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Gokul Agro Resources Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1610.44 Cr. P/BV 2.80 Book Value (Rs.) 38.99
52 Week High/Low (Rs.) 135/95 FV/ML 2/1 P/E(X) 12.16
Bookclosure 25/09/2023 EPS (Rs.) 8.97 Div Yield (%) 0.00
Year End :2023-03 

Directors' Report

Dear Members,

The Board of Directors is delighted to present the Ninth (9th) Annual Report on the business and operations of GokulAgro Resources
Limited
("the Company") along with the summary of Standalone and Consolidated Audited Financial Statements of the Company
for theyearended March 31,2023.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), this Board's Report is prepared
based on the standalone audited financial statements of the Company for the year under review and also present the key highlights
of performance of subsidiaries andtheir contribution to the overallperformanceof the Company during the year under review.

Overview of Financial Performance

The Audited Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind
AS")
notified under section 133 of The Companies Act, 2013 ("the Act"), read with Rule 7 of The Companies (Accounts) Rules, 2014
("the Accounts Rules") and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").

Key highlights of Standalone and Consolidated financial performance of the Company, for the Financial Year ended on March 31,
2023aresummarized below:

Particulars

Standalone

Consolidated

March 31,2023

March 31,2022

March 31,2023

March 31,2022

Revenue from Operations

10,08,281.97

10,21,078.89

10,73,980.74

10,38,411.30

Other Income

1,509.00

1,634.76

1,678.58

1,659.85

Total Income

10,09,790.97

10,22,713.65

10,75,659.33

10,40,071.15

EBITDA

25,632.07

21,225.42

29,831.52

24,149.87

Finance Costs

8,642.39

5,082.71

9,472.62

5,621.72

Depreciation and amortization expenses

2,848.66

2,892.43

2,885.28

2,929.92

Profit Before Tax

14,141.01

13,250.27

17,473.61

15,598.21

Total Tax Expense

3,670.56

2,952.48

4232.92

3307.57

ProfitAfterTax

10,470.44

10,297.78

13,240.68

12,290.64

Other Comprehensive Income

(0.39)

6.61

678.80

200.47

Total other Comprehensive Income

10,470.05

10,304.40

13,919.49

12,491.12

Earnings PerShare (EPS) before exceptionalitem
(Basic & Diluted)

7.26

7.49

9.18

8.94

Earnings PerShare (EPS)afterexceptionalitem
(Basic & Diluted)

7.26

7.49

9.18

8.94

ResultsofOperations

Company's total Consolidated revenue from operations grew
by 3.43% to 10,73,980.74 Lakhs from 10,38,411.30 Lakhs in
2021-2022. The Profit Before Tax increased by 12.02% y-o-y to
17,473.61 Lakhs. Net Profit After Tax increased by 7.73% y-o-y
to 13,240.68 Lakhs. A detailed analysis of performance for the
year has been included in the Management Discussion and
Analysis Report, forming partoftheAnnualReport.

During the year under review, the Standalone revenue from
Operations marginally decreased by 1.25 % to 10,08,281.97
Lakhs from 10,21,078.89 Lakhs in F.Y. 2021-22. The company
has earned Standalone Profit Before Tax of 14,141.01 Lakhs
as compared to 13,250.27 Lakhs in FY 2021-22, increased by
6.72%, and Profit after Tax of 10,470.44 Lakhs, grew by 1.68%

from 10,297.78 Lakhs in the previous year. The EPS on
standalone financials for theyearended on March 31,2023 was
7.26.

State of Company’s Affairs and Business
Operations

GARL is one of the leading and fastest growing company
engaged in production, distribution & exports of various Edible,
Non-Edible oils & it's derivatives & Feed Meals.

The Company's plant at Gandhidham is spread across a large
area of 90 acres of land with State-of-the-Art manufacturing
facilities for various edible oils and allied products. The
Company has fully integrated operations and healthy product
diversity.

The company's large scale of operations continue to deliver
efficiency and quality across value-chain. The products of the
Company are marketed under multiple territories across 36
countries and more than 20 states in India. Our major
international markets include France, Singapore, USA,
Germany, Japan, Netherlands, Belgium, UK, China, South Korea,
etc.

Change in the Nature of Business

There has been no change in the nature of business of the
Companyduring the Financialyear2022-2023.

Change of Registered Office

During the year under review, in the Board meeting of the
Company held on February 9, 2023, the Company has changed
its registered office to "Crown-3, Inspire Business Park,
Shantigram, Nr. Vaishnodevi Circle, S.G. Highway, Khodiyar,
Ahmedabad-382421"with effect from February 9,2023.

Dividend

Considering the future outlook, investment plans, a long term
interest and working capital need, the Company has not
recommended any dividend for the Financial Year 2022-23 and
donotproposeto carry any amount to reserves.

In terms of Regulation 43A of SEBI Listing Regulations, the
Board has formulated and adopted the Dividend Distribution
Policy (the 'Policy') which is approved by the Board of Directors
("the Board") and is uploaded on the website of the Company at
https://www.gokulagro.com/invester-relations/

Tranfer to Reserves

The Board of Directors has decided to retain the entire amount
of profit for the Financial Year 2022-23 in the Statement of
Profit and Loss, no amount was proposed to be transferred to
General Reserves.

Share Capital

As on March 31, 2023 the Authorised, Issued, Subscribed and
Paid-Up share capital of the Company was as follows:

Share Capital

No. of

Face

Total Capital

Shares

Value

(in )

Authorised Capital

40,00,00,000

2

80,00,00,000

Issued/Subscribed
and Paid Up Capital

14,75,43,358

2

29,50,86,716

Further, During the year there was no change in the authorized
share capital of the Company, which was 80,00,00,000
comprising of 40,00,00,000equity shares of 2 each.

During the year under review, in the Annual General Meeting of
the Company held on September 30, 2022, authorised share
capital was reclassified by converting the authorised
preference share capital of 45,00,00,000 (Rupees Forty Five
Crores Only) into 22,50,00,000 (Twenty Two Crore Fifty Lacs
Only) Equity shares of . 2/- each and consequent to the same
Memorandum of Association of the Company has been
amended by substituting the capital clause as follows:

The authorised share capital of the Company is 80,00,00,000
(Rupees Eighty Crores Only) divided into 40,00,00,000 (Forty
Crores) Equity Shares of 2/-each.

During the year under review, the Company had issued and
allotted 44,71,011 Equity shares of Face Value of 2/-each at a
price of . 92/-each (including premium of 90/-each) on right
issue basis on March 30, 2023, to eligible shareholders for a
consideration discharged by cash.

As a result of allotment of Equity Shares on Right Issue basis,
the Issued, Subscribed and paid-up share capital increased from
28,61,44,694 (comprising 14,30,72,347 equity shares of 2
each) to 29,50,86,716 (comprising 14,75,43,358 equity shares
of 2 each).The equity shares so allotted rank pari-passu with
the existing equity shares of the Company.

Except as mentioned above, the Company had not issued any
other shares or instruments convertible into equity shares of
the Company or with differential voting rights nor has granted
anysweatequity.

Utilization of Funds Raised Through Issue of Equity
Shares on Right Issue Basis

The sum of 4113.33 Lakhs raised during the year 2022-23
through issue of Equity Shares on Rights Issue basis has been
fully utilized for the purpose for which it was raised as stated in
letter of offer for right issue and there has been no deviation or
variation in utilization of the money from Right Issue.

ListingofSecurities

The Company's equity shares are listed on the BSE Limited and
National Stock Exchange of India Limited. The Annual Listing
fees for the F.Y. 2022-23 has been paid to the Stock Exchanges.

Corporate SocialResponsibility (CSR)

The Company contributes progressively to the socio-economic
and environmental advancement of the planet with 'Corporate
Social Responsibility' ("CSR") at the very core of its existence. To
meet its goals, the Company drives its corporate social
responsibilityagenda through its CSRarm.

The CSR Committee has formulated and recommended to the
Board, a Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the Company as
specified under Schedule VII of the Act, which has been
approved by the Board. The CSR Policy may be accessed on the
Company's website at https://www.gokulagro.com/invester-
relations/

The annual report on CSR showing initiatives undertaken by the
Companyduring the year under review containing particulars as
specified under Section 135 of the Companies Act, 2013 read
with Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is as per
Annexure-A to the Report.

Particulars of Loans, Guarantees or Investments

The particulars of loans given, investments made, guarantees
given and securities provided in accordance with the provisions
of Section 186 of the Act are provided in the standalone
FinancialStatements.

Risk Management

The Company has constituted a Risk Management Committee in
compliance with the provisions of Section 134(3)(n) of the Act
and Regulation 21 of the SEBI Listing Regulations. The details of
this Committee and its terms of reference are set out in the
Corporate Governance Report, which forms a part of the Annual
Report.

The Company has formulated Risk Management Policy to
identify and evaluate business risks and opportunities. This
framework seeks to create transparency, minimise adverse
impact on the business objectives and enhance the Company's
competitive advantage. The business risk framework defines
the risk management approach across the enterprise at various
levels including documentation and reporting. The framework
has different risk models which help in identifying risks trend,
exposure and potential impact analysis at a Company level as
also separately forbusiness.

The details of various risks that are being faced by the Company
and development and implementation of risk management
policy has been covered in the Management Discussion and
Analysis, which forms part of this report.

The Committee reviews the risk management initiatives taken
by the Company on a half yearly basis and evaluate its impact
and the plans for mitigation.

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the
Companies Act, 2013, the draft Annual Return of the Company
prepared as per Section 92(3) of the Act for the financial year
ended March 31,2023, is hosted on the website of the Company
and can be accessed at (https://www.gokulagro.com/invester-
relations/
). In terms of Rules 11 and 12 of the Companies
(Management and Administration) Rules, 2014, the Annual
Return shall be filed with the Registrar of Companies, with
prescribed timelines.

Number of Meetings of The Board and Committee
of the Board

During the year Financial Year 2022-23, 6 (Six) Board Meetings
were convened. The details of the meetings of the Board of
Directors and Committees of the Board of Directors of the
Company held and attended by the Directors are given in the
Corporate Governance Report forming part of Annual Report.

The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and
Regulation 17 of theSEBI Listing Regulations.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(3)© and
Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm
that:

a) In the preparation of the AnnualAccounts for the Financial
Year ended March 31, 2023, the applicable Accounting
Standards (Ind AS) had been followed along with proper
explanation relating to material departures, if any;

b) The accounting policies as selected by the Directors and
mentioned in the Notes to the Financial Statements has
been applied consistently and further the Board has made
judgments and estimates thatare reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2023 and of the profit of the
Company for that period;

c) Proper and sufficient care for the maintenance of
adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) The Annual Accounts for the financial year ended March
31,2023 have been prepared on a going concern basis;

e) Internal financial controls have been laid down and being
followed by the company and that such internal financial
controls are adequate and were operating effectively;and

f) Proper systems has been devised to ensure compliance
with the provisions of all applicable laws were in place and
that such systems were adequate and operating
effectively.

Auditorsand Auditors' Report

Statutory Auditors and Auditors' Report

Based on the recommendation of the Audit Committee and the
Board of Directors, Members of the Company at the 6th Annual
General Meeting held on September 7, 2020 appointed M/s.
Surana Maloo & Co., Chartered Accountants (Firm Registration
No. 112171W) as the Statutory Auditors of the Company for the
second term of 5 (five) years commencing from the conclusion
of the 6th Annual General Meeting until the conclusion of the
11th Annual General Meeting to be held in the year 2025. The
Members also approved the remuneration payable to M/s.
Surana Maloo & Co. and authorized the Board to finalize the
terms and conditions of reappointment, including
remuneration of the Statutory Auditor for the remaining
period, based on the recommendation of the Audit Committee.

The Statutory Auditors' Report for FY 2022-23 on the financial
statements of the Company forms part of this Annual Report.
Statutory Auditors have expressed their unmodified opinion on
the Standalone and Consolidated Financial Statements and
their reports do not contain any qualifications, reservations,
adverse remarks, ordisclaimers.

Statutory Auditors of the Company have not reported any fraud
as specified under Section 143(12) of the Act, in theyearunder
review.

Internal Auditorsand Auditors' Report:

M/s.Yogesh Kalyani&Associates, Chartered Accountants (FRN:
132444W) was re-appointed as an Internal Auditors of the
Company in the Board Meeting held on May 10,2023 to conduct
an internal audit of the Company for the FY 2023-24.

The Internal Audit function reports its findings and status
thereof to the Audit Committee on a quarterly basis.

SecretarialAuditorsandAuditors' Report

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board,
at its meeting held on April 28,2022 had appointed, M/s.Chirag
Shah & Associates, Company Secretaries to carry out the
Secretarial Audit of the Company for the FY 2022-23. The
Report of the Secretarial Auditor is attached herewith as
Annexure-B.

The Secretarial Audit Report forms part of this Annual Report
and do not contain any qualification, reservation or adverse
remark. During the year under review, the Secretarial Auditor
has not reported any fraud underSection 143(12) of the Act.

CostRecordsandCostAuditors

During the year under review, in accordance with Section 148(1)
of the Act, the Company has maintained the accounts and cost
records, as specified by the Central Government. Such cost
accounts and recordsaresubject to audit by M/s. Priyank Patel &
Associates, CostAuditors of the Company for the FY 2022-23.

The Board of Directors, on the recommendations of the Audit
Committee has approved re-appointment of M/s. Priyank Patel
& Associates, Cost Accountants (Firm Registration Number:
103676) as CostAuditors of the Company for conducting cost
audit for the FY 2023-24. A resolution seeking approval of the
Shareholders for ratifying the remuneration payable to the
Cost Auditors for FY 2023-24 is provided in the Notice of the
ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained
under section 148 (1) of the Act are duly made and maintained
by the Company.

The Cost Audit Report for the financial year ended March 31,
2023, provided by M/s Priyank Patel & Associates, the Cost
Auditor, does not contain any qualification or adverse remarks
that require any clarification or explanation.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earning and Outgo

The details on conservation of energy, technology absorption,
and foreign exchange earnings/outgo, as required under
Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014, is provided as
Annexure-C of this report.

Directors and Key Managerial Personnel (‘KMP')

The composition of the Board of Directors is in accordance with
the provisions of Section 149 of the Act and Regulation 17 of
the Listing Regulations, with an optimum combination of
Executive Director, Non-Executive Non-Independent Directors,
Independent Directors and Women Directors.

Details of the composition of the Board of Directors,
appointments / re-appointments during the financial year
under review, director retiring by rotation and details of
declaration by Independent Directors have been provided in
the Corporate Governance Report which forms part of this
AnnualReport.

(I) Appointment/Re-appointment

Based on the recommendation of the Nomination and
Remuneration Committee ("NRC"), the Board approved the
appointment/re-appointment of the following Directors,
during FY 2022-23 and such appointment/ re-appointment
were also approved by the Members at the 8th Annual General
Meeting held onSeptember30,2022:

1. Mr. Dipakkumar Thakkar (DIN: 07071694), who was
appointed by the Board as an Additional Director under the
category of Executive Director with effect from August 31,
2022, was appointed as Executive Director and Non
Independent Director of the Company at the 8th AGM. The
Members also approved the appointment of Mr. Dipakkumar
Thakkar as Executive Director and Non Independent Director of
the Company for a term of 5 (five) years from September 30,
2022.

2. Mr. Sujit Gulati (DIN: 00177274), who was appointed by the
Board as an Additional Director under the category of Non¬
Executive, Independent Director with effect from August 31,
2022, was appointed as Non Executive Director of the Company
at the 8th AGM. The Members also approved the appointment of
Mr. Sujit Gulati as Independent Director of the Company for a
term of 5 (five)years from September 30,2022.

(ii) Resignations

During the year under review, there was no director has
resigned the directorship.

However, Mr. Ashutosh Bhambhani (DIN: 07163125) has
resigned as Whole Time Director of the Company with effect
from April 13, 2023. The Board places on record its sincere
appreciation for the valuable contribution made by him during
his long tenure as director on the Board of the Company.

(iii) Directors liable to retire by rotation

Pursuant to the provisions of Section 152 and other applicable
provisions of the Companies Act, 2013 read with rules made
thereunder, Mr. Jayesh Kumar Thakkar (DIN: 03050068),
Managing Director of the Company, is liable to retire by rotation
at the ensuing Annual General Meeting (AGM) and being
eligible, offer himself for re-appointment.

The Board recommends the re-appointment of the above
Director foryour approval. Brief details of Director proposed to
be re-appointed, as required under Regulation 36 of the SEBI
Listing Regulations, is provided in the Notice of the ensuing
AGM.

Independent Directors

All the Independent Directors of the Company have given their
declarations to the Company under Section 149(7) of the Act
that they meet the criteria of independence as provided under
Section 149(6) of the Act read with Regulation 16(1) (b) and
Regulation 25 of the SEBI Listing Regulations. There has been
no change in the circumstances affecting their status as
Independent Directors of the Company. During the year under
review, the Company did not have any pecuniary relationship or
transactions with any of its Directors, other than payment of

sitting fees and re-imbursement of expenses for attending
meetings of Board and Committee thereof approved by the
Members of the Company, in accordance with the provisions of
Actand Listing Regulations.

As per requirements of the Act, a separate meeting of
Independent Directors, without presence of members of
management of the Company, was held on March 24, 2023 to
evaluate the performance of the Chairman, Non-Independent
Directors and the Board as a whole and also to assess the
quality, quantity and timeliness of flow of information between
the management of the Company and the Board. All
IndependentDirectorswere presentatthesaid meeting.

The Independent Directors have also confirmed that they have
complied with Schedule IV of the Companies Act, 2013 and the
Company's Code of Conduct.

In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of
the Companies (Appointment and Qualification of Directors)
Rules, 2014, Independent Directors of the Company have
confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate
AFFairs("IICA").

Familiarization Program For Independent Directors

All new independent directors inducted into the Board attend
an orientation program. The details of the training and
familiarization program are provided in the corporate
governance report. The details of familiarization programs is
available on our website, at https://www.gokulagro.com/
invester-relations/

Key Managerial Personnel

As on the March 31, 2023, the following were Key Managerial
Personnel ("KMPs") of the Company as per Sections 2(51) and
203 of the Act:

> Mr. KanubhaiThakkar-Chairman & Managing Director

> Mr. Jayesh KumarThakkar-Managing Director

> Mr.Ashutosh Bhambhani-WholeTimeDirector

> Mr. HiteshkumarThakkar-Chief Executive Officer

> Ms. Dhara Chappia-Chief FinancialOFFicer

> Mr. Viralkumar Thaker-Company Secretary & Compliance
Officer

During the year under review and based on the
recommendation of NRC;

(I) The Board at their meeting held on August 31, 2022,
appointed Ms. Purvee Roy as the Company Secretary and
Compliance Officer of the Company effective from
September 01, 2022 in place of Ms. Chinar Jethwani who
ceased as the Company Secretary and Compliance Officer
of the Company with effect from close of business hours of
August31,2022.

(ii) The Board at their meeting held on February 09, 2023,
appointed Mr. Viralkumar Thaker as the Company
Secretary and Compliance Officer of the Company

effective from February 9,2023 in place of Ms. Purvee Roy
who ceased as the Company Secretary and Compliance
Officer of the Company with effect from February 3,2023.

Committees of the Board

As required under the Act, and the Listing Regulations, the
Companyhas constituted the following statutory committees:

•AuditCommittee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• RiskManagementCommittee

• Corporate SocialResponsibility& Sustainability Committee

The Board has approved the terms of reference for each of
these committees. All the committees of the Board hold their
meetings at regular intervals and make their recommendations
to the Board from time to time as per the applicable provisions
of the Companies Act, 2013 and the SEBI Listing Regulations.
There have been no instances where the Board did not accept
the recommendations of its committees, including the Audit
Committee.

Details of the composition of the Committees and changes
therein, terms of reference of the Committees, attendance of
Directors at meetings of the Committees and other requisite
details are provided in the Corporate Governance Report which
forms part of this Annual Report.

Nomination and Remuneration Policy

Your Company has adopted a Nomination and Remuneration
Policy for the Directors, Key Managerial Personnel and other
employees pursuant to the requirement of Section 178 of the
Act and the Listing Regulations. The Nomination and
Remuneration Policy is available on the Company's website on
https://www.gokulagro.com/invester-relations/

The salient features of the Policy are set out in the Corporate
Governance Report which forms part of thisAnnual Report.

Performance Evaluation of the Board, Its
Committeesand Directors

The Board of Directors has made a formal annual evaluation of
its own performance and thatof its committees pursuant to the
provisions of the Companies Act, 2013 and SEBI Listing
Regulations, the Board has carried out Annual Performance
Evaluation of its own performance, the Directors individually as
well as the evaluation of the working of its various Committees.
The evaluation was done based on the evaluation criteria
formulated by Nomination and Remuneration Committee
which includes criteria such as fulfillment of specific functions
prescribed by the regulatory framework, adequacy of
meetings, attendance and effectiveness of the deliberations,
etc.

The above criteria are broadly based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board
of India on January 5,2017.

The Board also carried out an evaluation of the performance of
the individual Directors (excluding the Director who was
evaluated) based on their attendance, participation in
deliberations, understanding the Company's business and that
of the industry and in guiding the Company in decisions
affecting the business and additionally in case of Independent
Directors based on the roles and responsibilities as specified in
Schedule IV of the Companies Act, 2013 and fulfillment of
independence criteria and independence from management.

Secretarial Standards of ICSI

Pursuant to Section 118(10) of the Act, during the year under
review, the Company has complied with all the applicable
provisions of Secretarial Standard on Meetings of Board of
Directors (SS-1) and Secretarial Standard on General Meetings
(SS-2), respectively mandated by the Institute of Company
Secretaries of India ("ICSI") to ensure compliance with all the
applicable provisions read together with the relevant circulars
issued by Ministry of Corporate Affairs (MCA) from time to time.

Related Party Disclosure

Transactions with Related Party

During the year under review, all contracts/arrangement/
transactions entered by the Company with related parties, were
approved by the Audit Committee and were at arm's length and
in the ordinary course of business and in compliance with the
applicable provisions of the Act and SEBI Listing Regulations.
The Company did not have any contracts or arrangements with
related parties in terms of Section 188(1) of the Companies Act,
2013. Accordingly, the disclosure of related party transactions
as required under Section 134 (3) (h) of the Act read with rule 8
(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is
not applicable to the Company for FY 2022-23 and hence does
notform partofthis report.

Related Party Transaction Policy

In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on Related
Party Transactions. This policy is also available on the website of
the company and the link for the same is and also forms part of
the corporate governance report.

Credit Rating

Your Company's financial discipline and prudence is reflected in
the strong credit rating ascribed by rating agency. The details of
the credit rating are disclosed in Corporate Governance Report,
which forms part of the Annual Report.

Subsidiaries, Joint-ventures and Associate
Companies

As on 31st March, 2023, the Company had one Wholly Owned
Subsidiary Company namely Maurigo Pte. Ltd. Singapore and
two First Level Step down Subsidiary Companies namely Riya
International Pte., Singapore and Maurigo Indo Holdings Pte.
Limited, Singapore. Moreover, the Company also has one
Second Level Step Down Subsidiary Company namely PT Riya
Palm Lestari, Indonesia.

During the year, no Company has been incorporated or ceased
as Subsidiary, Joint Venture or Associate of "GARL".

Riya International Pte. Ltd. is a material subsidiary Company
pursuant to the provisions of Regulation 16(1) (c) of the SEBI
Listing Regulations.

During the year under review, the Board of Directors reviewed
the affairs of material subsidiaries. There has been no material
change in the nature of the business of the subsidiaries.

In accordance with Section 129, 134 and 136 of the Act, read
with rules made thereunder and Regulation 33 of the SEBI
Listing Regulations, the Company has prepared the
consolidated financial statements of the Company, which form
part of this Annual Report. Further, a statement containing the
salient features of the financial statements of subsidiaries in
Form AOC-1, which is appended as
Annexure-D to the Board's
report.

In accordance with Section 136 of the Act, the audited financial
statements, including the consolidated financial statements
and related information of the Company and audited accounts
of its subsidiaries, are available on our website, at
https://www.gokulagro.com/invester-relations/

The Company's policy for determination of material subsidiary,
as adopted by the Board of Directors, in conformity with
Regulation 16 of the SEBI Listing Regulations, can be accessed
on the Company's website at. https://www.gokulagro.com/
invester-relations/

Deposits

During the Financial Year 2022-23, the Company has not
accepted any deposits from the public under Chapter V of the
Companies Act, 2013. Further, no amount on account of
principalorintereston deposits from publicwas outstanding as
onMarch31,2023.

Internal Control System and It's Adequacy

The Company has comprehensive internal control mechanism
and also has in place adequate policies and procedures for the
governance of orderly and efficient conduct of its business,
including safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial
information and adherence to the Company's policies. Internal
financial controls not only require the system to be designed
effectively but also to be tested for operating effectiveness
periodically.

Further the Company has an integrated ERP system connecting
head office, plant and other locations to enable timely
processing and proper recording of transactions. Physical
verification of fixed assets is carried out on a periodical basis.

The Company has an adequate and talented team of Internal
Auditors that oversees the internal financial processes, policies,
and recommends robust internal financial controls from time to
time. The Internal audit department also reviews the
effectiveness of the internal control systems and key
observations are reviewed by the Audit Committee.

The Board is of the opinion that internal financial controls with
reference to the financialstatements were tested and reported
adequate and operating effectively. The internal financial
controls are commensurate with the size, scale and complexity
ofoperations.

The details in respect of Internal Financial Controls and their
adequacy are included in Management Discussion and Analysis
Report,which forms part of this AnnualReport.

Vigil Mechanism

Pursuant to provisions of Section 177(9) of the Act, read with
Regulation 22(1) of the Listing Regulations, your Company has
adopted a Whistle Blower Policy, to provide a formal vigil
mechanism to the Directors and employees to report their
concerns about unethical behaviour, including actual or
suspected leak of unpublished price sensitive information,
actual or suspected fraud or violation of the Company's Code of
Conductorethics policy.

The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also
provides for direct access to the Chairman of the Audit
Committee in certain cases. It is affirmed that no personnel of
the Company has been denied access to the Audit Committee.
The Whistle Blower Policy is available on the Company's
website at https://www.gokulagro.com/invester-relations/

Particular Of Employees

Information required pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided as
Annexure-E to this report.

According to Section 197(14) of the Act, the details of
remuneration received by the Executive Directors from the
Company's subsidiary company during FY 2022-23 are also
givenin
Annexure-E attached to this report.

The statement containing details of employees as required
under Section 197(12) read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ('the Rules'), as amended, form part of
this report. Further, the report and the annual accounts are
being sent to the Members excluding the aforesaid statement.
The aforesaid information is available for inspection by the
members upto the date of the ensuing Annual General Meeting
on all working days, except Saturdays, during working hours at
the Registered Office of the Company. Any Member interested
in obtaining such information may write to the Company
Secretary.

Disclosures as per the Sexual Harassment of
Women at Workplace (Prevention, Prohibition &
Redressal)Act,2013

The Company has established a comprehensive policy for the
Prevention and Redressal of Sexual Harassment under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules
framed thereunder.

The Company has constituted an Internal Complaints
Committee (ICC) for Redressal of the complaints received
regarding sexual harassment at workplace. All employees,
including trainees are covered under this policy. The
committees operate with transparency, impartiality, and
adherence to clear timelines, ensuring a fair and unbiased
investigation process.

During the year under review, no complaints were received or
disposed off during the year under the stated Act and no
complaints were pending either at the beginning or at the end
of theyear.

Corporate Governance

Pursuant to Regulation 34 read with Schedule V of Listing
Regulations, a separate report on Corporate Governance is
given in
Annexure-F to this report. The Report on Corporate
Governance also contains certain disclosures required under
the Companies Act, 2013. A certificate from Practicing
Company Secretary confirming compliance with corporate
governance norms, as stipulated under Clause E of Schedule V
of the Listing Regulations, is annexed to the annual report.

FraudsReported bytheAuditor

During the year under review, no frauds were reported by the
auditors to the Audit Committee or the Board under Section
143(12) of the Act read with Rule 13 of the Companies (Audit
and Auditors) Rules, 2014.

Significant or Material Orders Passed Against the
Company

There are no significant material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
status of theCompany andits operations in future.

Proceeding Pending Before NCLT/Courts/
Regulators

During the year under review, proceeding in the matter of
liquidation of assets of JVL Agro Industries Limited was
pending before the NCLT, Allahabad Bench under Insolvency
and Bankruptcy Code,2016.

Significant and Material Orders Passed by the
Regulators or Courts

During the period under review, there were no significant or
material orders passed by any regulator or court or tribunal
impacting the going concern status and Company's operations
in future.

However, GARL has acquired Stand-alone Block of assets (Block
A-5) under E-Auction Process of JVLAgro Industries Limited (In
Liquidation) vide Hon'ble NCLT, Allahabad Bench's order dated
June 1, 2023 passed under Section 60(5) of the Insolvency and
Bankruptcy Code, 2016 read with Rule 11 of the National
Company Law Tribunal Rules, 2016. Certificate of Sale was
issued by the Liquidator of JVL Agro Industries Limited dated
June2,2023.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report in terms of
Regulation 34(2)(e) of the SEBI Listing Regulations is attached
and forms partofthisAnnualReport.

Business ResponsibilityAnd Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations
and SEBI circular no. SEBI/LAD-NRO/GN/2021/22 dated May 5,
2021, the Company provides the prescribed disclosures in new
reporting requirements on Environmental, Social and
Governance
("ESG") parameters called the Business
Responsibility and Sustainability Report
("BRSR") which
includes performance against the nine principles of the
National Guidelines on Responsible Business Conduct and the
report under each principle which is divided into essential and
leadership indicators. BRSR Report is given as
Annexure-G to
this Report.

Insurance

All the insurable interests of your Company including
inventories, buildings, plant and machinery are adequately
insured against risk of fire and other risks.

The Company has in place Directors, Officers, Liability Insurance
(D&O) for all its Directors (including Independent Directors)and
members of the Senior Management Team for such quantum
and risks as determined by the Board in line with the
requirement of Regulation 25(10) of the Listing Regulations.

OtherDisclosures

Your Directors state that no disclosure or reporting is required
in respect of the following items, during the period under
review:

1) During the year under review, there were no material
changes and commitments which are affecting the
financial position of the Company which occurred between
the end of the financial year to which the financial
statements relate and the date of this Report.

2) During the year under review, there was no instance of
one-time settlement with Banks or FinancialInstitutions.

3) Voting rights which are not directly exercised by the
employees in respect of shares for the subscription/
purchase for which a loan was given by your Company (as
there is no scheme pursuant to which such persons can
beneficially hold shares as envisaged under section 67(3)©
of the Act).

4) During the year, no equity shares were issued with
differential rights as to dividend, votingor otherwise.

5) During the year under review, no shares (Including Sweat
Equity Shares) were issued to the employees of your
Company underany scheme.

6) During the year, there was no revision of financial
statements and Directors' Report of the Company.

Acknowledgements

The Board of Directors extends its heartfelt gratitude to the
customers, vendors, dealers, investors, business associates and
bankers for their unwavering support throughout the year.
Their continued trust and collaboration have played a
significant role in the Company's success.

The Board also acknowledges and appreciates the dedication
and contributions of the employees at all levels. Their
commitment, hard work, teamwork, and support have been
instrumental in overcoming challenges and achieving our goals.
We value their resilience and unwavering commitment to the
Company's growth.

We thank the Government of India, the State Governments and
the Governments in the countries where we have operations
and other regulatory authorities and government agencies for
theirsupportand lookforward to theircontinuedsupportin the
future.

The collective efforts and support of all stakeholders have been
crucial in driving the Company's progress, and the Board
acknowledges their invaluable contributions.

We look forward for bestowal of your continued support and
solidarity in future as we diligently strive to deliver enhanced
value forourstakeholders.

For, Gokul Agro Resources Limited
Kanubhai Thakkar

Date: August 10, 2023 Chairman & Managing Director

Place: Ahmedabad (DIN-00315616)


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