GBL INDUSTRIES · 2019-09-06 · GBL INDUSTRIES LIMITED (Formerly Known As GUIARAT BITLWTN‘ I I\IITFD) CIN: I 24117CII985I’LC007985 Date: 06.09.2019 To, Corporate Service Department

$Page 1: GBL INDUSTRIES · 2019-09-06 · GBL INDUSTRIES LIMITED (Formerly Known As GUIARAT BITLWTN‘ I I\IITFD) CIN: I 24117CII985I’LC007985 Date: 06.09.2019 To, Corporate Service Department$
GBL INDUSTRIES LIMITED(Formerly Known As GUIARAT BITLWTN‘ I I\IITFD)

CIN: I 24117CII985I’LC007985

Date: 06.09.2019

To,

Corporate Service Department

BSE Limited

Phiroze leejeebhoy Towers,

Dalal Street, Kala Godha Fort,

Mumbai- 400 001

Script Code: 539009

Dear Sir/Madam,

Sub: Submission of 33" Annual Report for Financial Year 2018-19 in pursuant to

Regulation 34 of SEBI (Listing. Obligations and Disclosure Requirements) Regulatiorg,

2015.

With reference to above subject and pursuant to Regulation 34(1) of SEBI (Listing

Obligations and Disclosure Requirements), Regulations, 2015, we are submitting herewith

Annual Report of the Company for the financial year 2018-19 duly approved and adopted

by the members at the 33rd Annual General Meeting of the Company held on Saturday, 28‘h

September, 2019 at Registered office at Ahmedabad.

Please take the same in your records and do the needful.

Thanking You.

For, GBL INDUSTRIES LIMITED

Encl: As/A

Royal. 0”: 801,8“ Moor, SAFAIPRGUADG, B/ll. Plowman Business Parts, corporate Road, Pralieaduagar,Mundadad- 380016, Guiana!

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GBL INDUSTRIES LIMITED (Formerly known as Gujarat bitumen Limited)

33RD ANNUAL REPORT

2018-2019

GBL INDUSTRIES LIMITED (Formerly known as Gujarat Bitumen Limited)

CORPORATE OVERVIEW

Board of Directors

Mr. Karan Dharmendra Parikh Managing Director Mrs. Nisha Ritesh Soni Non-Independent Director Mr. Vijay Pravinchandra Mehta Executive Director Mr. Rushabh Nitin Gandhi Independent Director Mrs. Parulben Kailashpuri Goswami Independent Director

Corporate Identity No.(CIN) L24117GJ1985PLC007985

Chief Financial Officer(CFO) Mr. Kaiwalya Ritesh Soni

Registered Office 801,SAFALPRELUDE, 8th Floor, B/h. Pinnacle Business Park, Corporate Road, Prahladnaagar, Ahmedabad, Gujarat, 380015

Contact Number 91-8160162721

Statutory Auditors

Pragnesh Thakkar & Associates Chartered Accountants, 4,Swagat Complex Third Floor, Opp Rollwala Petrol Pump, Pushpakunj, Kankaria,

Ahmedabad 3800008

Registrar & Share Transfer Agent Link InTime Pvt limited

506 to 508, 5th Floor, Amarnath Business Centre 1, H L College Road,Navrangpura,

Near St Xaviers College Corner, Ahmedabad - 380009,

E-Mail [email protected] Website www.gujaratbitumen.com

GBL INDUSTRIES LIMITED

Index

Sr. No.

Particulars Page No.

1. Notice 1-14 2. Directors’ Report 14-27

3. Annexure- I- MGT-9 (Extract of Annual Return)

28-37

4. Annexure- II-Management Discussion and Analysis Report

38-42

5. Annexure- III- MR-3 ( Secretarial Audit Report)

43-46

6. Standalone Financial Statements 47-75

7. Proxy & Attendance Forms ____


ANNUAL REPORT 2018-19 Page 1

NOTICE OF THIRTY THIRD (33RD) ANNUAL GENERAL MEETING

Notice is hereby given that the Thirty Third (33rd) Annual General Meeting of the Members of GBL INDUSTRIES LIMITED will be held on Saturday 28th September, 2019 at 12:00 Noon at the Registered Office of the Company at 801, SAFAL PRELUDE, 8th Floor, B/h. Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad, Gujarat, 380015 to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements (Standalone) of the

Company for the financial year ended March 31, 2019 and the Reports of the Board of

Directors and Statutory Auditors thereon.

2. To Appoint a director in place of Mr. Vijay Mehta (DIN: 08166417) who retires by the

rotation at the Annual General Meeting and being eligible, offers himself for the re-

appointment.

3. To appoint and fix the remuneration of Auditors:

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of

the Companies Act, 2013 (the Act) read with the Companies (Audit and Auditors) Rules,

2014, (including any statutory modification(s) or re-enactment thereof for the time being in

force), M/s. Pragnesh Thakkar & Associates, Chartered Accountant, Ahmedabad

(Membership Number: 117831), be and is hereby appointed as Statutory Auditors of the

Company to hold office, for a term of 5 (Five) consecutive years from Financial year 2019-

20 to 2023-24, from the conclusion of this Annual General Meeting (AGM) till the conclusion

of 38th AGM to be held in the Year 2024, at a remuneration fix by the Board of Directors

consultation with them.

RESOLVED FURTHER THAT any of the Director and/or Company Secretary of the

Company be and is hereby authorized to do all such acts, deeds, matters and things as may

be necessary, proper or expedient to give effect to this resolution and thereby execute all

such documents, instruments, papers and writings etc., on behalf of the Company, as may be

required from time to time for the aforesaid matter.”

SPECIAL BUSINESSES:

4. REGULARISATION OF MRS. PARULBEN KAILASPURI GOSWAMI (DIN: 08445041) AND

MR. RUSHABH NITIN GANDHI (DIN:08445196) AS NON-EXECUTIVE INDEPENDENT

DIRECTORS OF THE COMPANY:

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 149, 152 and read with Schedule IV and all other applicable provisions of the Companies Act, 2013, if any, and read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mrs. Parulben Kailaspuri Goswami (DIN: 08445041) and Mr. Rushabh Nitin Gandhi



(DIN:08445196) who were appointed as Additional Independent Directors by the Board of Directors at their meeting with effect from 10th May, 2019 pursuant to provision of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, who have submitted declaration that they meet the criteria for independence as provided in section 149(6) of the Act and being eligible for appointment, the Company has received a notice in writing under Section 160 of the Companies Act, 2013 by Mrs. Parulben Kailaspuri Goswami and Mr. Rushbh Nitin Gandhi proposing their candidature for the office of Directors, be and are hereby appointed as Independent Directors of the Company to hold office for 5 consecutive years for a term from 10th May, 2019 to 9th May, 2024 and they shall not be liable to retire by rotation.” “RESOLVED FURTHER THAT any of the Directors and/or Company Secretary of the Company be and are hereby authorized Jointly/Severally as to do all such acts, deeds and things incidental thereto to give effect to the aforesaid resolution.”

5. REGULARISATION OF MRS. NISHA RITESH SONI (DIN: 08413106) AS A NON-

EXECUTIVE NON-INDEPENDENT DIRECTOR OF THE COMPANY:

To consider and if thought fit to pass with or without modification(s) the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provision of section 149, 152, 160 and all other applicable

provisions of the Companies Act, 2013("Act”) and the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-

enactment thereof for the time being in force and other applicable provisions if any Mrs.

Nisha Ritesh Soni who was appointed as Additional Director of the Company with effect

from 8th April, 2019 by the Board of Directors pursuant to section 161 of the Act and who is

eligible for appointment for the office of the Director be and is hereby appointed as Non-

executive and Non independent Director of the Company, whose period of office will be

liable to Retire by rotation.

RESOLVED FURTHER THAT any of the Director and/or Company Secretary of the

Company be and is hereby authorised to do all such acts, deeds and take all such step as

may be necessary, proper or expedient to give effect to the above resolution.”

6. APPOINTMENT OF MR. KARAN DHARMENDRABHAI PARIKH (DIN:08427355) AS A

MANAGING DIRECTOR OF THE COMPANY :

To consider and if thought fit to pass with or without modification(s) the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of the Section 196, 197, 198 and 203 read with Schedule V and any other applicable provisions of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company if applicable and all applicable guidelines issued by the Central Government from time to time and subject to such other approvals, as may be necessary, approval of members be and is hereby accorded to the appointment of Mr. Karan Dhramendrabhai Parikh (DIN: 08427355) as a Managing Director of the company for period of Three years with liberty to the Board of Director referred to as “Board” to alter and vary the terms and conditions of the said appointment as it may deem fit and acceptable to Mr. Karan Dhramendrabhai Parikh, subject to the same not exceeding the



limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactments thereof.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Director and/or Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things as deem necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-forms with the Registrar of Companies, Gujarat, Ahmedabad.”

Place: Ahmedabad For and On Behalf of Board of Directors of Date: 02.09.2019 GBL INDUSTRIES LIMITED Sd/-

Karan Parikh Managing Director

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. Pursuant to provision of Section 105 of Companies Act, 2013 a person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. The instrument of Proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the Meeting.

2. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company a certified copy of the relevant Board Resolution together with the specimen signatures of their authorized representatives to attend and vote on their behalf at the Meeting.

3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to Special Business setting out material facts is annexed hereto.

4. Information as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to Brief resume of Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold Directorships and the Memberships of Board Committees, shareholding and relationships between directors inter-se as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Annexure to the explanatory statement attached to this Notice.

5. Shareholders may be aware that the Companies Act, 2013, permits service of the Notice of the Annual General Meeting through electronic mode. Further, in line with circular issued by the Securities and Exchange Board of India (SEBI) and consequent changes in the Rule 11 of the Companies (Accounts) Rules, 2014 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, companies can send Annual Report in electronic mode to Members who have registered their e-mail addresses for the purpose. In view of the above, the Company would communicate the important and relevant information, events and send the documents including the intimations, notices, annual



reports, financial statements etc. in electronic form, to the email address of the respective Member. To support green initiative of the Government in full measure, Members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses in the following manner: The shareholders who are holding shares in demat form and have not yet registered their e-mail IDs with their Depository Participant are requested to register their e-mail address at the earliest. Electronic copy of the Annual Report including Notice of the 33rd Annual General Meeting of the Company inter-alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes. However, those members who desire to have a physical copy may request for the same to Company or RTA. For members who have not registered their email IDs, physical copies of the Annual Report are being sent in the permitted mode. The Annual Report of the Company will also be made available on the Company’s website www.gujaratbitumen.com

6. The Register of Members and Share Transfer Books of the Company will remain closed from 21st September, 2019 to 28th September, 2019 (both days inclusive) for the purpose of Annual General Meeting.

7. The Company or its Registrars and Transfer Agents, Link Intime India Private Limited cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participants.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts.

9. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company/Registrar of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

10. MEMBERS HOLDING EQUITY SHARES IN ELECTRONIC FORM, AND PROXIES THEREOF, ARE REQUESTED TO BRING THEIR DP ID AND CLIENT ID FOR IDENTIFICATION. Members are requested to bring their Attendance Slip along with copies of their Annual Report at the meeting.

11. Member / proxy holder shall hand over the attendance slip, duly filled in all respect, at the entrance for attending the Meeting along with a valid identity proof such as the PAN card, passport, AADHAR Card or driving license.

12. With a view to serving the Members better and for administrative convenience, an attempt would be made to consolidate multiple folios. Members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings in one folio.

13. Route-map to the venue of the Meeting is provided at the end of this Notice.

14. During the period beginning 24 hours before the time fixed for the commencement of Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the Company. All documents referred to in the notice and the explanatory statement and other statutory

http://www.gujaratbitumen.com/



registers shall be available for inspection by the Members at the registered office of the Company during office hours on all working days between 11.00 a.m. and 1.00 p.m., on all days except Saturdays, Sundays and public holidays, from the date hereof up to the date of the Meeting and at the venue of the Meeting for the duration of the Meeting.

15. In case of joint holders attending the meeting, only such joint holder who presides in the order of name will be entitled to vote.

16. Members desirous for any information or queries on accounts / financial statements or relating thereto are requested to send their queries at least seven days in advance to the Company at its registered office address to enable the Company to collect the relevant information and answer them in the Meeting.

17. Voting through Electronic means In compliance with Section 108 and other applicable provisions of the Companies Act, 2013, if any, read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, and SEBI (LODR) Regulations, 2015, the Company is pleased to provide its Shareholders with the facility of “remote e-voting” (e-voting from a place other than venue of the AGM), to enable them to cast their votes at the 33rd Annual General Meeting (AGM) and the business at the 33rd AGM may be transacted through such voting. The Company has entered into an agreement with Central Depository Services (India) Ltd. (CDSL) for facilitating e-voting to enable all its Shareholders to cast their vote electronically. The facility for voting, either through electronic voting system or ballot/polling paper shall also be made available at the venue of the AGM, apart from the remote e-voting facility provided prior to the date of AGM. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again at the AGM. The Company has appointed Geeta Serwani & Associates, Practicing Company Secretary, as the Scrutinizer for conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner. The Scrutinizer shall make a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, during the remote e-voting and voting at the AGM, not later than three days of conclusion of the meeting, to the Chairman or a person, authorized by him in writing. The Chairman or a person, authorized by him in writing, shall declare the results of the AGM forthwith. The results declared along with the Scrutinizer’s report shall be placed on the Company’s website and on the website of CDSL and shall be communicated to the Stock Exchanges.

18. In accordance with rule 20 of the Companies (Management and Administration) Amendment rules, 2015 the Company has fixed Friday 20th September, 2019 as the “cut off date” to determine the eligibility to vote by electronic means or in the general meeting. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting.

THE INSTRUCTIONS TO SHAREHOLDERS OF THE COMPANY FOR E-VOTING ARE AS FOLLOWS:



(i) The Remote E-voting period begins on Wednesday, 25th September, 2019 at 9.00 a.m. and ends on Friday 27th September, 2019 at 5.00 p.m. During this period the eligible shareholders of the Company, holding shares either in physical form or in Demat form, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The Shareholder should log on to e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now enter your User ID

For CDSL: 16 digits beneficiary ID

For NSDL: 8 Character DP ID followed by 8 digits Client ID.

Members holding shares in physical form should enter the folio Number registered

with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form. PAN Enter your 10 digit alpha-numeric PAN issued by Income

Tax Department (Applicable for both Demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the Sequence Number in the PAN field. The Sequence Number is printed on Annual Report.

DOB Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in DD/MM/YYYY format.

Dividend Bank Details

Enter the Dividend Bank Details (Account Number) as recorded in your demat account or in the Company records for the said demat account or folio. • Please enter the DOB in order to login. If the details are not recorded with the depository or Company pleas enter the member id / folio number in the Dividend Bank details field as mentioned in instruction 7.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through

http://www.evotingindia.com/



CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.

(xi) Click on the EVSN for “GBL Industries Limited” on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTION FILE LINK” if you wish to view the entire Resolutions details.

(xiv) After selecting the resolutions you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote or cast your vote again.

(xvi) You can also take out the print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Members can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non-Individual Shareholders and Custodians:

Non-Individual shareholders (i.e. other than Individuals, HUF and NRI etc.)

and Custodian are required to log on to www.evotingindia.com and register

themselves as Corporate.

A Scanned copy of the Registration form bearing the stamp and sign of the

entity should be emailed to [email protected].

After receiving the login details a Compliance user should be created using

the admin login and password. The Compliance user would be able to link the

account(s) for which they vote on.

The list of accounts should be mailed to [email protected] and

on approval of accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which

they have issued in favour of the Custodian, if any, should be uploaded in PDF

format in the system for the scrutinizer to verify the same.

mailto:[email protected]

mailto:[email protected]



(xx) Those persons, who have acquired the shares and have become the Members of the Company after the dispatch of Notice of the AGM by the Company and whose name appear in the Register of Members or Register of beneficial holders as on the cut off date 30th August, 2019 shall view the Notice of the 33rd AGM on the Company’s website or on the Company’s website or on the website of CDSL. Such Members shall exercise their voting rights through remote e-voting by following the procedure as mentioned above or by voting at the AGM.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQ”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk [email protected].

Place: Ahmedabad For and On Behalf of Board of Directors of Date: 02.09.2019 GBL INDUSTRIES LIMITED

Sd/- Karan Parikh Managing Director/Chairman

DIN: 08427355



ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES

ACT, 2013

ITEM NO. 4

Mr. Rushabh Nitin Gandhi (DIN: 08445196), 28 years old, is resident of India. He has more

than 5 years of experience of marketing field and public relations. His knowledge and

experience would be in the interest of the Company.

Mrs. Parulben Kailaspuri Goswami (DIN: 08445041), 38 years old, is resident of India. She

has experience in the field of Administration. Her knowledge and experience would

beneficial for the Company.

Mr. Rushabh Nitin Gandhi and Mrs. Parulben Kailaspuri Goswami were appointed as

Additional Directors of the Company with effect from May 10, 2019 by the Board of

Directors. In terms of Section 161(1) of the Companies Act, 2013, they hold office upto the

date of this ensuing Annual General Meeting and they are eligible for the appointment as

Non Executive Independent Directors not liable to retire by rotation. Mr. Rushabh Nitin

Gandhi and Mrs. Parulben Kailaspuri Goswami have given declarations to the Board that

they meet the criteria of independence as provided under Section 149(6) of the Act.

Except Mr. Rushabh Nitin Gandhi and Mrs. Parulben Kailaspuri Goswami, being appointees, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

This statement may also be regarded as an appropriate disclosure under the Listing Regulations.

The Board commends the Ordinary Resolution set out at Item No. 4 of the Annual General Meeting Notice for approval by the members.

ITEM NO. 5

The Board at its meeting held on 8th April, 2019, appointed Mrs. Nisha Riteshbhai Soni

(Holding DIN: 08413106) as additional Non Executive Non Independent director pursuant

to Section 161 of the Companies Act, 2013. Mrs. Nisha Riteshbhai Soni is not disqualified

from being appointed as Directors in terms of Section 164 of the Act. As per the

recommendation of the Nomination and Remuneration Committee the Board is

considering the regularization of appointment of Mrs. Nisha Riteshbhai Soni (DIN:

08413106) from Additional Non Executive and Non Independent Director to Non

Executive Non Independent Director of the Company liable to retire by rotation. .

The Board considers that her association would be immense benefit to the Company and it

is desirable to avail her services as Director.



The Board recommends the Ordinary Resolution set forth in Item No. 5 of Annual General

Meeting notice for the approval of Members.

Except Mrs. Nisha Riteshbhai Soni and Mr. Kaiwalya Soni (CFO), none of the Directors, Key

Managerial Persons or their relatives, in any way, concerned or interested in the said

resolution in the passing of the resolution set out at Item No. 5 of the Annual General

Meeting Notice.

ITEM NO. 6

The principal terms and conditions of Mr. Karan Dharmendra Parikh appointment as Managing Director are as follows

1. Effective Date: 10th May, 2019

2. Remuneration: Upto Rs. 120000 per Annum

3. Tenure: 3 Years

4. Nature of Duties:

a) The Managing Director shall devote his whole time and attention to the business of the Company and carry out such duties, as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.

b) The Managing Director undertakes to employ the best of the skill and ability to make his utmost endeavors to promote the interests and welfare of the Company and to conform to and comply with the directions and regulations of the Company and all such orders and directions as may be given to him from time to time by the Board.

5. The Managing Director, so long as he functions as such, undertakes not to become interested or otherwise concerned, directly or through his spouse and/or children, in any selling agency of the Company.

6. The terms and conditions of the appointment of the Managing Director may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this regard, in such manner as may be agreed to between the Board and the Managing Director, subject to such approvals as may be required.

7. In the event the Managing Director is not in a position to discharge his official duties due to any physical or mental incapacity, the Board shall be entitled to terminate his contract on such terms as the Board may consider appropriate in the circumstances

8. If at any time, the Managing Director ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and Managing Director of the Company.

The Directors are of the opinion that Mr. Karan Dharmendra Parikh’s knowledge and experience will be beneficial for the Company.



The Board recommends the Ordinary Resolution set forth in Item No. 6 of Annual General Meeting notice for the approval of Members. Except Mr. Karan Dharmendra Parikh, none of the Directors or Key Managerial Personnel or their relatives are in any way concerned or interested in the passing of the resolution set out at Item No. 6 of the Notice. Place: Ahmedabad For and On Behalf of Board of Directors of Date: 02.09.2019 GBL INDUSTRIES LIMITED Sd/- Karan Parikh Managing Director/Chairman DIN: 08427355



ANNEXURE TO THE NOTICE

Relevant information pursuant to Regulation 36(3) of the Listing Regulations about appointment of a New Director or re-appointment of a Director

PARTICULARS

MR. VIJAY MEHTA

MRS. NISHA RITESHBHAI SONI

MR. KARAN DHARMENDRABHAI PARIKH

MRS. PARULBEN KAILASPURI GOSWAMI

MR. RUSHABH NITIN GANDHI

Date of Birth

06.07.1963

04.08.1972 11.07.1991 17.04.1981 29.04.1991

Appointed on

18.12.2018

08.04.2019 10.05.2019 10.05.2019 10.05.2019

Qualifications

B.Com, LLB

Graduate HSC Graduate Graduate

Brief Profile He has more than 25 years of experience in AccountingAdministration and Legal fields which will be beneficial for the future prospects of the Company

She has experience in Human Resource Management for more than 4 years.

He has knowledge of Accounting and Administration which will be beneficial for future prospect of the Company.

She has experience in the field of Administration

He has more than 5 years of Experience in the field of Marketing and Public Relations

Directorships held in other Public Limited Companies

Nil Nil Nil Nil Nil

Memberships/Chairmanships of Audit and Stakeholder’s Relationship Committees across Public Companies

Nil Nil Nil Nil Nil

Shareholding in the

Nil Nil Nil Nil Nil



Company as on March 31, 2019 Relationship with other Directors/Key Managerial Personnel

Nil Mother of Mr. Kaiwalya Soni (CFO)

Nil Nil Nil

Directorships of other Boards as on March 31, 2019

Nil Nil Nil Nil Nil

Membership/ Chairmanship of Committees of other Boards as on March 31, 2019

Nil Nil Nil Nil Nil



Route Map to the venue of the Annual General Meeting

Map data ©2019 100 m


Regi. Office: 801, SAFAL PRELUDE, 8th Floor, B/h. Pinnacle Business Park, Corporate

Road, Prahladnagar, Ahmedabad, Gujarat-380015



DIRECTORS’ REPORT

To,

The Members


Ahmedabad

Your Directors have great pleasure in presenting the 33rd Annual Report on business and

operation of the Company and Standalone and Consolidated Audited Accounts for the financial

year ended March 31, 2019.

FINANCIAL RESULTS: (Rs. In Lakh)

PARTICULARS Financial Year Ended Financial Year Ended

2018-19 2017-18 Revenue From Operations 2521.29 1687.42 Other Income 2.36 14.60 Total Revenue 2523.65 1702.02 Profit Before Finance Cost and Depreciation

30.09 35.01

Finance Cost 0.15 12.48 Depreciation 3.75 3.39 Profit Before Tax 26.19 19.14 Tax Expenses Current Tax 13.50 5.75 Deferred Tax 0.54 0.70 Net Profit for the Year 28.15 12.69

1. OPERATIONS:

During the year under review, the revenue from operations of the Company for the financial

year 2018-2019 increased to Rs.2521.29 Lakh as compared to Rs.1687.42 Lakh in the

previous financial year 2017-18. Your Company has earned Profit after tax of Rs. 28.15 Lakh

against Rs. 12.69 Lakh in the previous year.

2. DIVIDEND

With a view to conserve resources for expansion of business, your Directors have thought it

prudent not to recommend any dividend for the financial year under review.

3. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount to reserves during the

year under review

4. SHARE CAPITAL:

During Financial Year 2019 there was no change in the authorised and paid-up share capital

of the Company. The authorised and Paid up share Capital of the Company as on March 31,

2019 is Rs. 500 Lakh respectively.



The Company has neither issued any shares with differential rights as to dividend, voting or

otherwise nor issued any sweat equity shares during the year under review.

5. SUBSIDIARY COMPANY:

The company has divested 100% (1,60,000 Equity shares) Equity Stake in “Rahul Papers

India Private Limited” (“the Subsidiary Company”) as on 28th September, 2018. Now there is

no subsidiary as on March 31, 2019.

There are no associate companies or joint venture companies within the meaning of Section

2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of

the business of the subsidiary.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of seven Directors, of which three are

Executive Directors, one Non-executive Woman Director and three Independent Directors

(including a Woman Director).The constitution of the Board of Directors of the Company is in

accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing

Regulations, as amended from time to time.

Directors retiring by rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company,

Mr. Vijay Mehta, Managing Director of the Company, liable to retire by rotation at the ensuing

Annual General Meeting and being eligible have offered himself for re-appointment. The

Board of Directors recommend his re-appointment and the matter is being placed for seeking

approval of members at the ensuing Annual General Meeting of the Company.

Appointment

Mr. Piyush Jayantilal Shah was appointed as as Non executive Independent Directors of the

Company w.e.f. 31st July, 2018.

Mrs. Nisha Ritesh Soni and Mr. Kaiwalya Soni, non executive Directors of the Company

appointed as additional Directors of the Company w.e.f. 8th April, 2019 and Mr. Rushabh Nitin

Gandhi and Mrs. Parulben Kailaspuri Goswami are appointed as Non executive Independent

Directors of the Company w.e.f. 10th May, 2019 up to date of subsequent AGM. As per

requirements of provisions of the Companies Act, 2013 and rule made there under, the

Independent Directors are not liable to retire by rotation and are required to be appointed by

shareholders. Therefore, it is proposed to appoint Mr. Rushabh Nitin Gandhi and Mrs.

Parulben Kailaspuri Goswami as non Executive independent Directors for a term of five

consecutive years.

-Mrs. Nisha Soni is proposed to regularize as Director of the Company at the ensuing Annual

General Meeting of the Company.

-Mr. Karan Parikh was appointed as a Director of the Company w.e.f. 30th April, 2019, subject

to approval by members at the ensuing Annual General Meeting of the Company.



Resignation

-Mr. Naresh Chiplunkar and Mr. Parimal Patwa have resigned from the directorship of the

Company w.e.f. 31st July, 2018.

-Mrs. Shilpa Kamleshbhai Solanki and Mr. Piyush Jayantilal Shah have resigned from the

directorship of the Company w.e.f. 8th April, 2019.

-Mr. Dhiral Dave, Mr. Shailesh Prajapati and Mr. Kaiwalya Soni have resigned from the

directorship of the Company w.e.f. 10th May, 2019.

-Mr. Vijay Mehta has resigned from the post of Managing Director w.e.f. 10th May, 2019 but

continued to be as a Director of the Company.

Key managerial Personnel

-Mr. Shailesh Harivadan Prajapati has resigned from the post of Managing Director of the

Company w.e.f. 18th December, 2018. Mr. Vijay Pravinchandra Mehta is appointed as a

Director and Managing Director of the Company. The appointment was approved by the

members of the Company vide Postal Ballot concluded on 19th April, 2019.

-Mr. Shailesh Prajapati has resigned from the post of CFO (Chief Financial Officer) of the

Company w.e.f. 10th May, 2019 and Mr. Kaiwalya Ritesh Soni is appointed as CFO (Chief

Financial Officer) of the Company.

-Mr. Karan Dharmendrabhai Parikh is appointed as Managing Director of the Company in

place of Mr. Vijay Pravinchandra Mehta w.e.f. 10th May, 2019.

- Ms. Kiran Nitesh Prajapati has resigned from the post of Company secretary of the Company

w.e.f. 2nd July, 2019.

7. APPROVAL OF RECLASSIFICATION OF PROMOTER AND PROMOTER GROUP TO

PUBLIC:

The Company has received approval as on 21st November, 2018 from the stock exchange BSE

Ltd for reclassification of the following promoter Shareholders as public Shareholders under

the provisions of Regulations 31A of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

Sr. No. Name of Shareholders 1. Mohan Laxmandas Punjabi 2. Parimal Suryakant Patwa 3. Jyoti Dhirajlal Shah 4 Kirit Suryakant Patwa 5 Usha Dhirajlal Shah 6 Nimit Jayendra Shah 7 Mita Kiran Patwa 8 Reshma Gautam Shah 9 Rajvi Jayendra Shah 10 Prakash Kantilal Shah 11 Rekha Parimal Patwa 12 Amita Kirit Patwa



8. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Board of Directors duly met 13 (Thirteen) times.

Details of Board Meetings for the year under review are tabulated hereunder:

***Mr. Shailesh Prajapati is appointed as a Managing Director in place of Mr. Mayank Agarwal

of the Company w.e.f. 13.06.2018.

**Mr. Parimal Patwa and Mr. Naresh Chiplunkar have resigned from the directorship of the

Company.

***Mr. Vijay Mehta is appointed as a Managing Director in place of Mr. Shailesh Prajapati

w.e.f. 18.12.2018 but he has continued as Director of the Company.

9. DECLARATION BY INDEPENDENT DIRECTOR(S):

In accordance with Section 149(7) of the Companies Act, 2013, as amended, each

Independent Director of the Company has given written declaration confirming that he/she

meets the criteria of independence as stipulated under Section 149(6) of the Companies Act,

2013.

10. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31st March, 2019 in Form

MGT – 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies

(Management and Administration) Rules, 2014, are set out herewith as “Annexure- I” to this

Report.

11. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board

committees, and individual directors pursuant to the provisions of the Act, SEBI Listing

Regulations and the Guidance Note on Board Evaluation issued by the Securities and

Exchange Board of India on January 5, 2017. 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

Sr No.

Date of Board Meetings

Mayank Agarwal*

Parimal Patwa**

Naresh Chiplunkar**

Shilpa Solanki

Dhiral Dave

Shailesh Prajapati*

Piyush Shah

Vijay Mehta****

1 30.05.2018 -- -- -- 2 13.06.2018 -- -- -- -- -- 3 31.07.2018 -- -- -- -- -- 4 14.08.2018 -- -- -- -- 5 01.09.2018 -- -- -- -- 6 28.09.2018 -- -- -- -- 7 14.11.2018 -- -- -- Absent - -- 8 18.12.2018 -- -- -- Absent -- 9 12.01.2019 -- -- -- Absent 10 19.01.2019 -- -- -- Absent 11 14.02.2019 -- -- -- Absent 12 15.03.2019 -- -- -- Absent 13 28.03.2019 -- -- -- Absent



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. In a separate meeting of independent directors,

performance of non-independent directors, the Chairman of the Company and the board as a

whole was evaluated, taking into account the views of executive directors and non-executive

directors.

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 the board meeting that followed the meeting of the independent directors and meeting of

Nomination and Remuneration Committee, the performance of the board, its committees, and

individual directors was also discussed. Performance evaluation of independent directors

was done by the entire board, excluding the independent director being evaluated.

12. REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and senior management

employees, details of the same are given in the website of the Company

www.gujaratbitumen.com

13. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 29th March, 2019 inter alia,

to discuss:

Review of the performance of the Non- Independent Directors and the Board of

Directors as a whole.

Review of the Chairman of the Company, taking into the account of the views of the

Executive and Non- Executive Directors.

Assess the quality, content and timeliness of flow of information between the

management and the Board that is necessary for the Board to effectively and reasonably

perform its duties.

All the Independent Directors were present in the meeting.

14. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(3) of the Companies Act, 2013, the Directors would like to state:

(a) that in the preparation of the annual financial statements for the year ended March 31,

2019, the applicable accounting standards have been followed along with proper explanation

relating to material departures, if any;

http://www.gujaratbitumen.com/



(b) that such accounting policies as mentioned in the Notes to the Financial Statements have

been selected and applied consistently and judgment and estimates have been made 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, 2019 and of the profit of the Company for the year ended on that

date;

(c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were

adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws were in place

and were adequate and operating effectively.

15. COMMITTEE OF THE BOARD:

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has

following Committees in place:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Committee

During the year, your Directors have constituted or reconstituted wherever required, the

following committees of the Board is in accordance with the requirements of the Companies

Act, 2013. The Composition, terms of reference and other details of all Board level

committees have been elaborated in detail:

AUDIT COMMITTEE:

The Audit Committee comprises of executive and non executive Independent Director as its

Member. The Chairman of the committee is Independent Director.

During the Financial year 2018-2019, 6 meeting of Audit Committee were held on

30.05.2018, 14.08.2018, 14.11.2018, 19.01.2019, 14.02.2019 and 15.03.2019.

The Composition of Audit Committee and the details of meetings attended by the members

during the year are given below:

Sr. No.

Name of the Director

Status Nature of Directorship

No. of Meeting

Meeting Attended

1. Mr. Naresh Dattaram Chiplunkar*

Chairman Independent Director

6 1

2. Mr. Parimal Suryakant Patwa*

Member Executive Director

6 1



3. Mr. Dhiral Dave Member Independent Director

6 6

4. Mr. Piyush Shah** Member Independent Director

6 5

5. Mrs. Shilpa Solanki Member Independent Director

6 1

*Mr. Naresh Dattaram Chiplunkar and Mr. Parimal Suryakant Patwa have resigned from the

Directorship of the Company w.e.f. 31st July, 2018.

** Mr. Piyush Shah is appointed as a Non-Executive Independent Director w.e.f. 31st July,

2018 and became the member of the Committee on 14th August, 2018.

The Members of the Audit Committee are financially literate and have requisite accounting

and financial management expertise. During the year under review, all the recommendations

made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three non-executive Directors as its members. The Chairman of

the Committee is an Independent Director.

During the Financial year 2018-2019, 5 meeting of Nomination and Remuneration

Committee were held on 13.06.2018, 31.07.2018, 01.09.2018, 18.12.2018 and 15.03.2019

The Composition of Nomination and Remuneration Committee and the details of meetings

attended by the members during the year are given below:

Sr. No.



No. of Meeting

Meeting Attended



5 1



5 1

3. Mrs. Dhiral Dave** Chairman Independent Director

5 4


5 2

5. Mr. Shailesh Prajapati

member Executive Director

5 4

*Mr. Naresh Dattaram Chiplunkar and Mr. Parimal Patwa have resigned from the

Directorship of the Company w.e.f. 31st July, 2018.

** Mr. Dhiral Dave is appointed as a chairman of the Committee w.e.f. 31st July, 2018.

STAKEHOLDERS COMMITTEE:

The Stakeholders Committee comprises of executive and non executive Independent Director

as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2018-2019, 5 meeting of Stakeholders Committee were held on

30.05.2018, 14.08.2018, 14.11.2018, 06.02.2019, 14.02.2019.



The Composition of Stakeholders Committee and the details of meetings attended by the

members during the year are given below:

Sr. No.



No. of Meeting

Meeting Attended



5 1



5 1


5 1

4. Mr. Dhiral Dave Member Independent Director

5 5

5. Mr. Piyush Shah Chairman Independent Director

5 4

* Mr. Naresh Dattaram Chiplunkar and Mr. Parimal Suryakant Patwa have resigned from

the Directorship of the Company w.e.f. 31st July, 2018.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS:

There are no significant or material orders passed by the regulators, courts or tribunals

having an impact on the future operations of the Company or its going concern status.

17. PUBLIC DEPOSITS:

Your Company has not accepted deposit from public during the year and there was no

deposit outstanding on 31st March 2019.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Yours Company has not given any loan / guarantee or provided any Security or made any

investment to any person (except those required for business purpose).

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal Controls which provide

reasonable assurance regarding reliability of financial reporting and preparation of financial

statements. The Company also ensures that internal controls are operating effectively.

20. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate

Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Net worth

not exceeding Rs. 25 crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the

provisions of Corporate Governance shall not apply to the Company and it does not form the

part of the Annual Report for the financial year 2018-2019.



21. RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and to

promote a pro-active approach in reporting, evaluating and resolving risks associated with

the business.

Major risks identified by the businesses and functions are systematically addressed through

mitigating actions on a continuing basis. These are discussed at the meetings of the Audit

Committee and the Board of Directors of the Company. The Company’s internal control

systems are commensurate with the nature of its business and the size and complexity.

22. REGISTERED OFFICE OF THE COMPANY:

The Company Registered office is shifted from “F-901, Titanium City Centre, Nr. Sachin

Tower, 100 Ft Road, Satellite, Ahmedabad-380015” to “801, SAFAL PRELUDE, 8th Floor, B/h.

Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad, Gujarat, 380015” with

effect from 1st May, 2019.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) (e) of the Securities Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion

and Analysis Report is presented in a separate section as “Annexure II” forming part of the

Annual Report.

24. STATUTORY AUDITORS AND AUDITOR’S REPORT:

During the financial year M/s. Hitesh Loonia & Associates has resigned from the office of the

Statutory Auditor of the Company w.e.f. 12.01.2019 due to pre-occupation.

Pursuant to the provisions of Sections 139 to 142 and other applicable provisions, if any, of

the Companies Act, 2013 read with the underlying rules and on the recommendation of the

Audit Committee, the Board of Directors in its meeting held on 19th January, 2019, proposed

that M/s. Akshay Mohnot & Co., Chartered Accountants, Ahmedabad (Firm Registration

number: 075126) be and is hereby appointed as the statutory auditor of the Company to fill

casual vacancy caused due to the resignation of M/s. Loonia & Associates.

M/s. Akshay Mohnot & Co. Chartered Accountants are appointed as Statutory Auditors for

conducting statutory audit of the Company for the F.Y. 2018-19 and shall hold office upto the

ensuing Annual General Meeting of the Company, on a remuneration that may be determined

by the Board of Directors in consultation with the auditor. The appointment was approved by

the members of the Company vide Postal Ballot concluded on 19th April, 2019.

In accordance with Section 139 of the Companies Act, 2013, the Board of Directors at their

meeting held on September 2, 2019, based on the recommendation of the Audit Committee,

has recommended the appointment of M/s. Pragnesh Thakkar & Associates, Chartered

Accountant, Ahmedabad [Membership Number: 117831], as a Statutory Auditor of the

Company for a period of 5 consecutive years, commencing from conclusion of ensuing 33rd

AGM till the conclusion of 38th AGM, to be held in the Year 2024, subject to approval of the

Members of the Company.



M/s. Pragnesh Thakkar & Associates have confirmed their willingness and eligibility for

appointment in accordance with Section 139 read with Section 141of the Act.

The Auditors Report does not contain any qualification, reservation or adverse remark on the

financial statements for the year ended March 31, 2019.

25. 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. Geeta Serwani & Associates, Practising Company

Secretary, to undertake the secretarial audit of the Company. Secretarial Audit Report for the

year 2018-19 in the prescribed form MR-3 is annexed to this Report as “Annexure- III”.

The comments and explanation are as under:

Company has not appointed internal auditor during the year under review.

Explanation: Company is in process of appointment of internal auditor.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION & REDRESSAL) ACT, 2013:

Your Company is committed to provide a work environment which ensures that every

woman employee is treated with dignity, respect and equality. There is zero- tolerance

towards sexual harassment and any act of sexual harassment invites serious disciplinary

action. The Company has established a policy as per under Section 22 of Sexual Harassment

of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 against Sexual

Harassment for its employees.

The policy allows any employee to freely report any such act and prompt action will be taken

thereon.

The Policy lays down severe punishment for any such act. Further, your Directors state that

during the year under review, there were no cases of sexual harassment reported to the

Company.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY FROM END OF FINANCIAL YEAR TILL DATE OF

REPORT:

There have been no material changes and commitments, if any, affecting the financial

position of the Company which have occurred between the end of the Financial Year of the

Company to which the Financial Statements relate and the date of this Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN

EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption



NIL

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL

Total Foreign Exchange Earned : NIL

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not covered under the criteria of the provision of Section 135 of the

Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules,

2014, and therefore it is not mandatory for the Company to have the Corporate Social

Responsibility.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

REFERRED TO IN SECTION 188:

During the year there is no contracts or arrangements with related parties referred to in

Section 188(1) of the Companies Act, 2013.

31. POLICIES AND CODES OF THE COMPANY:

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has framed a Policy of Sexual Harassment of women at workplace to follow

gender neutral approach in handling complaints of sexual harassment. The Sexual

Harassment policy has been available on the website of the Company

www.gujaratbitumen.com

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related Party Transaction to set out

the dealing with the transaction between the Company and its related parties. The Policy on

Materiality of Related Party Transaction has been available on the website of the Company

www.gujaratbitumen.com.

POLICY FOR PRESERVATION OF DOCUMENTS & ARCHIVAL DOCUMENTS:

Your Company has formulated Policy for preservation of Documents and Archival

Documents. Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“Listing Regulations”) imposed certain obligations and

disclosure requirements on all listed entities, pursuant to Regulation 9 being to formulate

and put in place a policy for preservation of documents. The same has been available on the

website of the Company www.gujaratbitumen.com.

PREVENTION OF INSIDER TRADING:

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code

of Conduct to regulate, monitor and report trading by employees and other connected

persons and code of practices and procedure for fair disclosure of unpublished price



Sensitive Information. The same has been available on the website of the Company

www.gujaratbitumen.com.

POLICY AND PROCEDURES FOR INQUIRY IN CASE OF LEAK OF UPSI:

Pursuant to provisions of the regulations, the Board has implemented a Policy and

Procedures for inquiry in case of Leak of Unpublished Price Sensitive Information to

strengthen the internal control system to prevent leak of UPSI, to restrict and prohibit the

practice of sharing of UPSI, with the un-authorized person, which originates from within the

company and which affects the market price of the Company as well as loss of reputation and

investors / financer’s confidence in the company, to have a uniform code to curb the un-

ethical practices of sharing UPSI by Insiders, Employee & Designated Persons with any

person, firm, Company or Body Corporate. The same has been available on the website of the

Company www.gujaratbitumen.com.

POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURES:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”)

requires every Listed Company to disclose events or information which, in the opinion of the

Board of Directors of a Company are material. Regulation 30 of the Regulations mandates

disclosure of all deemed material events to the Stock Exchanges. The same has been available

on the website of the Company www.gujaratbitumen.com.

WHISTLE BLOWER POLICY (VIGIL MECHANISM):

Your Company has revised Whistle Blower Policy to provide a framework to promote

responsible and secure whistle blowing within the Organization. It provides guidance and a

procedural framework to directors, employees, customers, vendors and/or third party

intermediaries wishing to raise a concern about irregularities and/or frauds and any other

wrongful conduct within the Company without fear of reprisal, discrimination or adverse

employment consequences and to create the awareness amongst employees to report

instance of leak of unpublished price sensitive information. The same has been available on

the website of the Company www.gujaratbitumen.com.

CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the code of Conduct to maintain standard of business conduct

and ensure compliance with legal requirements. The Code of Conduct for Director and Senior

Management has been available on the website of the Company www.gujaratbitumen.com

CODE OF PRACTICES AND PROCEDURES OF FAIR DISCLOSURES:

With the SEBI requirement the Company has framed a code of practices and procedures for

Fair Disclosure of Unpublished price Sensitive Information (“code”). The code has been

available on the website of the Company www.gujaratbitumen.com.

32. GENERAL DISCLOSURES:

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:

https://www.gujaratbitumen.com/documents/companypolicies/10.pdf



(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights and hence no disclosure is

required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the

Companies (Share Capital and Debenture) Rules, 2014.

(B) ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and

hence no disclosure is required as per provisions of Section 54(1)(d) of the Act read with

Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME:

The Company has not issued any equity shares under Employees Stock Option Scheme

during the year under review and hence no disclosure is required as per provisions of Section

62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)

Rules, 2014.

33. DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LODR) REGULATIONS, 2015:

Your Company does not have any Unclaimed Shares issued in physical form pursuant to

Public Issue / Rights Issue.

34. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. PUBLIC DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits

from public within the meaning of Section 73 and 74 of the Companies Act, 2013 read with

Companies (Acceptance of Deposits) Rules, 2014 [including any statutory modification(s) or

re-enactment(s) for the time being in force].

36. APPRECIATION:

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State

Governments and Shareholders, for their consistent support to the Company. The Directors

also sincerely acknowledge the significant contributions made by all the employees for their

dedicated services to the company.

Place: Ahmedabad For and On Behalf of Board of Directors of

Date: 02.09.2019 GBL INDUSTRIES LIMITED

SD/-

KARAN DHARMENDRABHAI PARIKH

CHAIRMAN/MANAGING DIRECTOR

(DIN: 08427355)

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do



“ANNEXURE- I”

MGT-9 Extract of Annual Return as on the Financial Year ended on 31st March, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

1. REGISTRATION AND OTHER DETAILS: i. CIN L24117GJ1985PLC007985 ii. Registration Date 26/07/1985 iii. Name of the Company GBL INDUSTRIES LIMITED (Formerly known as

GUJARAT BITUMEN LIMITED) iv. Category/Sub-Category of the Company Company Limited by Shares/Indian Non- Govt.

Company v. Address of the Registered Office and

Contact Details 801, SAFAL PRELUDE, 8th Floor, B/h. Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad, Gujarat -380015 Email: [email protected] Telephone: 8160162721

vi. Whether listed company Yes vii. Name, Address and Contact Details of

Registrar and Transfer Agent, if any LINK INTIME INDIA PVT. LTD. 506 to 508, 5th Floor, Amarnath Business Centre 1, H L College Road, Near St Xaviers College Corner, Beside Gala Business Centre, Navrangpura, Ahmedabad – 380009 Phone: 079-2646 5179 Fax: 079-2646 5179 Email: [email protected]

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company

shall be stated:- No. Name and Description of main

Products/ Services

NIC Code of the

Product/ Service

% to total turnover of the

Company turnover of the

Company

1. Wholesale of Textile products 4641 42.72%

2. Trading of TMT BARS and other allied

products

469 37.34%

3. Trading Papers 9961 19.94%

3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: NIL

Sr.

No.

Name And Address of

the Company

CIN/ GLN Holding/Subsidiary/

Associate

% of

Shares

Held

Applicable

Section

NA*

*During the Financial Year 2018-19, Rahul Papers India Private Limited (Subsidiary of the

Company) ceased to be subsidiary of the Company.



4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (01.04.2018)

No. of Shares held at the end of the year (31.03.2019)

% Change during the year

Demat Physical

Total % of Total Shares

Demat Physical

Total % of Total Shares

A. Promoter (1) Indian a) Individual/ HUF 615000 0 615000 12.30 140350 0 140350 2.8070 -9.4930 b) Central Govt - - - - - - - - - c)State Govt(s) - - - - - - - - - d) Bodies Corp - - - - - - - - - e) Banks / FI - - - - - - - - - f) Any Other - - - - - - - - - Sub-total(A)(1):- 615000 0 615000 12.30 140350 0 140350 2.807 -9.4930 (2) Foreign (a) Individuals (Non-Resident Individuals/ Foreign Individuals)

- - - - - - - - -

(b) Bodies Corporate

- - - - - - - - -

(c) Institutions - - - - - - - - - (d) Qualified Foreign Investor

- - - - - - - - -

(e) Any Other (specify)

- - - - - - - - -

Sub-Total (A) (2) - - - - - - - - - Total Shareholding of Promoter and Promoter Group (A)

615000 0 615000 12.30 140350 0 140350 2.807 -9.4930

(B) Public Shareholding

(1) Institutions (a) Mutual Funds/ UTI

- - - - - - - - -

(b) Financial Institutions/ Banks

- - - - - - - - -

(c) Central Government/ State Government(s)

- - - - - - - - -

(d) Venture Capital Funds

- - - - - - - - -

(e) Insurance Companies

- - - - - - - - -

(f) Foreign Institutional Investors

- - - - - - - - -

(g) Foreign Venture Capital Investors

- - - - - - - - -

(h) Qualified Foreign Investors

- - - - - - - - -

(i) Foreign Portfolio Investors (Corporate)

- - - - - - - - -

(j) Any Other (specify)

- - - - - - - - -



Sub-Total (B) (1) - - - - - - - - - (2) Non-Institutions

(a) Bodies Corporate

-Indian 147428 0 147428 2.9486 136100 0 136100 2.722 -0.2266 -Overseas - - - - - - - - - (b) Individuals i. Individual shareholders holding nominal share capital upto Rs. 1 lakh

46113 280000 326113 6.5223 2159864 280000 2439864 48.7973 42.2750

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

3343653 0 3343653 66.8731 2103114 0 2103114 42.0623 -24.8108

(c)Qualified Foreign Investors

- - - - - - - - -

(d) Any Other i. Hindu Undivided Family

234146 20000 254146 5.0829 13878 20000 33878 0.6776 -4.4053

ii. Non Resident Indians (Non Repat)

250 0 250 0.0050 2820 0 2820 0.0564 0.0514

iii. Non Resident Indians (Repat)

0 0 0 0.00 5454 0 5454 0.1091 -0.1091

iv. Clearing Members/ Clearing House

313410 0 313410 6.2682 137720 0 137720 2.7544 -3.5138

v. NBFCs registered with RBI

0 0 0 0 700 0 700 0.0140 -0.0140

Sub-total (B) (2) 4085000 300000

4385000 87.700 4559650 300000 4859650 97.193 -9.4930

Total Public Shareholding (B) = (B)(1)+(B)(2)

4085000 300000

4385000 87.700 4559650 300000 4859650 97.193 -9.4930

TOTAL=(A+B) 4700000 300000

5000000 100.00 4700000 300000 5000000 100.00 0.0000

(C) Shares held by Custodians and against which Depository Receipts have been issued

- - - - - - - - -

GRAND TOTAL (A)+(B)+(C)

4700000 300000

5000000 100.00 4700000 300000 5000000 100.00 0.0000

ii) Shareholding of Promoters (including Promoter Group) Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year 01.04.2018

Shareholding at the end of the year 31.03.2019

% change in shareholding during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

1 MOHAN LAXMANDAS PUNJABI

400000 8.000 0.00 0 0.0000 0.00 -8.0000

2. JAYENDRA KANTILAL

49350 0.9870 0.00 49350 0.9870 0.00 0.0000



DOSHI 3. DOSHI

JAYENDRA KANTILAL

46000 0.9200 0.00 46000 0.9200 0.00 0.0000

4. RAJVI JAYENDRABHAI SHAH

26150 0.5230 0.00 0 0.0000 0.00 -0.5230

5. MEENA JANAK PARIKH

48500 0.9700 0.00 0 0.0000 0.00 -0.9700

6. PARIKH JANAKBHAI NAROTTAMDAS

45000 0.9000 0.00 45000 0.9000 0.00 0.0000

Total 615000 12.3000 0.00 140350 2.8070 0.00 -9.4930

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. No.

Name of the Shareholder


Date Reason Increase/Decrease in Shareholding

Cumulative Shareholding during the Year

No. of Shares

% of Total Shares of the Company

No. of Shares


No. of Shares


1. MOHAN LAXMANDAS PUNJABI

400000 8.0000 - - - - 400000 8.0000

11.05.2018 Transfer (50000) 1.0000 350000 7.0000

25.05.2018 Transfer (50000) 1.0000 300000 6.0000

22.06.2018 Transfer (50000) 1.0000 250000 5.0000

30.06.2018 Transfer (50000) 1.0000 200000 4.0000

06.07.2018 Transfer (50000) 1.0000 150000 3.0000

20.07.2018 Transfer (50000) 1.0000 100000 2.0000

27.07.2018 Transfer (50000) 1.0000 50000 1.0000

27.07.2018 Transfer (50000) 1.0000 0 0.0000

AT THE END OF THE YEAR

31.03.2019 - - - 0 0.0000

2. JAYENDRA KANTILAL DOSHI

49350 0.9870 - - - - 49350 0.9870


31.03.2019 - - - 49350 0.9870

3 DOSHI JAYENDRA KANTILAL

46000 0.9200 - - - - 46000 0.9200


31.03.2019 - - - 48500 0.9700

4 RAJVI JAYENDRABHAI SHAH

26150 0.5230 - - - - 26150 0.5230

06.07.2018 Transfer (26150) 0.5230 0 0.0000


31.03.2019 - - - 0 0.0000

5 MEENA JANAK PARIKH

48500 0.9700 - - - - 48500 0.9700

27.07.2018 Transfer 48500 0.9700 0 0.0000


31.03.2019 - - - 0 0.0000



6. PARIKH JANAKBHAI NAROTTAMDAS

45000 0.9000 - - - - 45000 0.9000


31.03.2019 - - - 45000 0.9000

*The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder. iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and

Holder of GDRs and ADRs):

Sr. No.

Top Ten Shareholders*


Transactions during the year

Reason Cumulative Shareholding during the Year 31.03.2019

No. of Shares


Date of Transaction

No. of Shares

No. of Shares


1 MAYUR MANUBHAI SHAH

0 0.0000 0 0.0000

12.10.2018 18000 Transfer 18000 0.3600 19.10.2018 38000 Transfer 56000 1.1200 26.10.2018 200 Transfer 56200 1.1240 02.11.2018 21000 Transfer 77200 1.5440 09.11.2018 15000 Transfer 92200 1.8440 16.11.2018 5000 Transfer 97200 1.9440 23.11.2018 18000 Transfer 115200 2.3040 14.12.2018 15100 Transfer 130300 2.6060 28.12.2018 13300 Transfer 143600 2.8720 04.01.2019 18400 Transfer 162000 3.2400 11.01.2019 13500 Transfer 175500 3.5100 01.02.2019 (54000) Transfer 121500 2.4300 At the End of

the Year 31-03-2019 121500 2.4300

2 AKSHAY JITENDRAKUMAR BRAHAMBHATT

193855 3.8771 193855 3.8771

13.04.2018 (24866) Transfer 168989 3.3798 20.04.2018 (47739) Transfer 121250 2.4250 27.04.2018 2505 Transfer 123755 2.4751 04.05.2018 (35725) Transfer 88030 1.7606 11.05.2018 490 Transfer 88520 1.7704 18.05.2018 19950 Transfer 108470 2.1694 25.05.2018 12479 Transfer 120949 2.4190 01.06.2018 17600 Transfer 138549 2.7710 30.06.2018 (2000) Transfer 136549 2.7310 06.07.2018 (1420) Transfer 135129 2.7026 13.07.2018 (12000) Transfer 123129 2.4626 20.07.2018 19221 Transfer 142350 2.8470 27.07.2018 3350 Transfer 145700 2.9140 03.08.2018 30163 Transfer 175863 3.5173 10.08.2018 (6803) Transfer 169060 3.3812 17.08.2018 62 Transfer 169122 3.3824 24.08.2018 5830 Transfer 174952 3.4990 31.08.2018 (2009) Transfer 172943 3.4589 07.09.2018 (27343) Transfer 145600 2.9120 21.09.2018 4300 Transfer 149900 2.9980 29.09.2018 23282 Transfer 173182 3.4636



19.10.2018 (2586) Transfer 170596 3.4119 26.10.2018 (20503) Transfer 150093 3.0019 02.11.2018 (13324) Transfer 136769 2.7354 16.11.2018 (4670) Transfer 132099 2.6420 23.11.2018 (9341) Transfer 122758 2.4552 30.11.2018 614 Transfer 123372 2.4674 07.12.2018 500 Transfer 123872 2.4774 14.12.2018 (4975) Transfer 118897 2.3779 21.12.2018 210 Transfer 119107 2.3821 28.12.2018 (419) Transfer 118688 2.3738 31.12.2018 (135) Transfer 118553 2.3711 11.01.2019 62 Transfer 118615 2.3723 18.01.2019 595 Transfer 119210 2.3842 25.01.2019 (623) Transfer 118587 2.3717 01.02.2019 (7345) Transfer 111242 2.2248 At the End of

the Year 31-03-2019 111242 2.2248

03 DINESHBHAI KANJIBHAI THAKKAR

124579 2.4916 0 0.0000

13.04.2018 (6510) Transfer 118069 2.3614 27.04.2018 4500 Transfer 122569 2.4514 04.05.2018 (100) Transfer 122469 2.4494 11.05.2018 510 Transfer 122979 2.4596 18.05.2018 20000 Transfer 142979 2.8596 25.05.2018 (5100) Transfer 137879 2.7576 01.06.2018 (50) Transfer 137829 2.7566 22.06.2018 (800) Transfer 137029 2.7406 06.07.2018 26242 Transfer 163271 3.2654 13.07.2018 (7900) Transfer 155371 3.1074 10.08.2018 23117 Transfer 178488 3.5698 24.08.2018 (83) Transfer 178405 3.5681 31.08.2018 (584) Transfer 177821 3.5564 07.09.2018 (37999) Transfer 139822 2.7964 21.09.2018 500 Transfer 140322 2.8064 29.09.2018 16818 Transfer 157140 3.1428 05.10.2018 5306 Transfer 162446 3.2489 12.10.2018 (2873) Transfer 159573 3.1915 19.10.2018 (3375) Transfer 156198 3.1240 26.10.2018 1908 Transfer 158106 3.1621 09.11.2018 (11278) Transfer 146828 2.9366 16.11.2018 (7500) Transfer 139328 2.7866 23.11.2018 (6106) Transfer 133222 2.6644 30.11.2018 (7230) Transfer 125992 2.5198 14.12.2018 (5000) Transfer 120992 2.4198 11.01.2019 (5776) Transfer 115216 2.3043 18.01.2019 1311 Transfer 116527 2.3305 25.01.2019 (852) Transfer 115675 2.3135 01.02.2019 (7660) Transfer 108015 2.1603 At the End of

the Year 31-03-2019 108015 2.1603

4 MANOHARPRASAD G VAISHNAV

138948 2.7790 138948 2.7790

13.04.2018 20000 Transfer 158948 3.1790 05.04.2018 1000 Transfer 159948 3.1990 03.08.2018 2500 Transfer 162448 3.2490 10.08.2018 18813 Transfer 181261 3.6252 17.08.2018 152 Transfer 181413 3.6283 07.09.2018 (9901) Transfer 171512 3.4302 14.09.2018 1000 Transfer 172512 3.4502 21.09.2018 800 Transfer 173312 3.4662 29.09.2018 5000 Transfer 178312 3.5662 19.10.2018 (11000) Transfer 167312 3.3462 26.10.2018 (7000) Transfer 160312 3.2062 02.11.2018 (1287) Transfer 159025 3.1805



09.11.2018 (10888) Transfer 148137 2.9627 16.11.2018 (12000) Transfer 136137 2.7227 23.11.2018 (15689) Transfer 120448 2.4090 07.12.2018 (3000) Transfer 117448 2.3490 14.12.2018 (5000) Transfer 112448 2.2490 28.12.2018 500 Transfer 112948 2.2590 18.01.2019 (1058) Transfer 111890 2.2378 25.01.2019 (712) Transfer 111178 2.2236 01.02.2019 (7646) Transfer 103714 2.0743 At the End of

the Year 31-03-2019 103714 2.0743

5 SHRADHA HANSKUMAR AGARWAL

100000 2.0000 100000 2.0000

At the end of the Year

31-03-2019 100000 2.0000

6 DINESH NARSINH VARA

100000 2.0000 100000 2.0000


31-03-2019 100000 2.0000

7 RADHADEVI R AGRAWAL

100000 2.0000 200000 2.0000


31-03-2019 200000 2.0000

8 JAYESHBHAI M PRAJAPATI

65908 1.3182 65908 1.3182

20.04.2018 2250 Transfer 68158 1.3632 25.05.2018 25 Transfer 68183 1.3637 22.06.2018 10000 Transfer 78183 1.5637 06.07.2018 408 Transfer 78591 1.5718 13.07.2018 5347 Transfer 83938 1.6788 20.07.2018 7000 Transfer 90938 1.8188 03.08.2018 5000 Transfer 95938 1.9188 24.08.2018 10750 Transfer 106688 2.1338 07.09.2018 2870 Transfer 109558 2.1912 12.10.2018 (2078) Transfer 107480 2.1496 19.10.2018 (2098) Transfer 105382 2.1076 26.10.2018 (4710) Transfer 100672 2.0134 28.12.2018 (161) Transfer 100511 2.0102 31.12.2018 (640) Transfer 99871 1.9974 04.01.2018 2233 Transfer 102104 2.0421 11.01.2018 346 Transfer 102450 2.0490 18.01.2019 (1155) Transfer 101295 2.0259 25.01.2019 (1642) Transfer 99653 1.9931 01.02.2019 (7590) Transfer 92063 1.8413 At the end of

the Year 31.03.2019 92063 1.8413

9 NITESH P

PAVSKAR 54075 1.0815 54075 1.0815

30.06.2018 (10100) Transfer 43975 0.8795 06.07.2018 21183 Transfer 65158 1.3032 13.07.2018 24350 Transfer 89508 1.7902 20.07.2018 10000 Transfer 99508 1.9902 03.08.2018 8 Transfer 99516 1.9903 10.08.2018 8009 Transfer 107525 2.1505 17.08.2018 (4500) Transfer 103025 2.0605 21.09.2018 2500 Transfer 105525 2.1105 19.10.2018 (1635) Transfer 103890 2.0778 11.01.2019 847 Transfer 104737 2.0947 18.01.2019 (5258) Transfer 99479 1.9896 25.01.2019 (669) Transfer 98810 1.9762 01.02.2019 (7635) Transfer 91175 1.8235 At the end of

the Year 31.03.2019 91175 1.8235

10 MAHESHBHAI N 114639 2.2928 114639 2.2928



Note 1: Paid up Share Capital of the Company (Face Value Rs. 10.00) at the end of the year is 5000000 Shares. 2. The details of holding have been clubbed based on PAN. 3. % of total Shares of the Company are based on the paid up Capital of the Company at the end of the Year.

v) Shareholding of Directors and Key Managerial Personnel: NIL Sr. No.

Name of the Shareholder

Date Reason Shareholding at the beginning of the year 01.04.2018

Cumulative Shareholding at the end of the Year 31.03.2019

No. of Shares % of Total Shares of the Company

No. of Shares % of Total Shares of the Company

NA

5. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs. In Lakh) Particulars Secured Loans

excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 0.00 123.28 0.00 123.28 ii) Interest due but not paid 0.00 0.00 0.00 0.00 iii) Interest accrued but not due 0.00 0.00 0.00 0.00 Total (i+ii+iii) 0.00 123.28 0.00 123.28 Change in Indebtedness during the financial year

Addition 0.00 0.00 0.00 0.00 Reduction 0.00 121.28 0.00 121.28 Net Change 0.00 121.28 0.00 121.28 Indebtedness at the end of the financial year

i) Principal Amount 0.00 2.00 0.00 2.00 ii) Interest due but not paid 0.00 0.00 0.00 0.00 iii) Interest accrued but not due 0.00 0.00 0.00 0.00 Total (i+ii+iii) 0.00 2.00 0.00 2.00

PURABIA 27.04.2018 4000 Transfer 118639 2.3728 25.05.2018 (20000) Transfer 98639 1.9728 20.07.2018 2000 Transfer 100639 2.0128 27.07.2018 1030 Transfer 101669 2.0334 03.08.2018 9548 Transfer 111217 2.2243 17.08.2018 1250 Transfer 112467 2.2493 24.08.2018 25 Transfer 112492 2.2498 07.09.2018 (8000) Transfer 104492 2.0898 21.09.2018 500 Transfer 104992 2.0998 29.09.2018 15000 Transfer 119992 2.3998 12.10.2018 (2000) Transfer 117992 2.3598 19.10.2018 (11800) Transfer 106192 2.1238 16.11.2018 (11951) Transfer 94241 1.8848 28.12.2018 525 Transfer 94766 1.8953 04.01.2019 167 Transfer 94933 1.8987 18.01.2019 (1044) Transfer 93889 1.8778 25.01.2019 (682) Transfer 93207 1.8641 01.02.2019 (7229) Transfer 85978 1.7196 At the end of

the Year 31.03.2019 85978 1.7196



6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration to Managing Director, Whole-time Directors and / or Manager: NIL (Rs. In Lakh) Sr. No.

Particulars of Remuneration Name of MD/WTD/Manager Vijay Mehta Total Amount

1. Gross salary (a) Salary as per provisions contained in Section

17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(i) Perquisites w.r.t to exercise of Stock Options (ii) Other Perquisites (c) Profits in lieu of salary under Section 17(3)

Income-tax Act, 1961

2. Stock Option 3. Sweat Equity 4. Commission as % of profit 5. Others, Allowances Total (A) Ceiling as per the Act (@ 10% of profits

calculated under Section 198 of the Companies Act, 2013)

B. Remuneration to Other Directors: NIL (Rs. In Lakh) SR. NO. Particulars of Remuneration Name of Directors Total Amount 1. Independent Directors Shilpa

Solanki Dhiral Dave Piyush Shah

-Fee for attending board, committee meetings

- - - -

-Commission - - - -

-Others, please specify - - - -

Total(1) - - - - 2 Other Non Executive -Fee for attending board, committee

meetings - - - -

-Commission - - - -

-Others, please specify - - - -

Total(2) - - - -

Total(B)=(1 +2) - - - -

Total Managerial Remuneration - - - -

Overall Ceiling as per the Act - - - -



C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD: (Rs. In Lakh) Sr. No.

Particulars of Remuneration Key Managerial Personnel Company Secretary (Kiran N Prajapati)

CFO (Shailesh Prajapati)

Total

1. Gross salary 2.60 - 2.60

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

- - -

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - -

(i) Perquisites w.r.t to exercise of Stock Options

- - -

(ii) Other Perquisites - - -

(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

- - -

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission - - -

as % of profit - - -

5. Others, Allowances - - -

Total (A) 2.60 - 2.60

Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)

- - -

VII. Penalties/Punishment/Compounding of offences: NIL

There were no penalties, punishment or compounding of offences during the year ended March 31, 2019 Type

Section

of the

Compan

ies Act

Brief

Description

Details of

Penalty/

Punishment/

Compounding

Fees Imposed

Authority

[RD/NCLT/

Court]

Appeal

made, if

any (Give

Details)

A. Company

Penalty

Punishment

Compounding

B. Directors

Penalty

Punishment

Compounding

C. Other Officers in Default

Penalty

Punishment

Compounding



SD/-

KARAN PARIKH

CHAIRMAN/MANAGINGDIRECTOR

(DIN: 07196792)

http://mca.gov.in/mcafoportal/companyLLPMasterData.do



“Annexure-II”

MANAGEMENT DISCUSSION ANALYSIS REPORT AN OVERVIEW: The operating and financial review is intended to convey the Management’s perspective on the financial and operating performance of the Company at the end of Financial Year 2018-19. This report should be read in conjunction with the Company’s financial statements, the schedules and notes thereto and the other information included elsewhere in the Integrated Report. The Company’s financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, the guidelines issued by the Securities and Exchange Board of India (SEBI). This report is an integral part of the Directors’ Report. Aspects on industry structure and developments, opportunities and threats, outlook, risks and concerns, internal control systems and their adequacy, material developments in human resources and industrial relations have been in the Directors’ Report. INDIAN ECONOMY Factors such as continued domestic consumption and investment trends have positioned India as the sixth largest economy and one of the fastest growing countries in the world. The growth in the domestic consumption demand is catalysed and strengthened by factors such as harmonised of Goods and Services Tax (GST) and recapitalised bank. Indian economy grew by 6.8% in 2018-19 as compared to that of 6.7% in 2017-18. Agriculture and manufacturing are the two key industry sectors that are expected to contribute to this growth graph. Few factors shaping the nation’s economic growth are: Increased ease of doing business through changed processes such as a uniform Goods and

Services Tax across India since mid-2017 and relaxed norms of opening, obtaining licences and investing in new businesses.

Domestic consumption driven economy: Nearly 60% of India’s GDP is driven by domestic private consumption as compared to that of 40% in China. Hence, the economy is protected to a great extent from external shocks and cycles of low or high public investment.

Policy reforms such as increased FDI limits in most sectors, including retail, manufacturing and telecom are driving increased participation of foreign investors and improved investment norms for non-resident Indians.

Large-scale infrastructure development projects such as smart cities, industrial corridors, road, rail and shipping hubs and power projects.

GBL Industries Limited is involved in the trading in Three Sectors during the year namely: 1) Textiles 2) Steel (TMT Bars) and allied Products 3) Papers

Mainly Company trades Textiles and TMT Bars. In the recent years, steel industry has seen significant volatility. It happened largely due to a sharp fall in demand, an outcome of the global economic crisis. At present, the improving macroeconomic environment may help revive the demand cycle for steel.



During the year under review, the Indian Textile Industry has witnessed subdued growth in

domestic as well as export market. The International demand was largely muted on account of

the trade war and its uncertainty whereas the domestic demand did not pick up as expected as

the Industry was getting in terms with the GST regime.

Despite lack of momentum in the global economy, uninspiring demand growth in India and

liquidity crunch following the Government’s demonetisation initiative, GBL Industries Ltd

reported a strong performance.

The new Steel Policy, 2017 (NSP) released by the Government aims to increase steel production;

with the objective of making the country self sufficient in steel production.

OPPORTUNITIES AND THREATS:

The per capita consumption of steel in India is very low in comparison to global average as well

as in comparison to various other Asian economies. Eventually India has a long way to go in the

consumption of steel, which as such, ensures long-term growth and good prospects for the steel

sector in long run.

Opportunities:

The renewed importance given by Government on affordable housing, roads, sagarmala projects

and other infrastructure projects are expected to create steel demand.

- With an accelerated push from the policies proposed by the Government regarding steel

intensive segments such as infrastructure, capital goods and construction, India is all set

to become the 2nd largest steel consumer in the World in the coming years.

- High export potential to markets of Middle East and South East Asia.

Threats:

- Dumping of steel from abroad and increased competition from domestic and

international steel companies located in India.

- Cheap sourcing of steel from countries with which India has Free Trade Agreement

(FTA).

SEGMENT WISE- PRODUCT WISE PERFORMANCE:

During the year under review Company is in Two Segment which is Steel (TMT Bars) and allied

Products and Textiles.

As per Accounting Standard AS- 17, during the year under review, the business of the Company

falls under three segments namely:-

Steel (TMT Bars) and allied Products

Textiles

Papers

Details of Segment wise Revenue of the Company:

Steel (TMT Bars) and allied Products Items is Rs. 1077.11/- Lakh



Textiles Products: The Total Revenue from Trading in Fabrics is Rs. 641.45 Lakh Paper Sales: The Total revenue from trading of Paper is Rs. 502.72 Lakh

OUTLOOK:

Post elections and stable Government, it is expected that thrust on infrastructure projects will

renew. Also liquidity infusion and project finance will become easier and spurt growth in

housing and infrastructure sectors. This will lead to remunerative prices and business

sustainability.

The year ahead looks good for the Indian Textile Industry buoyed by both strong domestic

consumption as well as export demand. With consumerism, disposable income on the rise and

with the entry of several international players into the India markets, the retail sector has

experienced a rapid growth.

Analysts are upbeat over the expected above normal monsoon and higher GDP growth. The slow

pace of public and private sector projects is expected to improve with the Government of India's

thrust on infrastructure projects. Further, 'Make in India' initiative has got a boost by a slew of

measures aimed at improving the ease of doing business in the Country. Small and medium

industry- a major employment generator for the economy- has been liberated to participate in

the Nation's development in accordance with its potential. Bold measures by the Government

such as improved targeting of subsidy, broadening of the tax base and expected buoyancy in tax

revenue are all aimed at achieving the fiscal consolidation which had been an area of concern in

the recent past.

RISKS AND CONCERNS:

Apart from the risk on account of interest rate and regulatory changes, business of the company

are exposed to certain operating business risks, which is mitigated by regular monitoring and

corrective actions.

INTERNAL CONTROL SYSTEMS:

The Company has implemented proper and adequate system of internal controls commensurate

with its size and nature of operations to provide reasonable assurance that all assets are

safeguarded, transactions are authorised, recorded and reported properly, applicable statutes

and corporate policies are duly complied with.

The Company has an Audit Committee with Independent Directors as members. The mechanism

of internal control and checks are reviewed by the management, internal and statutory auditors

from time to time and suitable changes/ modifications are implemented so as to ensure that an

effective scheme of checks and balances exists at all times. The management is reasonably

satisfied with the existing internal control systems. The Audit Committee of Board of Directors

also reviews these matters from time to time in their meetings.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONS:

(Rs. In Lakh)

Particulars For the year ended For the year ended



31st March, 2019 31st March, 2018

Income from Operations 2521.29 1687.42

EBITDA (Before exceptional items) 26.18 19.14

Profit/(Loss) after tax 28.13 12.69

Basic & Diluted Earnings per Share (EPS) 0.56 0.25

During the year under review, revenue from operations increased to Rs. 2521.29 lakh (previous

year Rs. 1687.42 lakh). However, EBIDTA increased to Rs. 26.18 lakh (previous year Rs. 19.14

lakh) and profit after tax increased to Rs. 28.13 lakh (previous year Rs. 12.69 lakh) on account of

improved market conditions.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT:

The Company firmly believes that motivated and empowered employees are the cornerstone of

competitive advantage. The Company’s employee value proposition is based on a strong focus

on employee development, providing a satisfying work environment, performance appraisal and

counselling and appropriate empowerment. The Company continues to maintain and enjoy a

cordial relationship with its employees, providing positive environment to improve efficiency

with regular investments in upgrading the knowledge and skills of the employees.

Industrial relations with staff and workmen during the year under review continued to be

cordial.

DETAILS OF SIGNIFICANT CHANGES: KEY FINANCIAL RATIOS:

Ratios 2018-2019 2017-2018 Debtors Turnover 1 16.39 294.48 Current Ratio 2 8.53 1.83 Debt Equity Ratio 3 0.003 0.228 Operating Profit Margin 4 1.67 1.13 Net Profit Margin 5 1.116 0.751 Return on Net Worth 6 5 2.4

Notes:

1. Debtors turnover has decreased due to decrease in frequency of receivables. 2. Current ratio is impacted due to increase in current maturity of long-term borrowing. 3. Decrease in debt equity ratio has improved the position of Company. 4. The Company has increased its efficiency by controlling the costs and expenses associated with

business operations. 5. The increase shows increase in efficiency of the business.

6. Higher Return on Net worth is due to higher profit in current year. DISCLOSURE OF ACCOUNTING TREATMENT: The Company has followed all the treatments in the Financial Statements as per the prescribed Accounting Standards.



CAUTIONARY STATEMENT: Certain statements in the Management Discussion and Analysis Report describing the Company’s objective and predictions may be “forward-looking statements” within the meaning of applicable laws and regulations. Actual results may vary significantly from the forward looking statements contained in this document due to various risks and uncertainties. These risks and uncertainties include the effect of economic and political conditions in India, volatility in interest rates new regulations and government policies that may impact the Company’s business as well as its ability to implement the strategy. The Company doesn’t undertake to update the statements.



SD/-

KARAN DHARMENDRBHAI PARIKH

CHAIRMAN/MANAGING DIRECTOR

(DIN: 08427355)

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do



ANNEXURE-III

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To The Members, GBL INDUSTRIES LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GBL Industries Limited (Formerly known as Gujarat Bitumen Limited). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the GBL Industries Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by GBL Industries Limited for the financial year ended on 31st March 2019 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during Audit Period);



e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during Audit Period); f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during Audit Period); h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998(Not applicable to the Company during Audit Period); and (vi) Other laws as applicable to the company as per the representations made by the management. 2. I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India and (ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; 3. During the period under review and as per the explanations and clarifications given to us and the representations made by the management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: Company has not appointed internal auditor during the year under review. 4. I have relied on the information & representations made by the company & its officers for systems and mechanisms formed by the company for compliances under other applicable acts, laws and regulations to the company. 5. I further report on the basis of information received and records maintained by the company that: (i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. (ii) Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except in cases where meetings convened at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. (iii) Majority decision is carried through and there were no dissenting views on any matter.



6. I further report that as per the explanations and clarifications given to us and the representations made by the management, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

There were no other specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

SD/- GEETA SERWANI & ASSOCIATES FCS No. 8991 C P No.: 8842 Place: Hyderabad Date: 02.09.2019 Note:-This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.



Annexure ‘A’

To, The Members GBL INDUSTRIES LIMITED

The Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. 4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

SD/- GEETA SERWANI & ASSOCIATES FCS No. 8991 C P No.: 8842 Place: Hyderabad Date: 02.09.2019



INDEPENDENT AUDITORS’ REPORT

To, The Members of GBL INDUSTRIES LIMITED (Formerly Known As Gujarat Bitumen Limited) Report on the Financial Statements We have audited the accompanying IND AS Financial Statements of GBL INDUSTRIES LIMITED (Formerly Known As Gujarat Bitumen Limited) (“the Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), and the Statement of Changes in Equity and statement of Cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (“Ind AS”) prescribed under Section 133 of the act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2019, and its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date. Basis for Opinion We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to be communicated in our report. Information Other than the Financial Statements and Auditor’s Report Thereon The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis Report, Board’s Report including Annexures to Board’s Report, and Shareholder’s Information, but does not include the financial statements and our auditor’s report thereon. The above mentioned reports are expected to be made available to us after the date of this auditor’s report.



Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the above mentioned reports, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions as per the applicable laws and regulations. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other Comprehensive Income, cash flows and Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued thereunder. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibility for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for



one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements,

including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by

the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we further report that:

(i) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purpose of our audit.

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(iii) The Balance Sheet, Statement of Profit and Loss including other comprehensive

income, Cash Flow Statement and statement of changes in equity dealt with by this Report are in agreement with the books of account.



(iv) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(v) On the basis of written representations received from the directors as on March 31,

2019, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019, from being appointed as a director in terms of Section 164(2) of the Act.

(vi) With respect to adequacy of the internal financial controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”,

(vii) With respect to the other matters to be included in the Auditor’s Report in accordance

with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the Company did not pay any remuneration to its directors during the year in terms of section 197 of the Act.

(viii) With respect to other matters to be included in the Auditor’s Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its

financial position. ii. The Company did not have any long-term contracts including derivative

contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For, AKSHAY MOHNOT & CO.

Chartered Accountants

SD/- Akshay Mohnot

Place: Ahmedabad Proprietor Date: 30th May, 2019 (Membership No.075126)



Annexure ‘A’ to the Independent Auditor’s Report

Referred to in paragraph 1 under the heading “Report on Other Legal And Regulatory Requirements” of Our Independent Audit Report of even date on the Financial Statements of GBL INDUSTRIES LIMITED for the year ended 31st March, 2019.

(i) On the basis of such checks as we considered appropriate and according to the

information and explanations given In respect of its Property, plant and equipments:

(a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of Property, plant and equipments.

(b) As explained to us, the management during the year has physically verified the

Property, plant and equipments in a phased periodical manner, which in our opinion is

reasonable, having regard to the size of the Company and nature of its assets. No material

discrepancies were noticed on such physical verification.

(c) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, the title deeds of immovable properties

included in Property, plant and equipments are held in the name of the Company.

(ii) As explained to us, in our opinion, the management has physically verified inventories at

reasonable intervals during the year and there was no material discrepancies noticed on

such physical verification as compared to the book records.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or

other parties covered in the Register maintained under Section 189 of the Companies Act,

2013 and hence, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the

Company has not given any loans, investments, guarantees and security in terms of section

185 and 186 of the Companies Act, 2013.

(v) The Company has not accepted any deposits from the public covered under Section 73 to

76 of the Companies Act, 2013.

(vi) According to the information and explanations given to us, the Central Government has

not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, in respect of products of the Company. Accordingly, paragraph 3(vi) of the Order is not applicable

(vii) In respect of statutory dues: (a) According to the information and explanation given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Goods and Services Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues have been generally deposited regularly with the appropriate authorities in India.



According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Services Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues were in arrears as at 31 March, 2019 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us there are no disputed dues in

respect of Sales Tax, Income Tax, Service Tax, Goods and Services Tax and Custom Duty

which had not been deposited on account of any dispute.

(viii) In our opinion and according to the information and explanations given to us, the

Company has not defaulted in the repayment of dues to banks. The Company has not taken

any loan either from financial institutions or from the government and has not issued any

debentures.

(ix) According to information and the explanations given by the management, the Company

has not raised any money by way of initial public offer or further public offer (including

debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the

Order is not applicable.

(x) During the course of our examination of the books and records of the Company carried out

in accordance with the auditing standards generally accepted in India, we have neither

come across any instance of fraud by the Company or by its officers or employees on it,

has been noticed or reported during the course of our audit nor have we been informed of

any such instance by the Management.

(xi) According to the information and explanation given to us and based on our examination of

the records of the Company, the Company did not pay any managerial remuneration in

terms of Section 197 of the Act read with Schedule V to the Act. Accordingly, paragraph

3(xi) of the Order is not applicable.

(xii) In our opinion and according to information and explanations given to us, the Company is

not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to information and explanations given to us and based on our examination of

the records of the Company, in our opinion, all the transactions entered with the related

parties are in compliance with sections 177 and 188 of the Act and the details of such

transactions have been disclosed in the Financial Statements as required by the applicable

accounting standards.

(xiv) According to the information and explanations given to us and based on our examination

of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures during the year and hence reporting under paragraph 3(xiv) of the order is not applicable.

(xv) According to information and explanations given to us and based on our examination of

the records of the Company, the company has not entered into any non-cash transactions

with directors or persons connected with directors. Accordingly, paragraph 3(xv) of the

Order is not applicable.



(xvi) According to the information and explanations given to us and the records of the Company examined by us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting requirement under clause 3(xvi) of the Order is not applicable.



SD/- Akshay Mohnot




Annexure - B to the Independent Auditors’ Report

Referred to in paragraph 2(F) under the heading “Report on Other Legal And Regulatory Requirements” of Our Independent Audit Report of even date on the Financial Statements of GBL INDUSTRIES LIMITED for the year ended 31st March, 2019.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of GBL Industries Limited (“the Company”) as of 31 March, 2019 in conjunction with our audit of the Ind As financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting



principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



SD/- Akshay Mohnot




As per our Report of even date For and on behalf of the Board For, Akshay Mohnot & Co. GBL Industries Limited Chartered Accountants SD/- Akshay Mohnot SD/- SD/- SD/- SD/- M. No. 075126 Kaiwalya Soni Kiran Prajapati Karan Parikh Nisha Soni CFO Company Secretary Managing Director Director

(DIN: 07179292) (DIN: 07791986) Place: Ahmedabad Place: Ahmedabad

Date: 30.05.2019 Date: 30.05.2019

GBL Industries Limited CIN: L24117GJ1985PLC007985

Balance Sheet as at 31st March, 2019 (Rs. in Lakh) Particulars Note As At As At No. 31.03.2019 31.03.2018 I ASSETS 1 Non-current Assets a) Property, Plant & Equipment 2 60.46 41.60 b) Capital Work-in-Progress - - c) Financial Assets: (i) Investments 3 - 220.80 (ii) Loans 4 375.91 233.25 d) Other non-current assets 5 - 2.25 Total Non-Current Assets 436.37 497.90 2 Current Assets a) Inventories - - b) Financial Assets: (i) Trade Receivables 6 135.59 466.63 (ii) Cash and cash equivalents 7 25.83 7.17 (iii) Loans 8 29.30 144.65 Total Current Assets 190.72 618.45 Total Assets ( 1+ 2) 627.09 1,116.35 II EQUITY & LIABILITIES A Equity a) Equity Share Capital 9 500.00 500.00 b) Other Equity 10 55.66 27.53 Total Equity 555.66 527.53 B Liabilities 1 Non -current Liabilities

a) Financial Liabilities: (i) Borrowings 11 2.00 2.00 (ii) Trade Payable - - b) Provisions - - c) Deferred Tax Liabilities ( Net) 12 1.24 0.70 Total Non-Current Liabilities 3.24 2.70 2 Current Liabilities a) Financial Liabilities: (i) Borrowings 13 - 121.28 (ii) Trade payables 14 54.69 456.54 (iii) Other Financial Liabilities ( Current

Maturities of Long Term Debt) - -

b) Other Current Liabilities - - c) Provisions 15 13.50 8.30 Total Current Liabilities 68.19 586.12 Total Liabilities ( 1+2) 71.43 588.82 Total Equity & Liabilities (A +B) 627.09 1,116.35




Profit and Loss statement for the year ended 31st March, 2019 (Rs. in Lakh) Particulars Note For the year

ended For the year ended

31st March 2019 31st March 2018 I. Revenue from operations 16 2521.29 1,687.42 II. Other income 17 2.36 14.60

III. Total Revenue (I + II)

2523.65 1,702.02

IV. Expenditure

Purchase of Traded Goods 2,438.04 1,656.10 Changes in inventories of finished goods - - Employee benefits expense 18 6.12 2.68 Finance costs 19 0.15 12.48

Depreciation and amortization expense 3.75 3.39 Other expenses 20 49.41 8.23 Total expenses 2497.47 1,682.88 V. Profit before Exceptional Items and

Extraordinary Items and Tax ( 3-4) 26.18 19.14

VI. Exceptional Items 16.00 - VII Profit Before Tax 42.18 19.14 VIII Tax expense: (1) Current tax 13.50 5.75 (2) Deferred tax 0.55 0.70 IX Profit (Loss) for the year (V-VI) 28.13 12.69 X Other Comprehensive Income

Items that will not be/ will be reclassified to Profit or Loss in subsequent years

- -

Income Tax relating to these items - - Total Comprehensive Income for the Period

(Comprising Profit and Other Comprehensive Income for the period)

- -

XI Earnings per equity share: (face value of Rs 10/- each)

(1) Basic 0.56 0.25 (2) Diluted 0.56 0.25 See accompanying Notes forming part of the Financial Statements

For, Akshay Mohnot & Co. GBL Industries Limited

Chartered Accountants SD/- Akshay Mohnot SD/- SD/- SD/- SD/- M. No. 075126 Kaiwalya Soni Kiran Prajapati Karan Parikh Nisha Soni CFO Company Secretary Managing Director Director

(DIN: 07179292) (DIN: 07791986)

Place: Ahmedabad Place: Ahmedabad Date: 30.05.2019 Date: 30.05.2019




Statement of changes in Equity for the year ended March 31, 2019

A. Equity Share Capital

Particulars Rs. In Lakh At 31st March 2018 500.00 Changes in Equity share Capital - As at 31st March 2019 500.00

B. Other Equity

For the year ended 31st March 2018 Rs. In Lakhs

Particulars Retained Earnings Total Other Equity

As at 01st April 2017 14.84 14.84 Profit for the year 12.69 12.69 Adjustment if any - - At 31st March 2018 27.53 27.53

For the year ended 31st March 2019 Rs. In Lakhs

Particulars Retained Earnings Total Other Equity As at 01st April 2018 27.53 27.53 Profit for the year 28.13 28.13 Adjustment if any - - At 31st March 2019 55.66 55.66

As per our Report of even date For and on behalf of the Board

For, Akshay Mohnot & Co. GBL Industries Limited Chartered Accountants SD/- Akshay Mohnot SD/- SD/- SD/- SD/- M. No. 075126 Kaiwalya Soni Kiran Prajapati Karan Parikh Nisha Soni CFO Company Secretary Managing Director Director

(DIN: 07179292) (DIN: 07791986) Place: Ahmedabad Place: Ahmedabad Date: 30.05.2019 Date: 30.05.2019



As per our Report of even date For and on behalf of the Board For, Akshay Mohnot & Co. GBL Industries Limited

Chartered Accountants SD/- Akshay Mohnot SD/- SD/- SD/- SD/- M. No. 075126 Kaiwalya Soni Kiran Prajapati Karan Parikh Nisha Soni CFO Company Secretary Managing Director Director

(DIN: 07179292) (DIN: 07791986) Place: Ahmedabad Place: Ahmedabad Date: 30.05.2019 Date: 30.05.2019


Balance Sheet as at 31st March, 2019 (Rs. In Lakh)

Particulars 31-03-2019 31-03-2018 A. CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax 42.18 19.14 Adjustment For : Depreciation of property, plant & equipment 3.75 3.39 Misc Exp to the extent written off 2.24 1.12 Finance Cost 0.15 12.48 Interest Income classified as Investing Cash Flows (2.13) (14.60) Operating Profit before working capital changes 46.20 21.53 Adjustment For : (a) (Increase)/Decrease in Inventories 0.00 0.00 (b) (Increase)/Decrease in Trade Receivables 331.04 (463.85) (c) (Increase)/Decrease in Non-Current Financial Assets (142.66) 157.39 (c) (Increase)/Decrease in Current Financial Assets 115.35 (132.74) (d) Increase /(Decrease) in Provisions 5.20 (0.26) (d) Increase /(Decrease) in Other Current Liabilities 0.00 0.00 (d) Increase /(Decrease) in Other Financial Liabilities 0.00 0.00 (d) Increase /(Decrease) in Trade Payable (401.85) 451.88 CASH GENERATED FROM OPERATIONS (46.73) 33.95 Less :(a) Income Tax Paid (13.50) (5.75) NET CASH INFLOW FROM OPERATING ACTIVITIES (A) (60.23) 28.20 B. CASH FLOW FROM INVESTING ACTIVITIES (a) Purchase of Fixed Assets (22.61) (9.85) (b) Purchase of Equity Shares 220.80 (220.80) (c) Interest Income 2.13 14.60 NET CASH INFLOW / ( OUTFLOW) FROM INVESTING ACTIVITIES (B)

200.32 (216.05)

C. CASH FLOW FROM FINANCING ACTIVITIES (a) Proceeds/( Repayment) from Borrowings (121.28) 121.28 (b) Interest Paid (0.15) (12.48) NET CASH INFLOW/ (OUTFLOW) IN FINANCING ACTIVITIES (C) (121.43) 108.80 NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) 18.66 (79.05)

OPENING BALANCE – CASH & CASH EQUIVALENT 7.17 86.22 CLOSING BALANCE - CASH & CASH EQUIVALENT 25.83 7.17



NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2019 COMPANY INFORMATION / OVERVIEW

GBL Industries Limited (Formerly Known As Gujarat Bitumen Limited) (“the Company”) is a

Company established in 1985 and currently listed on BSE Limited. The registered office of the

Company is situated at 801, SAFAL PRELUDE, 8th Floor, B/h. Pinnacle Business Park, Corporate

Road, Prahladnagar, Ahmedabad, Gujarat- 380015. The Company business activity is to deal in

the trading sector.

“1” SIGNIFICANT ACCOUNTING POLICES: This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated. BASIS OF PREPARATION OF FINANCIAL STATEMENTS These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. The Ind AS is prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard require a change in accounting policy hitherto in use. These Financial Statements are presented in Indian Rupees (Rs.), which is also the Company’s functional currency and all values are rounded to the nearest rupees, except when otherwise indicated. The Company follows the mercantile system of accounting and recognizes incomes and expenditures on accrual basis. The accounts are prepared on historical cost basis, as a going concern, and are consistent with accounting principles generally accepted in India. All the assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle. Based on the nature of the products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current / non-current classification of assets and liabilities USE OF ESTIMATES The preparation of the financial statements in conformity with Ind AS requires the management to make estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. The application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these financial statements have been disclosed below. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.



KEY ASSUMPTIONS (a) Property, Plant and Equipment Freehold land, if any is carried at historical cost. All other items of Property, plant and equipment are shown at cost less accumulated depreciation and impairment, if any. The cost of an item of property, plant and equipment comprises its cost of acquisition inclusive of inward freight, duties and other non refundable taxes or levies and any cost directly attributable to the acquisition of those items. Depreciation on Property, Plant & Equipment is charged on Straight Line Method. Depreciations are charged over the estimated useful lives of the assets as specified in Schedule II of the Companies Act, 2013. Depreciation in respect of additions to/and deletion from assets has been charged on pro-rata basis from/till the date they are put to commercial use. (b) Employee benefits:

Provident Fund:- The management is of the opinion that Provident Fund is not applicable to the Company as number of employees is less than that as required by law. Gratuity:- The provision of gratuity is not made by the Company. However, if payment on account of gratuity arises due to happening of any incidents as provided under the applicable provisions of law, the same will be accounted for on cash basis. Pension:- The management is also of the opinion that the payment under Pension Act is not applicable to the Company. (c) Impairment of assets and investments: Significant judgments is involved in determining the estimated future cash flows from the investment, property plant and equipment to determine its value in use to assess whether there is any impairment in its carrying amount as reflected in the financials. FOREIGN CURRENCY TRANSACTIONS Initial Recognition: On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. Subsequent Recognition: As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. All non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. All monetary assets and liabilities in foreign currency are reinstated at the end of accounting period. Exchange differences on reinstatement of all monetary items are recognized in the Statement of Profit and Loss. REVENUE RECOGNITION Revenue is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment. The Company is the principal in all of its revenue



arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks. However, Goods and Services tax (GST) are not received by the Company on its own account. Rather, it is tax collected on value added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from revenue. Sale of Goods: Revenue from sales is recognised when the substantial risks and rewards of ownership of goods are transferred to the buyer and the collection of the resulting receivables is reasonably expected. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Sale of Services: The Company recognizes revenue when the significant terms of the arrangement are enforceable, services have been delivered and the collectability is reasonably assured. Other income: INTEREST Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. TAXATION Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the relevant prevailing tax laws. Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company re-assesses unrecognized deferred tax assets, if any. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws. PROPERTY, PLANT & EQUIPMENT The cost of property, plant and equipment comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, including relevant borrowing costs for qualifying assets and any expected costs of decommissioning. Expenditure incurred after the property, plant and equipment have been put into operation, such as repairs and maintenance, are charged to the



Statement of Profit and Loss in the period in which the costs are incurred. Major shut-down and overhaul expenditure is capitalised as the activities undertaken improves the economic benefits expected to arise from the asset. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in Statement of Profit and Loss. Property, plant and equipment except freehold land held for use in the production, supply or administrative purposes, are stated in the balance sheet at cost less accumulated depreciation and accumulated impairment losses, if any. Advances paid towards the acquisition of Property, Plant & Equipment outstanding at each reporting date is classified as Capital advances under Other Non –Current Assets and assets which are not ready for intended use as on the date of Balance sheet are disclosed as “Capital Work in Progress.” Depreciation on Property, Plant & Equipment is charged on Straight Line Method. Depreciations are charged over the estimated useful lives of the assets as specified in Schedule II of the Companies Act, 2013. Depreciation in respect of additions to/and deletion from assets has been charged on pro-rata basis from/till the date they are put to commercial use. BORROWING COST Borrowing costs that are attributable to the acquisition or construction of qualifying assets (assets which require substantial period of time to get ready for its intended use) are capitalized as part of the cost of that asset. All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred. IMPAIRMENT OF ASSESTS Properties, Plant & Equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset's fair value less cost of disposal and value in use. INVENTORIES Inventories are valued at lower of cost and net realizable value. Cost of inventories comprises of purchase cost and other costs incurred in bringing the inventory to present location and condition which includes appropriate share of overheads. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. CASH AND CASH EQUIVALENTS Cash and cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances, demand deposits with banks (other than deposits pledged with government authorities and margin money deposits) with an original maturity of three months or less. CASH FLOW STATEMENT Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or



accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information. PROVISION, CONTINGENT LIABILITIES AND CONTINGENT ASSETS Provisions: Provisions are recognised when there is a present obligation as result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value. Contingent Liabilities: Contingent liabilities are not provided for in the books but are disclosed by way of notes in the financial statements when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent Assets: Contingent Assets are neither recognized nor disclosed in the financial statements. EARNINGS PER SHARE (EPS) The earnings considered in ascertaining the Company’s earnings per share comprise the net profit after tax (and include post tax effect of any extraordinary items.) The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises of the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises of the weighted average shares considered for deriving basic earning per share, and also the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares. RELATED PARTY TRANSACTIONS Related party transactions are transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related, if one party has the ability, directly or indirectly, to control the other party of exercise significant influence over the other party in making financial or operating decisions. Parties are considered to be related if they are subject to common control or common significant influence.

SEGMENT INFORMATION Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM is considered to be the Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments. The Company's only business segment is trading in various products, hence the disclosure of segment wise information as required by Ind AS 108 on "Segment Reporting" is not applicable.



ROUNDING OF ACCOUNTS All amounts disclosed in financial statements and notes have been rounded off to the nearest

lakhs as per the requirement of Schedule III, unless otherwise stated.

FINANCIAL INSTRUMENTS A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. FINANCIAL ASSETS

Initial recognition and measurement All financial assets are initially recognised when the Company becomes a party to the contractual provisions of the instrument. All financial assets are initially measured at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Subsequent measurement

Classification For the purpose of subsequent measurement, the Company classifies financial assets in following categories:

Financial assets at amortised cost Financial assets at amortized cost are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses, if any. Interest income and impairment are recognized in the Statement of Profit and Loss.

Financial assets at fair value through other comprehensive income (FVTOCI) These assets are subsequently measured at fair value through other comprehensive income (OCI). Changes in fair values are recognized in OCI and on Derecognition, cumulative gain or loss previously recognized in OCI is reclassified to the Statement of Profit and Loss. Interest income calculated using EIR and impairment loss, if any, are recognized in the Statement of Profit and Loss.

Financial assets at fair value through profit or loss (FVTPL) These assets are subsequently measured at fair value. Net gains and losses, including any interest income, are recognized in the Statement of Profit and Loss. Financial assets are not reclassified subsequent to their recognition except if and in the period the Company changes its business model for managing for financial assets. De-recognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.



Any gain or loss on Derecognition is recognised in the Statement of Profit and Loss. Impairment of financial assets The Company applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortized cost, lease receivable, trade receivable other contractual rights to receive cash or other financial assets. For trade receivable, the Company measures the loss allowance at an amount equal to life time expected credit losses. Further, for the measuring life time expected credit losses allowance for trade receivable the Company has used a practical expedient as permitted under Indian AS 109. This expected credit loss allowance is computed based on provisions, matrix which takes into account historical credit loss experience and adjusted for forward looking information.

FINANCIAL LIABILITIES Initial recognition and measurement All financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument. All financial liabilities are initially measured at amortized cost unless at initial recognition, they are classified as fair value through profit or loss. In case of trade payables they are initially recognize at fair value and subsequently, these liabilities are held at amortized cost, using the Effective interest method. Classification and subsequent measurement Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as FVTPL if it is classified as held-for-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in the Statement of Profit and Loss. Financial liabilities other than classified as FVTPL, are subsequently measured at amortised cost using the effective interest method. Interest expense is recognised in Statement of Profit and Loss. Any gain or loss on Derecognition is also recognised in the Statement of Profit and Loss.

Derecognition A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on subsequently different terms, or the terms of an existing liability are subsequently modified, such an exchange or modification is treated as the Derecognition of the original liability and the recognition of the new liability. The difference in the respective carrying amount is recognize in the Statement of Profit & Loss. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the assets and settle the liabilities simultaneously.



SD/- Akshay Mohnot




2. Property Plant & Equipment

(Rs in lakh)

Fixed Assets Gross Block Accumulated Depreciation Net Block Balance as at 1st April 2018

Additions Disposals Balance as at 31st March 2019

Balance as at 1st April 2018

Depreciation charge for the year

On disposals

Balance as at 31st March 2019



I. Tangible Assets Freehold/Owe use:

a) Office Building 19.40 - - 19.40 0.31 0.31 - 0.62 18.78 19.09

b) Furniture & Fixtures 23.00 18.83 - 41.83 2.68 2.39 - 5.07 36.76 20.32 c) Air Conditioner 1.15 3.54 - 4.95 0.31 0.51 - 0.82 4.13 1.10 d) Printer 0.25 0.24 - 0.68 0.14 0.11 - 0.25 0.43 0.30 e) Computer 1.36 - - 1.36 0.57 0.43 - 1.00 0.36 0.79 Total Tangible Assets 45.61 22.61 0.00 68.22 4.01 3.75 0.00 7.76 60.46 41.60 Previous Year 25.76 19.85 0.00 45.61 0.62 3.39 0.00 4.01 41.61 25.14

II. Capital Work In Progress

0.00 0.00 10.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.00 0.00 10.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Previous Year 0.00 0.00 10.00 -10.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 45.61 22.61 10.00 68.22 4.01 3.75 0.00 7.76 60.46 41.60



3. NON-CURRENT FINANCIAL ASSETS – INVESTMENTS (Rs. In Lakh) Particulars As at 31st March

2019 As at 31st March 2018

Investment in Equity shares fully paid up Investment in subsidiary ( unquoted Investments - cost) - 220.80 Nil (P.Y. 1,60,000) equity shares of Rahul Papers (India) Pvt Ltd

- 220.80 Aggregate amount of Unquoted Investments - 220.80

4. NON-CURRENT FINANCIAL ASSETS – LOANS (Rs. In Lakh)

Particulars As at 31st March 2019

As at 31st March 2018

a. Security Deposits Unsecured, considered good 0.10 0.10 b. Advance for Capital Goods Unsecured, considered good 145.00 135.00 c. Advances recoverable in cash or in kind

Unsecured, considered good 230.81 93.32 d. Interest Receivable - 4.83 375.91 233.25

5. Other Non Current Assets (Rs. In Lakh)



Deferred Revenue Expenditure Opening Balance 2.25 3.37 Add: Capital Expenditure - - Less: Misc Exp to the extent written off 2.25 1.12

Closing Balance - 2.25 6. TRADE RECEIVABLES (Rs. In Lakh)



Trade receivables outstanding for a period less than six months from the date they are due for payment

Unsecured, considered good 135.59 2.78 135.59 2.78 Trade receivables outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good - 463.85 - 463.85

Total 135.59 466.63

7. CASH AND CASH EQUIVALENTS (Rs. In Lakh)



a. Balances with banks 19.62 6.54

b. Cash on hand 6.21 0.63 c. Fixed Deposits With Banks - - 25.83 7.17



8. CURRENT FINANCIAL ASSETS – LOANS (Rs. In Lakh) Particulars As at 31st March


(a) Balances with government authorities Unsecured, considered good (i) GST credit receivable 2.18 - (ii) TDS receivable 0.21 1.41 (b) Advance Recoverable in cash or in kind or for value to be received

Unsecured, considered good 26.91 143.24 Total 29.30 144.65

9. EQUITY SHARE CAPITAL (Rs. in Lakh)



Authorised 50,00,000 ( PY 50,00,000) equity shares of Rs. 10/-(Rs. 10/-) each

500.00 500.00

Issued 50,00,000 ( PY 50,00,000) equity shares of Rs. 10/- (Rs. 10/-) each

500.00 500.00

Subscribed & Paid up 50,00,000 ( PY 50,00,000) equity shares of Rs. 10/- (Rs.10/-) each

500.00 500.00

Total 500.00 500.00 a) Reconciliation of shares outstanding at the beginning and at the end of the reporting year

Particulars No. of shares Rs. In Lakh As at March 31, 2018 ( Face value of Rs 10/- each) 50,00,000 500.00 Changes during the year - - As at March 31, 2019 ( Face value of Rs 10/- each) 50,00,000 500.00

b) Terms/ Rights attached to equity shares The Company has one class of equity shares having a par value of Rs. 10/- each. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. c) Details of shareholders holding more than 5 % shares in the Company:

Name of Shareholder As at 31st March 2019 As at 31st March 2018 No. of Shares held % of Holding No. of Shares held % of Holding Mohan Punjabi - - 4,00,000 8.00

10. OTHER EQUITY (Rs. in Lakh)



a. Retained Earning 55.66 27.53 Total 55.66 27.53

11. NON CURRENT FINANCIAL LIABILITIES –BORROWINGS (Rs. in Lakh)



Unsecured Loan - From Directors 2.00 2.00 Total 2.00 2.00



12. DEFERRED TAX LIABILITIES (NET) (Rs. in Lakh) Particulars As at 31st March


Timing Difference on Account on Depreciation and other Expenses

1.24 0.70

Total 1.24 0.70

13. CURRENT FINANCIAL LIABILITIES – BORROWINGS (Rs. in Lakh) Particulars As at 31st March


Unsecured Loan Corporate Borrowing - 121.28

Total - 121.28

14. TRADE PAYABLE (Rs. in Lakh) Particulars As at 31st March


Micro, Small and Medium Enterprises - - Others 54.69 456.54

Total 54.69 456.54 15. PROVISIONS (Rs. in Lakh)



(a) Provision for employee benefits

Salary Payable - - (b) Others (i) Statutory Tax - 2.55 (ii) Provision for Income Tax 13.50 5.75 (iii) Others - -

Total 13.50 8.30 16. REVENUE FROM OPERATIONS (Rs. in Lakh)

Particulars 31st March, 2019 31st March, 2018 Sale of products 2521.29 1,687.42 Sale of Services - -

Total 2521.29 1,687.42 17. OTHER INCOME (Rs. in Lakh)

Particulars 31st March, 2019 31st March, 2018 Interest Income 2.13 14.60 Short/ Excess Provision written off 0.23 -

Total 2.36 14.60 18. Employee Benefit Expenses (Rs. in Lakh)

Particulars 31st March, 2019 31st March, 2018

Salaries and Bonus 6.12 2.68 Total 6.12 2.68

19. Finance Cost (Rs. in Lakh)

Particulars 31st March 2019 31st March 2018 Interest expense 0.00 12.46 Bank Charges 0.15 0.02

Total 0.15 12.48



20. Other Expenses (Rs. in Lakh) Particulars 31st March 2019 31st March 2018

Audit Fee 1.30 0.30

Advertisement Exp 0.38 0.15

Legal & Professional Fees 0.00 0.22

Connectivity Charges 1.10 0.99

Listing Fees 3.02 3.35 ROC Filing Fees 0.07 0.38

Electricity Exp 0.17 0.12

Office Expenses 0.47 0.78

Rent, Rates and Taxes 0.19 0.18

Freight Paid 0.00 0.04

Telephone Exp 0.15 0.18

Misc. Exp to the extent written off 2.24 1.12

Repair & Maintenance 3.65 0.00

Travelling Expenses 0.07 0.33

Balance written off 36.41 0.00

Prior Period Exp 0.18 0.09

Total ( A + B + C) 49.41 8.23

21. Earning Per Share (Rs. in Lakh) Particulars 31st March 2019 31st March 2018

Net Profit attributable to Equity Share Holder

28.13 12.69

Weighted Average Number of Equity Shares Outstanding During the year ( Numbers) 50,00,000 50,00,000 Face Value Per Equity Share 10.00 10.00 Basic Earning Per Share 0.56 0.25 Diluted Earning Per Share 0.56 0.25

22. Contingent Liabilities : NIL 23. Deferred Tax: In conformity with Accounting Standard No. 22 issued by The Institute of Chartered Accountants of India on "Accounting for Taxes on Income", the Company has provided for net deferred tax liability during the year amounting to Rs. 0.55 lakh (P.Y. Rs. 0.70 lakh) 24. The information as required to be disclosed under the micro, small and medium enterprises has been not received so far so the discloser requirement for balance outstanding, interest paid, payable as at the year-end as required by the Act, has not been given. 25. Earning in Foreign Exchange: NIL (Rs. in Lakh)

Particulars 31st March 2019 31st March 2018 - -

26. Related Party Disclosures under IND AS 24:

Disclosures as required by Accounting Standards (Ind AS-24) “Related Party Disclosure” are given below”.

Key Managerial Personnel & Managing Director:

Vijay Mehta* Chairman & Managing Director

Karan Dharmendra Parikh* Chairman & Managing Director

Shailesh Prajapati** CFO

Kaiwalya Ritesh Soni** CFO



Kiran Prajapati*** Company Secretary

*w.e.f. 10.05.2019 Mr. Karan Parikh was appointed as Managing Director of the Company in place of Mr. Vijay Mehta. **w.e.f. 10.05.2019 Mr. Kaiwalya Soni was appointed as CFO of the Company in place of Mr. Shailesh Prajapati. ***w.e.f 02.07.2019 Ms. Kiran Prajapati has resigned from the post of Company Secretary.

Transaction during the Year:

Nature of Transaction Promoter Key Managerial Personnel

Total

Loans and Advances taken during the year

- - -

Balance as at 31st March, 2019 Unsecured Loan 2.00 - 2.00

27. Exceptional Items:-

The Company had sold its entire investment of subsidiary Company M/s Rahul Papers (India) Pvt Ltd and hence cease to be holding Company and on account of same booked profit of Rs 16.00 lakh under the head "Exceptional Items".

28. Financial Instruments:

Particular Carrying Value Fair Value

Financial Assets March 31, 2019

March 31,2018

March 31,2019

March 31,2018

Amortised cost

Trade receivables 135.59 466.63 135.59 466.63

Cash and cash equivalents 25.83 7.17 25.83 7.17

Loans and Advances ( Current ) 29.30 144.65 - -

Loans and Advances ( Non Current ) 375.91 233.25 - -

FVTOCI

Investment in equity instruments - 220.80 - 220.80

FVTPL

Investment in equity instruments (Unquoted)

- -

- -

Total Assests 566.63 1,072.50 161.42 694.60

Financial Liabilities

Amortised cost

Long Term Borrowings 2.00 2.00 2.00 2.00

Trade payables 54.69 456.54 54.69 456.54

Total Liabilities 56.69 458.54 56.69 458.54

The management assessed that fair value of cash and short-term deposits, trade receivables, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.



The following methods and assumptions were used to estimate the fair values: i) Long-term fixed-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors and individual creditworthiness of the customer and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected losses of these receivables. ii) Fair values of the Company’s interest-bearing borrowings and loans are determined by using DCF method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non- performance risk as at March 31, 2019 was assessed to be insignificant. iii) The fair values of the unquoted equity shares, if any have been estimated using a discounted cash flow model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility, the probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments. 29. Fair Value Hierarchy:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring basis as at March 31, 2019 and March 31, 2018.

Particular Fair Value measurement using

Total Level 1 Level 2 Level 3

Financial Assets measured at fair value:

FVTOCI financial assets designated at fair value:

Investment in equity instruments (quoted) - - - -

- - - -

FVTPL financial assets designated at fair value:

Investment in equity instruments (unquoted) - - - -

(220.80) - - (220.80)

There have been no transfers among Level 1, Level 2 and Level 3 during the year.

30. Financial Risk Management: The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations.



The Company's activities expose it to a variety of financial risks: credit risk and liquidity risk and interest rate risk. The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Company is not dealing in foreign currency transaction and therefore Company is not exposed to foreign exchange risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

Credit Risk: Credit risk is the risk of financial loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counter parties, taking into account their financial position, past experience and other factors.

Trade and other receivables: The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country, in which the customer operates, also has an influence on credit risk assessment. In addition, receivable balances are monitored on an ongoing basis with the result that the Company's exposure to Bad debt is not significant. Also the Company does not enter into sales transaction with customers having credit loss history. There is no significant Credit risk with related parties of the Company. The Company's is exposed to Credit risk in the event of non payment of customers. Credit risk concentration with respect to Trade Receivables is mitigated by the Company's large customer base. Adequate expected credit losses are recognised as per the assessment. The history of Trade receivables shows an allowance for bad and doubtful debts of Rs Nil (Nil as at March 31, 2018). The Company has made allowance of Rs Nil (Nil as at March 31, 2018) against Total Trade receivable of Rs. 135.59 lakh (Rs. 466.63 Lakh as at March 31, 2018). Bank Deposits: The company maintains its cash and cash equivalents and bank deposits with reputed and highly rated bank. Hence, there is no significant credit risk on such deposits. Liquidity risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk through credit limits with borrowings. The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. 31. Capital management: The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company



monitors the return on capital. The Company’s objective when managing capital is to maintain an optimal structure so as to maximize shareholder value. The capital structure is as follows:

Particulars March 31, 2019 March 31, 2018

Total equity attributable to the equity share holders of the company

555.66 527.53

As percentage of total capital 99.64% 81.06%

Current borrowings - 121.28

Non-current borrowings 2.00 2.00

Total borrowings 2.00 123.28

As a percentage of total capital 0.36% 18.94%

Total capital (borrowings and equity) 557.66 650.81

The Company is predominantly debt financed which is evident from the capital structure table 32. Balances of Sundry Debtors, Creditors, Loans and Advances and transactions are subject to their confirmation. 33. Segment Information: Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM is considered to be the Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments. The Company's only business segment is trading in various commodities, hence the disclosure of segment wise information as required by Ind AS 108 on "Segment Reporting" is not applicable.

34. Contingent Liabilities and Commitment: NIL 35. Except otherwise mentioned herein, in the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated if realized in the ordinary course of business and the provision of all known liabilities are adequate and not in excess of the amount reasonably necessary. 36. Previous Years Figures have been re-grouped/ re-arranged wherever consider necessary. The Companies has complied the above accounts based on the revised/modified Schedule III as applicable for the accounting period 2018-19. The disclosure requirement is made in the notes to accounts for by way of additional statements. The other disclosure required by the Companies Act, are made in the notes to accounts.

GBL INDUSTRIES LIMITED (Formerly Known as GUJARAT BITUMEN LIMITED)

CIN: L24117GJ1985PLC007985 Regd. Off: 801, Safal Prelude B/h Pinnacle Business Park, Corporate Road, Prahladnagar,

Ahmedabad, Gujarat-380015 E-mail:[email protected] website: www.gujaratbitumen.com, Tel. No.:8160162721

ATTENDENCE SLIP ANNUAL GENERAL MEETING-2019

I hereby certify that I/we a Registered Shareholder/Proxy for the registered Shareholder of the Company. I/we hereby record my presence at the 33rd Annual General Meeting of the Company at the Registered Office of the Company situated at 801, Safal Prelude, B/h Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad, Gujarat- 380015 on Saturday, 28th September, 2019 at 12:00 Noon.

Regd. Folio/DP ID & Client ID Name & Address of the Shareholder(s)

Joint Holder 1 Joint Holder 2 No. of Equity Shares Held

___________________________ Member’s/Proxy’s Signature

Note: Please bring the attendance slip to the meeting and handover at the entrance dully filled in.

Members may please note the user id and password given below for the purpose of e-voting in terms of Section 108 and applicable provisions of the Companies Act, 2013 and rules.

Electronic Voting Particulars EVSN (Electronic Voting Sequence No.) User ID Password 190905049

GBL INDUSTRIES LIMITED (Formerly Known as GUJARAT BITUMEN LIMITED)

CIN: L24117GJ1985PLC007985 Regd. Off: 801, Safal Prelude B/h Pinnacle Business Park, Corporate Road, Prahladnagar,

Ahmedabad, Gujarat-380015 E-mail:[email protected] website: www.gujaratbitumen.com, Tel. No.: 8160162721

PROXY FORM

FORM NO. MGT-11 [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management

and Administration) Rules, 2014]

Name of Member(s): Registered Address: Email Id: *DP Id Regd. Folio No./*Client Id.

(*Applicable for Members holding shares in electronic form)

I/ We, being the member(s) of _________shares of the above named company, hereby appoint below at Sr. No. 1 or failing him Sr. No. 2 or failing him Sr. No. 3. Sr. No. Name of Proxy(ies) Address & Email ID Signature 1 2 3

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 33rd Annual General Meeting of the Company, to be held on Saturday, 28th September, 2019 at 12:00 Noon at the registered office of the Company at 801, Safal Prelude, B/h Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad, Gujarat-380015 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Resolutions For Against

Ordinary Business 1. To consider and adopt Audited Financial Statement,

Reports of Board of directors and Auditors.

2. Reappointment of Mr. Vijay Mehta as a Director, who retires by rotation.

3. To Appoint M/s. Pragnesh Thakkar & Associates as Statutory Auditor of the Company

Special Business 4. Regularisation of Mrs. Parulben Kailaspuri Goswami

(DIN: 08445041) and Mr. Rushabh Nitin Gandhi (DIN:08445196) as non-executive Independent Directors of the Company

5. Regularisation of Mrs. Nisha Ritesh Soni (DIN: 08413106) as a Non-Executive Non-Independent Director of the Company

6. Appointment of Mr. Karan Dharmendrabhai Parikh (DIN:08427355) as a Managing Director of the company

Signed this ___________________ day of _______________ 2019.

Signature of Shareholder(s): _____________________________________

Affix Revenue Stamp

Signature of Proxy holder(s): _____________________________________

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. It is optional to put ’x’ in the appropriate column against the resolutions indicated in the box. If you leave the ’For’ or ‘Against’ column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

3. Please complete all details including details of Member(s) before submission.