BOARD'S REPORT
Dear Members,
Your Directors have pleasure in presenting the 34th Annual Report on
the business and operations of the Company and the Audited Accounts for the Financial Year
ended 31st March, 2025.
1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|
|
|
|
(Rs. in Lakh) |
Particulars |
Standalone |
Consolidated |
|
Year ended 31/03/2025 |
Year ended 31/03/2024 |
Year ended 31/03/2025 |
Year ended 31/03/2024 |
Sales & Other Income |
314.68 |
225.14 |
2283.49 |
2770.37 |
Expenditure |
290.72 |
738.94 |
2724.58 |
3201.01 |
Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
Profit Before Depreciation, Extraordinary Items and Tax |
24.03 |
(513.80) |
79.27 |
(322.11) |
Depreciation & Amortisation expense |
0.08 |
0.00 |
520.36 |
752.76 |
Extraordinary Items |
0.00 |
0.00 |
0.00 |
0.00 |
Current Tax/ Interest on Income Tax/ Deferred Tax/ Excess Provision of
Income Tax |
5.91 |
0.00 |
5.73 |
(42.60) |
Deferred Tax Assets/ Liabilities |
-0.32 |
0.06 |
(70.79) |
0.00 |
Net Profit/ (Loss) for the year |
18.36 |
(513.86) |
(376.03) |
(388.04) |
The Company has prepared the Standalone and Consolidated Financial Statements in
accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under
Section 133 of the Companies Act, 2013.
2. DIVIDEND:
Taking a conservative approach on account of current year's performance, the Board has
decided not to recommend any dividend for the F.Y. 2024-25.
3. SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 1,65,00,00,000/- divided into
16.50.00. 000 Equity Shares of Rs. 10/- each.
During the year under review, the members of the Company at their Extra-Ordinary
General Meeting held on 12/07/2024 approved increase in Authorized Share Capital from Rs.
81.00. 00.000/- (Rupees Eighty One Crore) divided into 8,10,00,000 (Eight Crores Ten Lakh)
Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 1,31,00,00,000/- (Rupees One Hundred
Thirty One Crore) divided into 13,10,00,000 (Thirteen Crores Ten Lakh) Equity Shares of
Rs. 10/- (Rupees Ten) each.
Subsequently, the members of the Company at their Extra-Ordinary General Meeting held
on 26/03/2025 approved increase in Authorized Share Capital from Rs. 1,31,00,00,000/-
(Rupees One Hundred Thirty One Crore), divided into 13,10,00,000 (Thirteen Crore Ten Lakh)
Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 1,65,00,00,000/- (Rupees One Hundred
Sixty Five Crores only) divided into 16,50,00,000 (Sixteen Crores Fifty Lakhs) Equity
Shares of Rs. 10/- (Rupees Ten) each.
During the year under review, the paid up share capital of the company increased from
Rs. 80,25,16,450/- divided into 8,02,51,645 Equity Shares of Rs. 10/- each to Rs.
1,28,40,26,320/- divided into 12,84,02,632 Equity Shares of Rs. 10/- on account of issue
and allotment of 4,81,50,987 Right Equity Shares at Rs. 10/- each.
4. PREFERENTIAL ISSUE OF SHARES:
The Board of Directors of the Company in its Board Meeting held on 20/02/2024 approved
issue of 23500000 Equity Shares on Preferential Basis to the following allottees. Further,
the Shareholders of the Company approved the same in their meeting held on 21/03/2024.
Subsequently, the Board of Directors in their meeting held on 01/04/2024, unanimously
decided to cancel the said preferential issue due to unwillingness of the proposed
allottees to subscribe to the issue at the predetermined price.
Sr. No. |
Name of Allottees |
Number of Shares to be Allotted |
Category |
1. |
DJ Infraspace LLP |
10000000 |
Non-Promoter |
2. |
Stockline Finserve LLP |
5950000 |
Non-Promoter |
3. |
Sahajanand Industries Limited |
3550000 |
Non-Promoter |
4. |
Shree Shyam Investments |
1500000 |
Non-Promoter |
5. |
Saurabh Agrawal |
850000 |
Non-Promoter |
6. |
Indrakumar Ghisulal Agrawal |
350000 |
Non-Promoter |
7. |
Shriyash Indrakumar Agrawal |
300000 |
Non-Promoter |
8. |
Shikha Indrakumar Agrawal |
300000 |
Non-Promoter |
9. |
Indrakumar Agrawal (HUF) |
300000 |
Non-Promoter |
10. |
Vrundesh Sanjay Agrawal |
200000 |
Non-Promoter |
11. |
Mangalsudha Vinimay Private Limited |
100000 |
Non-Promoter |
12. |
Sanjay Kailash Agrawal |
100000 |
Non-Promoter |
|
|
23500000 |
|
5. RIGHTS ISSUE OF SHARES:
The Board of Directors of the Company, in their meeting held on 10/06/2024, approved a
fundraise of up to Rs. 50 Crore through the issuance of equity shares by way of a Rights
Issue to eligible equity shareholders as of the Record Date. Following this, the Company
allotted 4,81,50,987 Right Equity Shares at a issue price of Rs. 10/- each on 26/12/2024
to the eligible shareholders as of the Record Date, i.e. 03/12/2024, in the ratio of 3
Rights Equity Shares for every 5 existing Equity Shares held.
The Issue was kept open for the Eligible Equity Shareholders from 12/12/2024 to
20/12/2024 and the basis of allotment was approved by BSE Limited (being the designated
Stock Exchange) on 26/12/2024. The Company subsequently received trading approval from BSE
Limited, w.e.f. 03/01/2025. There are no variation/ deviation between the projections and
actual utilization of the funds raised through Rights Issue by the Company during the year
2024-25.
6. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES:
The Board of Directors of the Company in their meeting held on 24/02/2025, approved
issue and allotment of 3,50,00,000 equity warrants convertible into equity shares to the
following non-promoters (public):
Sr. No. Name of Allottees |
Number of Shares Allotted |
Category |
1. Shanti Fuelpetro Chemtech Private Limited |
10000000 |
Non-Promoter |
2. JA Spaces LLP |
15000000 |
Non-Promoter |
3. Vansh Ravi Agrawal |
10000000 |
Non-Promoter |
Total |
35000000 |
|
The members of the Company in their Extra-Ordinary General Meeting held on 26/03/2025
approved issue of upto 35000000 warrants convertible into equity shares at an issue price
of Rs. 21.70/- each. Further, the Board of Directors in their meeting held on 26/05/2025
approved allotment of convertible warrants to the following upon receipt of upfront amount
per warrant (25% of issue price)
Sr. No. Name of Allottee |
No. of Warrants allotted |
Upfront Amount received per warrants (in
Rs.) (25% of Issue Price i.e. Rs. 21.70/-) |
Total consideration received against warrants (in Rs.) |
1. Vansh Ravi Agrawal |
1,00,00,000 |
5.425/- |
5,42,50,000 |
2. JA Spaces LLP |
1,50,00,000 |
5.425/- |
8,13,75,000 |
Further, the Board of Directors in their meeting held on 29/05/2025 took note that that
one of the proposed allottee of the preferential issue of convertible warrants i.e. Shanti
Fuelpetro Chemtech Private Limited who was offered 1,00,00,000 Convertible Warrants has
stated its intention not to subscribe to the issue. As a result, no allotment shall be
made to it, and the total proceeds from the issue have been revised accordingly.
The table below presents the comparison between the originally proposed and revised
fund allocation across the identified objects:
Sr. No. Object of the Issue |
Proposed Amount (Rs. In Crore) |
Revised Amount (Rs. In Crore) |
1. Funding working capital requirements/ oil drilling activities. |
35.00 |
35.00 |
2. Funding expenditure for proposed Solar/ Wind/ Hybrid Project(s). |
20.00 |
Omitted |
3. Purchase of Corporate House. |
15.00 |
15.00 |
4. Funding expenditure for General corporate purposes |
5.95 |
4.25 |
Total |
75.95 |
54.25 |
7. ALTERATION IN MAIN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION:
The Board of Directors in their meeting held on 07/02/2025 approved addition in the
main object clause of memorandum of association related to the setting up Solar, Wind, or
Hybrid Parks, and any other related projects that may be executed in the future, in
recognition to the immense potential in the business of energy and power generation,
subject to approval of members.
Further, the Board of Directors in their meeting held on 24/02/2025 approved
replacement of the existing object in the main object clause of memorandum of association
related to trading of chemicals, to further enable trading of polymeric chemical
compounds, subject to the approval of members.
Both the above alterations were approved by the members in their Extra-Ordinary general
meeting held on 26/03/2025.
8. RESERVES:
Reserves & Surplus at the end of the year stood at Rs. 3990.47 Lakhs as compared to
Rs. 3972.12 Lakhs at the beginning of the year.
9. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives were adopted
and were taken by the Company and its subsidiaries. There are no plans to import any kind
of technology for the project and hence information regarding its absorption is not
applicable. There was no research activities carried out during the year as well as no
foreign exchange income or outgo during the year.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company since the close of financial year i.e. since 31st March, 2025.
The Company is engaged in the business of Oil & Gas exploration.
12. STATE OF COMPANY AFFAIRS:
The state of your Company's affairs is given under the heading 'Financial
Summary/Highlights of performance of the Company.
13. SECRETARIAL STANDARDS:
The Company duly complies with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
14. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from
time to time, the Statutory Auditors have not reported any incident of fraud to the
Company during the year under review.
15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such orders have been passed by the Regulators/ Court or Tribunals which can impact
the going concern status and Company's operation in future.
16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
With a view to market the Company across the globe, your company has 1 Indian Wholly-
owned subsidiary and 3 Step-down international subsidiaries. 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 subsidiaries.
Pursuant to the scheme of Amalgamation between GNRL Oil & Gas (I) Private Limited
(Indian Wholly-owned subsidiary) and GNRL Oil & Gas Limited (Step-down international
subsidiary), the said matter is pending before the Honorable National Company Law Tribunal
(NCLT).
As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board's
Report has been prepared on standalone financial statements and a report on performance
and financial position of each of the subsidiaries included in the consolidated financial
statements is included in the financial statements in Form AOC - 1 and consolidated
performance and financial position given here in above.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the
Annual Report of the Company, containing therein its standalone and the consolidated
financial statements has been placed on the website of the Company, www.gnrl.in.
Shareholders interested in obtaining a copy of the audited annual accounts of the
subsidiary companies may write to the Company Secretary at the Company's registered
office.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule
8(1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of
the Financial Statements of your Company's subsidiaries in Form AOC-1 is attached as ANNEXURE-I.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:
During the year under review, the transactions entered by the Company, with the related
parties are at arm's length basis and in the ordinary course of business.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
19. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 12 (Twelve) Board meetings were held, with gap
between Meetings not exceeding the period prescribed under the Companies Act, 2013 and
Rules made thereunder. Details of Board and Board committee meetings held during the year
are given in the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papers
backed up by comprehensive notes and detailed background information are circulated well
in advance before the date of the meeting thereby enabling the Board to take informed
decisions.
20. EXTRACTS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 are placed on the website of the Company and is accessible at the web link:
https://gnrl.in/annual-returns/
21. RELATED PARTY TRANSACTIONS:
There were related party transactions entered by the Company, Directors, management, or
their relatives. Hence, disclosure in Form AOC-2 is provided as ANNEXURE -II.
All the contracts/arrangements/transactions entered into by the Company with the
related parties during the financial year 2024-25 were in the ordinary course of business
and on an arm's length basis as disclosed in the financial statements and were reviewed
and approved by the Audit Committee. The details of related party disclosure form a part
of the notes to the financial statements provided in the annual report.
In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details
of related party transactions as per the format specified in the relevant accounting
standards to the stock exchanges on a half-yearly basis.
22. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received requisite declarations from the Independent Directors of the
Company, confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 read with rules made thereunder and Regulation
16 of the SEBI Listing Regulations.
Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company's Code of Conduct.
Further, the Independent Directors have also submitted their declaration in compliance
with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors)
Rules,
2014, as amended from time to time, which mandated the inclusion of an Independent
Director's name in the data bank of Indian Institute of Corporate Affairs
("IICA") for a period of one year or five years or life time till they continues
to hold the office of an independent director.
23. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive
directors including Independent Directors who have extensive and diverse experience in
different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Hitesh Donga (DIN: 03393396), retires by
rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164
of the Act offers himself for re-appointment.
During the year under review, the Board of Directors approved reappointment of Mr.
Shalin Shah, Managing Director of the Company in their meeting held on 14/08/2024 for a
period of 5 years w.e.f. 22/01/2025 upto 21/01/2030 and approved payment of remuneration
for a period of 3 years w.e.f. 22/01/2025 upto 21/01/2028., subject to approval of
members. The same was approved by the members in their Annual General Meeting held on
27/09/2024.
Mr. Alpesh Swadas (DIN: 09512469), Independent Director of the Company resigned from
the office of director w.e.f. 22/03/2025, citing personal reasons. The Company had
received a confirmation from him that there are no material reasons for his resignation
other than the reasons provided by him.
Ms. Mansi Shah (DIN: 09512573), Independent Director of the Company resigned from the
office of director w.e.f. 22/03/2025, citing personal reasons. The Company had received a
confirmation from her that there are no material reasons for her resignation other than
the reasons provided by her.
The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013
and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, appointed Mr. Yash Bodade (DIN: 10669649) as Additional (Independent)
Directors of the Company w.e.f. 15/06/2024. His appointment was subsequently ratified by
the shareholders of the Company in their Extra-Ordinary General Meeting held on 12/07/2024
as Independent Director.
The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013
and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, appointed Mr. Paragkumar Raval (DIN: 10735752) as Additional
(Independent) Directors of the Company w.e.f. 24/05/2025, subject to members' approval.
The business of regularization of his appointment is being placed before the members at
the Annual General Meeting.
The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013
and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, appointed Mrs. Deepti Gavali (DIN: 10272798) as Additional
(Independent) Directors of the Company w.e.f. 24/05/2025, subject to members' approval.
The business of regularization of her appointment is being placed before the members at
the Annual General Meeting.
In the opinion of the Board, all the Independent Directors on the Board of the Company
are persons of integrity, expert and experienced (including the proficiency).
As required under Section 203 of the Companies Act, 2013, the Company has Mr. Shalin
Shah (Managing Director), Mr. Hiteshkumar Donga (Chief Financial Officer) and Ms. Barkha
Lakhani (Company Secretary & Compliance Officer) as Key Managerial Personnel of the
Company.
24. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board had
carried out performance evaluation of its own, the Board Committees and of the Independent
directors. Independent Directors at a separate meeting evaluated performance of the
Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
25. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining Qualifications, Positive Attributes and Independence
of a Director and also a Policy for remuneration of Directors, Key managerial Personnel
and senior management. The details of criteria laid down and the Remuneration Policy are
given in the Corporate Governance Report.
26. MANAGERIAL REMUNERATION:
The Company has paid Mr. Shalin Shah (Managing Director) Rs.18.00 Lakhs as managerial
remuneration during the year.
27. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met on 12/03/2025 during the year, review
details of which are given in the Corporate Governance Report.
28. COMMITTEES OF THE BOARD:
There are currently
Three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the "Report on Corporate Governance", a
part of this Annual Report.
29. AUDITORS:
A. Statutory Auditors
The Board of Directors of the Company, at their Meeting held on 30th August,
2022, on the recommendation of the Audit Committee, had reappointed M/s. GMCA & Co.,
Chartered Accountants (Firm Registration No.109850W) as the Statutory Auditors of the
Company, and recommended their appointment for a second term of 5 (five) years from the
conclusion of 31st Annual General Meeting (AGM) held in 2022 till the
conclusion of the 36th Annual General Meeting to be held in 2027.
The Members may note that consequent to the changes in the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide
notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013
read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules,
2014, the requirement of ratification of appointment of Auditors by the Members at every
AGM has been done away with. Therefore, the Company is not seeking any ratification of
reappointment of M/s. GMCA & Co., Chartered Accountants (Firm Reg. No. 109850W) as the
Auditors of the Company, by the Members at the ensuing AGM.
The Report given by the Auditors, M/s. GMCA & Co., on the financial statements of
the Company is a part of the Annual Report. The notes to the accounts referred to in the
Auditors' Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.
B. Secretarial Auditors
The Board at its meeting held on 14th August, 2024 had appointed Mr. Chintan
K. Patel, Practicing Company Secretary, Ahmedabad, to conduct the Secretarial Audit for
the F.Y. 2024-25. The Secretarial Audit Report in Form MR-3 for the financial year under
review, as received from Mr. Chintan K. Patel, Practicing Company Secretary is attached as
ANNEXURE- IV to the Board's Report. The observations of the Secretarial Auditor in
the Secretarial Audit Report are self-explanatory and therefore do not call for any
further comments.
Further, in terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Managerial Personnel) Rules, 2014, and Regulation 24A of the
Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations,
2015, the Board recommended appointment of Mr. Chintan K. Patel, Practicing Company
Secretary, Ahmedabad (having COP No. 11959 and Peer review No. 2175/2022) in their meeting
held on 12th July, 2025, as the Secretarial Auditor of the company for a term
of 5 (five) consecutive years from F.Y. 2025-26 till F.Y. 2029-30, to hold office from the
conclusion of this Annual General Meeting (AGM) till the conclusion of AGM to be held in
the year 2030. Accordingly, the resolution seeking approval for the appointment of
Secretarial Auditor by the members of the company is included in the Notice of the ensuing
Annual General Meeting.
30. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an internal financial Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are
operating effectively so as to ensure orderly and efficient conduct of business
operations. The Audit Committee formulates the scope, functioning, periodicity and
methodology for conducting the internal audit. The internal auditors carry out audit,
covering inter alia, monitoring and evaluating the efficiency & adequacy of internal
control systems in the Company, its compliance with operating systems, accounting
procedures and policies at all locations and submit their periodical internal audit
reports to the Audit Committee. Based on the internal audit report and review by the Audit
committee, process owners undertake necessary actions in their respective areas. The
internal auditors have expressed that the internal control system in the Company is robust
and effective. The Board has also put in place requisite legal compliance framework to
ensure compliance of all the applicable laws and that such systems are adequate and
operating effectively.
31. RISK MANAGEMENT:
Risk is an integral part of any business and therefore, Risk Management is an important
function that the business management has to perform to ensure sustainable business
growth. Company has implemented an integrated risk management approach through which it
reviews and assesses significant risks on a regular basis to help ensure that there is a
robust system of risk controls and mitigation in place. Senior management periodically
reviews this risk management framework to keep updated and address emerging challenges.
Major risks identified for the Company by the management are Compliances of various
applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation and
Technological Changes. The management is however, of the view that none of the above risks
may threaten the existence of the Company as robust Risk mitigation mechanism is put in
place to ensure that there is nil or minimum impact on the Company in case any of these
risks materialize.
32. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI
Listing Regulations, the Company has constituted a Whistle Blower Policy/Vigil Mechanism
to establish a vigil mechanism for the directors and employees to report genuine concerns
in such manner as may be prescribed and to report to the management instances of unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct.
33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has
assigned the responsibilities to Audit Committee.
The details of complaint pertaining to sexual harassment are provided as under:
Number of complaints of sexual harassment received in the year |
NIL |
Number of complaints disposed off during the year |
NIL |
Number of cases pending for more than ninety days |
NIL |
34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company affirms that it is in full compliance with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a
supportive and inclusive work environment, and ensures that all relevant policies and
practices are regularly reviewed and aligned with the applicable statutory requirements.
35. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company's shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. Board of Directors and the designated employees have confirmed
compliance with the Code.
The Company has adopted and amended its Code of Conduct for Prevention of Insider
Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India
(Prohibition of Insider Trading) (Amendment) Regulations, 2018.
36. ANNUAL PERFORMANCE EVALUATION:
The Board carries out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its committees. The
performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning etc. and 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 whole was evaluated, taking into
account the views of executive directors and non-executive directors.
The Board reviewed the performance of individual directors on the basis of criteria
laid by Nomination & Remuneration 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, the
performance of the board, its committees, and individual directors was also discussed. The
performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
37. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained by them,
your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year 31st
March, 2025 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules made
thereunder for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively, and
vi. The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
38. CORPORATE GOVERNANCE:
As required by the SEBI Listing Regulations, a detailed report on Corporate Governance
is given as a part of the Annual Report. The Company is in full compliance with the
requirements and disclosures that have to be made in this regard except for appointment of
at least one independent director on the board of directors of an unlisted material
subsidiaries i.e. (1) Heramec Oil & Gas (Singapore) Pte. Ltd. (2) GNRL Oil & Gas
Limited. Report on Corporate Governance is attached as ANNEXURE-V.
The Practicing Company Secretary's Certificate of the compliance with Corporate
Governance requirements by the Company is attached to the Report on Corporate Governance
as ANNEXURE-VI.
39. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming part
of the Annual Report.
40. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute Corporate Social Responsibility Committee or
spend on social responsibility pursuant to section 135 of the Companies Act, 2013.
41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report as required under SEBI Listing
Regulations is included in this Report as ANNEXURE-III. Certain statements in the
said report may be forward looking. Many factors may affect the actual results, which
could be different from what the Directors envisage in terms of the future performance and
outlook.
42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
Disclosures pertaining to remuneration and other details as required under Section 197
(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as ANNEXURE-VII.
43. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 513536 & security id: GNRL. The Company confirms that the annual listing fee to
the stock exchange for the financial year 2025-26 has been paid.
44. RECLASSIFICATION OF PROMOTER & PROMOTER GROUP:
The Company had received requests under Regulation 31A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 from following Persons falling under
Promoter and Promoter Group category seeking re-classification from 'Promoter and Promoter
Group' Category to 'Public' Category on 05/07/2024:
Sr. No. |
Name of Promoter seeking reclassification |
1 |
Malav Ajitbhai Mehta |
2 |
Jayshreeben Ajitbhai Mehta |
3 |
Advanced Energy Resources & Management Private Limited |
4 |
Infinium Motors (Gujarat) Private Limited |
5 |
O3 Developers Private Limited |
6 |
Tiw Systems Private Limited |
The Board approved reclassification in their Board Meeting held on 10/07/2024. The
Company has made application to BSE Limited for the same on 17/07/2024. The Company
received the approval letter dated 24/12/2024 for Reclassification from the stock exchange
i.e. BSE Limited.
45. RELATED PARTY DISCLOSURE:
Related Party disclosure under regulation 34(3) read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is as under:
Sr. No. |
Disclosure of loans/advances/investments/Outstanding during the
year |
As at 31st March, 2025 |
Maximum amount during the year |
1 |
Loans and advances in the nature of loans to subsidiary |
102,80,35,846/- |
102,80,35,846/- |
2 |
Loans and advances in the nature of loans to associate |
Nil |
Nil |
3 |
Loans and advances in the nature of loans to firms/companies in which
directors are interested |
Nil |
Nil |
Further, transactions if any of the Company with any person or entity belonging to the
promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are
given in the notes to the Financial Statements.
46. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC):
During the year under review, no Corporate Insolvency Resolution Process/ proceedings
were initiated by/against the company under Insolvency and Bankruptcy Code, 2016.
47. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF:
The disclosure is not applicable as the Company has not undertaken any one-time
settlement with the banks or financial institutions during the year.
48. INSURANCE:
All the Properties of the Company are adequately insured.
49. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered/executed by the parties as mentioned under clause 5A of
paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect/impact the
Management or Control of the Company or impose any restriction or create any liability
upon the Company.
50. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the generous
commitment, dedication, hard work and significant contribution made by employees at all
levels in ensuring growth of the Company. Your Directors also sincerely thank to all the
stakeholders, customers, vendors, bankers, business associates, government, other
statutory bodies and look forward to their continued assistance, co-operation and support.
Place: Ahmedabad |
For and on behalf of the Board |
Date: 12th July, 2025 |
|
|
Sd/- |
|
Ashok C. Shah |
|
Chairman & Director |
|
DIN: 02467830 |