 49 of the Listing
Agreement with the Stock Exchange.
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. The manner in which the evaluation
has been carried out has been explained in the Corporate Governance
Report. The Nomination and Remuneration Policy are attached herewith as
Annexure I.
The details of programmes for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company at the link: http://www.goraniindustries.com/investors/
5. AUDITORS :
M/s. B.D. Sharda & Co., Chartered Accountants, bearing Firm
Registration No. 00161C, statutory auditors ratified by the members of
the company for the financial year 2015-2016. They have furnished a
written consent and certificate confirming their eligibility pursuant
to the provisions of section 141 of the Companies Act, 2013 and rules
made thereunder for the financial year 2015-2016.
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.
6. INTERNAL AUDITOR :
M/s Navin Sapna & Co., Chartered Accountants (bearing firm registration
no. 010507C) has been reappointed as internal auditor of the company
for the financial year 2015-16 in the Board Meeting held on 31st July,
2015.
7. SECRETARIAL AUDITOR :
M/s. Manish Jain & Co., Practicing Company Secretaries has been
reappointed for issuance of Secretarial Audit Report for the financial
year 2015-16 in the Board Meeting held on 31st July, 2015. The
Secretarial Audit Report for the financial year ended March 31, 2015 is
annexed herewith marked as Annexure II to this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
8. RELATED PARTY TRANSACTIONS :
There were no contracts or arrangements entered into by the company in
accordance with provisions of section 188 of the Companies Act, 2013
during the year under review. Also there were no material related party
transactions in terms of clause 49 of the listing agreement.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large.
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/
None of the Directors has any pecuniary relationships or transactions
vis-…-vis the Company.
9. MEETINGS :
Four meeting of Board of Directors were held during the year. The
details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
10. 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.
11. EXTRACT OF ANNUAL RETURN :
Extract of Annual Return, in Form MGT -9, for the Financial Year
2014-15 has been annexed with this report as Annexure III.
12. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
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.
13. REMUNERATION RATIO OF THE 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 and Companies (Particulars of Employees) Rules, 1975, 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.
14. DISCLOSURES:
AUDIT COMMITTEE
The Audit Committee comprises of Independent Directors namely Shri
Sandeep Kumar Jain (Chairman), Shri Shayam Sunder Jhawar and Ms. Rashi
Joshi as other members. All the recommendations made by the Audit
Committee were accepted by the Board.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement to deal with instance
of fraud and mismanagement, if any. Protected disclosures can be made
by a whistle blower either personally or over telephone to the Chairman
of the Audit Committee, which should be followed by a written
communication. The Policy on vigil mechanism and whistle blower policy
may be accessed on the Company's website at the link
http://www.goraniindustries.com/investors/.
15. 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 have selected such accounting policies and applied
them consistently and made judgements 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, 2015 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 have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
16. CORPORATE GOVERNANCE :
A Separate report on Corporate Governance along with Auditors'
Certificate on its compliance is attached to this report.
17. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
18. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
During the year 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.
19. 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.
20. 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.
2. Details relating to deposits covered under Chapter VI of the Act.
3. Details about the policy developed and implanted by the company on
corporate social responsibility initiatives.
4. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
5. Issue of shares (including sweat equity shares) to employees of the
Company under any Employee Stock Option scheme.
6. Neither the Managing Director nor the Whole- time Directors of the
Company receive any commission.
7. 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.
Your Directors further state that 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.
21. ACKNOWLEDGEMENT :
The Board wishes to place on record their gratitude for the
co-operation being received from the Banks, Share Transfer Agent, Stock
Exchanges, and Share Holders, customers, staff and workers of the
company and thank them for their continued support.
By Order of the Board
Anil Gorani
(Holding DIN 00055540)
Chairman
Place: Indore
Date: July 31, 2015
Regd. Office :
Plot No. 32-33, Sector F,
Sanwer Road, Industrial Area,
Indore-452015 (M.P.)
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