General information about company |
| Scrip code | 533212 |
| NSE Symbol | |
| MSEI Symbol | BSE |
| ISIN | INE265D01015 |
| Name of the entity | GKB Ophthalmics Limited |
| Date of start of financial year | 01-04-2024 |
| Date of end of financial year | 31-03-2025 |
| Reporting Quarter Type | Quarterly |
| Date of Quarter Ending | 31-12-2024 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes | |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes | |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No | The Company has not acquired any shares during the reporting quarter. |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | Yes | |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes | |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | g00316 |
| Reason For No SCORE ID | |
| Type of Submission | Original |
| Remarks (website dissemination) | |
| Remarks for Exchange (not for Website Dissemination) | |
I. Composition of Board of Directors |
| Sr | Whether special resolution passed?
[Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & reg. 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | NA | | 10-12-1981 | 11-08-2023 | | | 1 | 0 | 0 | 0 | | | |
| 2 | NA | | 24-07-1996 | 14-09-2023 | | | 1 | 0 | 1 | 0 | | | |
| 3 | NA | | 20-06-2023 | | | 19 | 3 | 3 | 2 | 3 | | | |
| 4 | NA | | 31-03-2015 | 01-04-2020 | | 117 | 1 | 1 | 1 | 1 | | | |
| 5 | NA | | 22-05-2024 | | | 8 | 1 | 1 | 1 | 0 | | | |
| 6 | NA | | 01-06-2024 | | | 7 | 2 | 2 | 2 | 0 | | | |
| 7 | NA | | 01-06-2024 | | | 7 | 1 | 0 | 1 | 0 | | | |
Annexure 1 |
Annexure 1 |
III. Meeting of Board of Directors |
| Disclosure of notes on meeting of board of directors explanatory | |
| Sr. No. | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present*
(All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 13-08-2024 | | | | Yes | 7 | 5 | 3 |
| 2 | 31-08-2024 | | 17 | | Yes | 7 | 5 | 3 |
| 3 | | 14-11-2024 | 74 | | Yes | 7 | 7 | 4 |
| 4 | | 28-12-2024 | 43 | | Yes | 7 | 6 | 4 |
Annexure 1 |
IV. Meeting of Committees |
| Disclosure of notes on meeting of committees explanatory | |
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 13-08-2024 | | | | Yes | 4 | 3 | 2 | 6 |
| 2 | Audit Committee | 31-08-2024 | 17 | | | Yes | 4 | 3 | 2 | 3 |
| 3 | Audit Committee | 14-11-2024 | 74 | | | Yes | 4 | 4 | 3 | 7 |
Annexure 1 |
V. Affirmations |
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015
a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | NA |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below: |
| Any Other Information for Disclosure of Imposition of Fine or Penalty | |
| Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1 | Employee Provident Fund Organisation(EPFO) | Demand Notice claiming interest and Damages of Rs. 1,75,660/- on delayed monthly provident Fund payments | 28-11-2024 | Delay in payment of Provident Fund for the period from December 2023 to March 2024 | No impact . The Company representative had a personal hearing with the PF Commissioner and conveyed our difficulties towards the said delay; thereafter payment has been deposited and the matter has been closed from both sides. |
| 2 | Goa Industrial Development Corporation | Notice for payment of house tax dues to clear the liability of Rs. 1,51, 364/- including past arrears | 27-11-2024 | Delay in payment of house tax dues | No impact . Paid upto 31-03-2025 |
Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below: |
| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute |
| 1 | Assistant commissioner of Commercial Tax | 20-03-2012 | Export sales considered as local taxable sales due to non-availability of documents | In FY 2011-12, the DRI authorities had seized the documents of the entity and during the same year VAT audit was conducted for FY 2008-09, by the sales tax department. During year 2008-09 there was export sales for which the sales tax commissioner asked for the original documents. Since the documents were seized by DRI, the entity was not able to produce the same to Sales Tax Commissioner. Thus, the sales tax commissioner has raised demand, by considering the export sales as Interstate sales and levied CST on the same.
Further, there were no updates on this case during the quarter.
|
| 2 | Customs, Excise and Service Tax Applellate Tribunal (CESTAT) | 12-04-2016 | Concessional Duty on DTA Sales not allowed (including interest and penalty). (Gross of deposit of Rs.44 Lakhs) | The position is as it is. |
| 3 | Commissioner of Income Tax ( Appeals) | 25-03-2016 | Mainly due to additions u/s. 14A made in scrutiny assessment | There was dividend income in AY 13-14 and 14-15. The department is contesting that the amount invested is out of borrowed funds and the interest expense on borrowed funds, which the entity has claimed as deduction, is partly disallowed by the department. However, the entity is contesting that the investment in subsidiary is made out of the shareholders fund and not from the borrowed funds.
-Further during the FY 22-23 entity received the order partly in favour of GKB Ophthalnmics limited by which demand has been reduced to 12.71 lakhs from 19.48 lakhs for AY 14-15. |
| 4 | Commissioner of Income Tax ( Appeals) | 07-04-2016 | Mainly due to additions u/s. 14A made in scrutiny assessment | There was dividend income in AY 13-14 and 14-15. The department is contesting that the amount invested is out of borrowed funds and the interest expense on borrowed funds, which the entity has claimed as deduction, is partly disallowed by the department. However, the entity is contesting that the investment in subsidiary is made out of the shareholders fund and not from the borrowed funds.
-Further during the FY 22-23 entity received the order partly in favour of GKB Ophthalnmics limited by which demand has been reducted to 12.71 lakhs from 19.48 lakhs for AY 14-15. |
| 5 | Additional Commisioner of Commercial Tax, Panaji | 31-05-2017 | Entry tax levied on purchases claimed as exempted (Gross of deposit of Rs.5 Lakhs) | Company is EOU unit, hence exempted for paying Entry tax on Imports. The commissioner had refused the entity's claim for the exemption.
As per the legal opinion, it was confirmed to us that the said liability should be set aside in appeal.Entity is awaiting for the hearing date. |
| 6 | Additional Commisioner of Commercial Tax, Panaji | 26-06-2020 | Non Submission of C-Form at the time of Assessment due to non receipt of C forms from the parties, but the same were submitted later | The demand raised is on account of non-production of Form 'C' in support of interstate sales. Management has submitted the respective forms before the Appellate Authority. As per opinion of legal consultant it was confirmed that the the liability should be set aside in appeal and there has been no developments in the case from previous year. |
| 7 | Securities and Exchange Board of India | 29-07-2022 | Violation of section clause 35 of the erstwhile equity Listing agreement ( effective till 30-Nov-2015 ) and Regulation 31(1) of the SEBI LODR 2015 | As per the order, GKB Ophthalmics Limited was filing wrong information in quarterly shareholding pattern, which has led to violation of Section clause 35 of the erstwhile equity Listing agreement ( effective till 30-Nov-2015 ) and Regulation 31(1) of the SEBI LODR 2015.
However there is condition in the order that the order will be applicable based on the hearing of SEBI vs Suzlon Energy Ltd, which is pending before Hon'ble Supreme Court
Hence from the order it is evident that it is a conditional order based on the judgement of hearing of SEBI vs Suzlon Energy Ltd and also based on the legal counsel opinion we have disclosed it in Contingent liability. |
| 8 | The Commissioner of Income Tax ( Appeals) | 20-09-2022 | Wrong additions made to income | Appeal filed towards Notice under Section 250 |
| 9 | The Commisioner ( Appeals) SGST | 28-08-2024 | Incorrect determination of tax liability | Appeal hearing is on February 10, 2025. |