Dear Member (s),
The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Goyal Aluminiums"), along with the audited financial statements, for the financial year ended March 31, 2024.
The consolidated performance of the Company and its associate has been referred to wherever required.
FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)
The standalone and consolidated financial highlights of your Company are as under:
(In thousands)
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company in the review period.
OPERATIONS & FINANCIAL HIGHLIGHTS
The Company has reported consolidated revenue from operations is 6,84,647.10 thousand and total standalone revenue from operations is 6,84,647.10 thousand against total consolidated revenue from operations is 6,59,901.15 thousand and total standalone revenue from operations is 6,59,901.15 thousand for the previous year. The consolidated Net profit for the year under review amounted to 25,590.67 thousand and total standalone Net profit of 23,211.88 thousand in the current year as compared to consolidated Net profit 21,702.01 thousand and total standalone Profit incurred in last year amounting to 21,510.25 thousand.
Directors of your company have been vigorously working on to acquire more order to increase the company's profits.
Your directors are continuously looking for a new avenue for future growth of the Company and expect growth in future period. A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which form part of this report.
CHANGE IN SHARE CAPITAL STRUCTURE
During the year under review, there has been no change in the authorized share capital and issued and paid-up share capital of your Company.
The Authorized capital of the Company is ^ 14,30,00,000/- (Rupees Fourteen Crore and Thirty Lakhs only) consisting of 143000000 equity shares of ^1/- (Rupees One) each.
The issued and paid-up share capital of the company is ^ 14,27,32,780 (Rupees Fourteen Crore Twenty-Seven Lakhs Thirty-Two Thousand Seven Hundred and Eighty) consisting of 142732780 Equity Shares of ^1/-each.
There was neither any issue of Equity shares with differential rights as to dividend, voting or otherwise nor grant of any stock options or sweat equity under any scheme during the year under review. As on March 31, 2024, none of the Directors of the Company was holding any instrument convertible into Equity Shares of the Company.
DIVIDEND
The Board of Directors have not recommended any Dividend for the financial year 2023 - 2024, due to high strategic capital expenditure incurred by the Company in the financial year 2023-2024.
TRANSFER TO RESERVES
Details with regard to amount transferred to reserves are provided in the Notes to financial statements forming part of this Annual Report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the last year.
DEPOSIT
During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of financial year 2023-24. There were no unclaimed or unpaid deposits lying with your Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT.
There are no material changes and commitments affecting the financial position of the Company.
PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report. All the loans, guarantees & securities are given, and investments are made for the Business purpose.
CORPORATE SOCIAL RESPONSIBILITY
Since your Company does not have a net worth of Rs. 500 Crore or more or turnover of Rs 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
LISTING ON STOCK EXCHANGES
The equity shares of your Company are presently listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE")
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
Conservation of energy: Not applicable Technology absorption: Not applicable
Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Subsidiaries. The Company has 1 Associate Company i.e Wroley E India Private Limited running a business of manufacturing and trading of E-vehicle
Further, pursuant to sub-section 129(3) read with Rule 5 of the of Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of associate company is furnished in Form AOC-1 as Annexure- I.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors (the "Board") of your Company are responsible for and are committed to sound principles of Corporate Governance in your Company. The Board's focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholder.
Matters reserved for the Board are those affecting your Company's overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.
Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive including one Woman Director, Non-Executive and Independent Directors.
There were no changes in the composition of the Board of Directors and KMPs during the review period, Further, as on date following Directors on the Board of the Company:
DECLARATION FROM INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.
In opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.
Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnels formulated by the Company
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of the Act, not less than 2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Chahat Gupta, (DIN: 07762521), been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.
SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
As per Schedule IV of the Act, Secretarial Standards-1 ('SS-1') read with the Guidance Note on SS-1 and SEBI Listing Regulations, one meeting of Independent Directors of the Company was duly held on March 29, 2024 without the attendance of Non-Independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its performance, the directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company, apart from other statutory matters as required to be deliberated and approved by the Board.
The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. The information as specified in Schedule II to the Listing Regulations is regularly made available to the Board, whenever applicable, for discussion and consideration. Video-conferencing facility as per procedure mandated under the Act is also provided to facilitate the Directors participating in the meetings conveniently.
During the year under review, The Board met Five (07) times during the Financial Year 2023-2024. The Meetings held during the financial year 2023-24 i.e. on 12 April2023,24 April, 2023,12 August2023, 04 September, 2023,15September 2023,10 November, 2023 & 5 February, 2024.
The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during financial year 2022-23 and attendance of the Directors at such meeting is provided in the Section "Board of Directors" of "Corporate Governance Report" of this Annual Report. BOARD COMMITTEES AND MEETINGS
The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.
Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws.
a) Audit Committee;
b) Nomination and Remuneration Committee; and
c) Stakeholders' Relationship Committee
A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report" of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During financial year 2023-24, all contracts/ arrangements/ transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm's length basis.
All related party transactions are placed before the Audit Committee for its approval. All Related Party Transactions were disclosed to the Board on half yearly basis. For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report
VIGIL MECHANISM / WHISTLE BLOWER POLICY.
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated the Vigil Mechanism/Whistle Blower Policy for the Directors and Employees of the Company which provides a robust framework for dealing with genuine concerns, grievances and reporting serious and genuine unethical behavior, actual or suspected fraud and violation of the Company's code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.
The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organisation either financially or otherwise.
No complaint of this nature has been received by the Audit Committee during the year under review.
The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Company's website and can be accessed at the web link: https://www.goyalaluminiums.com/pdf/Policies/pd10.pdf
PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT. 2013
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished below:
Notes:
1. There were confirmed employees on the rolls of the Company as on 31st March 2024-08 employees
2. Median remuneration of employees of the Company during the financial year 2023-2024 was NIL
3. The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your Company's business and other material developments during the financial year under review
RISK MANAGEMENT
During the year, The Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134(3) (c) and Section 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:
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 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) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 were operating effectively
f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDITORS REPORT
STATUTORY AUDITORS
M/s. V. N. Purohit & Co. (Firm Registration Number: 304040E) were appointed by the Member of the Company at the 7th Annual General Meeting statutory auditors of the Company till the 12th Annual General Meeting of the Company. The Auditors confirmed that they are not disqualified as from continuing as Auditors of the Company.
The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. Auditor issued a Qualified report for the financial year 2023-24 and management given its explanation in following manner:
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company had appointed M/s. Anuj Gupta & Associates (Peer Review Number: 1126/2021) to conduct the Secretarial Audit of your Company for the financial year 2023 - 24.
The Company has annexed to this Board Report as "Annexure-H", the Secretarial Audit Report given by the Secretarial Auditor. The Secretarial Auditor issued Qualified report for the financial year 2023-24 and management given its explanation in following manner:
INTERNAL AUDITOR
During the financial year under review, M/s KMRG & Associates, Chartered Accountants, were appointed as Internal Auditors of the Company, to conduct the Internal Audit for the financial year 2023 - 24.
Findings and reports of Internal Auditors are reviewed by the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has established an internal control system, commensurate with the size, nature, scale and complexity of its operations. Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all financial transactions are authorised, recorded and reported correctly.
An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company.
Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.
Significant features of the Company's internal control system are:
- A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.
- The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.
- Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors and reviewers.
- Adherence with a comprehensive information security policy and continuous upgrades of the Company's IT systems for strengthening automated controls.
- During the financial year, the internal controls were tested and found effective, as a part of the Management's control testing initiative.
The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.
Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors is of the opinion that the Company's Internal Financial Controls were adequate and operating effectively for the financial year ended 31 March 2024.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace.
During the year under review, your Company has not received any complaints from the employees of the Company
CORPORATE GOVERNANCE
Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date
The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance Practices and has implemented all the stipulations prescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a separate section of Corporate Governance together with certificate of Practicing Company Secretary confirming compliance with the requirements of corporate governance form part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
CODE OF CONDUCT AND ETHICS
The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.
ANNUAL RETURN
Pursuant to the provision of Section 134(3) and Section 92(3) of the Companies Act read with read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 as on March 31, 2024 is available on the website of the Company and can be accessed at i.e https://goyalaluminiums.com/annual return.php
GREEN INITIATIVE
Your Company has implemented the Green Initiative to enable electronic delivery of notice and annual reports along with ancillary documents to the shareholders. Electronic copies of Annual Report of the financial year 2023 - 24 and the Notice of 8th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s) as on the record date.
For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants in order to contribute to above Green Initiative programme.
Pursuant to Section 108 of the Act read with relevant rules thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 8th Annual General Meeting. The instructions for e-voting are provided in the Notice of the Annual General Meeting.
ADDITIONAL DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014
- The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year:
During the Financial Year under review, the Company neither filed any application nor had any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company.
- The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereto:
During the Financial Year under review, it is not applicable to the Company.
CAUTIONARY STATEMENT
The Board's Report and Management Discussion & Analysis may contain certain statements describing the Company's objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.
The Company is not obliged to update any such forward looking statements. Some important factors that could influence the Company's operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations
ACKNOWLEDGEMENT
Your Company's organizational culture is embedded and engrossed with professionalism, integrity and continuous improvement across all its functions.
The Board of Directors place on record, their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years. Their involvements are greatly valued. The Directors look forward to your continuing support. Your directors would also like to express their appreciation for the assistance, guidance and co-operation provided by various government authorities, the banks/financial institutions, business associates, stock exchanges and other stakeholders such as members, customers, suppliers, and ancillary undertakings for their co-operation and assistance.
The Company's executives, staff and workers are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholders' involvements are greatly valued. The Directors look forward to your continuing support. The Board would like to reiterate its commitment to continue to build the organisation into a truly world-class enterprise in all aspects.