In accordance with the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the relevant Rules framed thereunder, it is proposed to appoint M/s. B S R and Co, Chartered Accountants (Firm Registration No.: 128510W), as Statutory Auditor of the Company for a term of five consecutive th th years at the ensuing 50 AGM till the conclusion of 55 AGM, in place of retiring Auditors M/s. Suresh Surana & Associates LLP, Mumbai, Chartered Accountants, a member firm of RSM International.
Notes to Financial Statements (Standalone and Consolidated) forming part of Audited Financial Statements for FY 2025-26 are self- explanatory and need no further explanation. The Auditors’ Reports on Audited Financial Statements (Standalone and Consolidated) does not contain any Modified Opinions.
As per Section 148 of the Companies Act, 2013 (as amended) read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. K G Goyal & Associates, Cost Accountants, Jaipur, Rajasthan (Firm Registration No: 000024) as the Cost Auditor of the Company for the FY 2026-27 at a remuneration of ₹ 1,10,000/- (Rupees One Lakh and Ten Thousand only) p.a. plus out of pocket expenses and statutory levies.
M/s. K G Goyal & Associates, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm’s length relationship with the Company.
The remuneration payable to the Cost Auditor is required to be placed before the Shareholders in General Meeting for ratification. Accordingly, a resolution seeking Shareholders’ ratification for the remuneration payable to M/s. K G th
Goyal & Associates, forms part of the Notice of 50 AGM, forming part of this Annual Report.
In terms of provisions of Section 204 of the Act and Regulation 24A of SEBI Listing Regulations, CS J. J. Gandhi, of M/s J.J. Gandhi
Co., Practicing Company Secretaries, Vadodara, having Firm Registration Number S1996GJ018900, were appointed as Secretarial Auditors of the Company, for a term of five consecutive years i.e. from FY 2025-26 to FY 2029-30.
M/s J.J. Gandhi & Co. have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.
The Secretarial Audit Report in Form MR-3 in respect of Secretarial Audit work carried out by him for the FY 2025- 26 is enclosed at Annexure – E, forming part of this Report. The said Report does not contain any qualification, reservation or adverse remark.
As per Regulation 43A of the SEBI Listing Regulations, Dividend Distribution Policy of the Company inter-alia, setout the various parameters and circumstances that are to be taken into account while determining the distribution of Dividend to the Shareholders and / or retaining profits by the Company. The said Policy is enclosed at Annexure – F, forming part of this Report and the same is also available on the Company’s website at web link https://www.gnfc.in/wp-content/uploads/2024/08/2-Dividend-Distribution-Policy.pdf.
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