The Directors takes pleasure in presenting the 7th Annual Report on thebusiness and operations of the company together with the Audited Financial Statements forthe financial year ended on 31st March 2017.
1) FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|Financial Results || ||(Rupees in Lacs) |
|Particulars ||Year ended 31-03-2017 ||Year ended 31-03-2016 |
|Total Revenue ||6160.50 ||2169.26 |
|Profit (Loss) before tax ||85.26 ||19.37 |
|Less: Tax Expenses || || |
|Current Tax ||(22.64) ||(4.20) |
|MAT Credit || ||- |
|Deferred Tax ||(4.07) ||(1.91) |
|Net Profit (Loss) After tax ||58.55 ||13.26 |
The company has booked profit of Rs. 58.55 lacs which is increased by 341.55% ascompared to last year beacause of the effect of merger of Gala Products Limited into GalaPrint City Limited.
The EPS was recorded at 0.41 which was higher compared to that of last year.
3) SHARE CAPITAL
At present the Company has only one class of share Equity shares of par value Rs. 10each. The authorized share capital of the company is Rs. 265000000/- divided into26500000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs.147565000 /- divided into 14756500 equity shares of Rs. 10 each.
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
In view of Conserving Resources your Directors do not recommend any Dividend on equityshares for the year ended 31st March 2017.
The Board proposes to transfer current year profit of Rs. 58.55 Lacs to General ReserveA/C for the Financial Year ended on 31st March 2017.
The Company has not accepted any deposits within the meaning of Section 73 of thecompanies Act 2013 and under the Companies (Acceptance of Deposit) Rules 2014 during theyear under review.
7) FUTURE OUTLOOK
The company look forward to diversify its product base and emphasizing focus on paperwaste being the major raw material required by paper manufacturers.
8) ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
In accordance with the provisions of Clause (m) of Sub Section (3) of Section 134 theCompanies Act 2013 read with Companies (Accounts) Rules 2014 the relevant informationpertaining to conservation of energy technology absorption foreign exchange earnings andoutgo is given in ANNEXURE - 1 and forms part of this report.
9) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
With reference to company application no. 372/2016 and company petition no.525/2016 ofGujarat High Court and T.P. No.39/NCLT/AHM/2017 Hon'ble National Company Law TribunalAhmedabad Bench has passed final Order on 17.05.2017 approving scheme of Amalgamation ofGala Products Limited with Gala Print City Limited with effective date from 01.04.2016.
As a result all assets and liabilities of Transferee Company i.e. Gala Products Limitedwill be transferred to Gala Print City Limited and shareholders of Gala Products Limitedshall be allotted 2 shares of Gala Print City Limited against 1 share held in GalaProducts Limited. The company has initiated the process to comply with the said Order.
There were no such other material changes occurred subsequent to the close of thefinancial year of the Company to which the balance sheet relates and the date of thereport which can affect the financial position of the Company.
10) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company's operation in future.
11) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence detailsrelating to Subsidiary/Joint Ventures/Associate Companies are not provided for.
12) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
13) EXTRACTS OF ANNUAL RETURN
An extract of Annual Return in Form MGT_9 is attached herewith.(ANNEXURE-2)
14) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required. The Board has formulated Policy on Related Party Transactions.
15) DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide experience in differentdisciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr.Anuj Shah (DIN:07349001) retires by rotation atthe ensuing Annual General Meeting does not offers himself for reappointment.
There were no other changes in the constitution of Board of Directors during the year.
Remuneration to Key Managerial Personnel Senior Management and other employees willinvolve a balance between fixed and incentive pay reflecting short and long termperformance objectives of the employees in line with the working of the Company and itsgoals.
The brief particular of all directors for which approval of member for theirappointment or reappointment is sought is furnished with the notice.
16) EVALUATION OF BOARD COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Listing Regulation and Companies Act 2013 the Boardhad carried out performance evaluation of its own the Board Committees and of theIndependent directors. Independent Directors at a separate meeting evaluated performanceof the Non-Independent Directors Board as a whole and of the Chairman of the Board. Themanner in which the evaluation has been carried out has been detailed in the CorporateGovernance Report.
17) POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for Determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of irectors Key managerial Personnel andsenior management. The details of criteria laid down and the Remuneration Policy are givenin the Corporate Governance Report.
18) VIGIL MECHANISM AND WHISTLE BLOWER POLICY
In accordance with Section 177 of the Companies Act 2013 and Listing Regulation theCompany has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigilmechanism for the directors and employees to report genuine concerns in such manner as maybe prescribed and to report to the management instances of unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct.
The detail of the Whistle Blower Policy is explained in the Corporate GovernanceReport.
19) MANAGERIAL REMUNERATION
Details of remuneration paid / payable to the Directors for Financial Year 2016-2017 isdisclosed in Extracts to Annual Return i.e. Annexure 2 of the Board's Report
The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report as Annexure -3.
20) INDEPENDENT DIRECTORS' MEETING
Independent Directors of the Company had met during the year under the view details ofwhich are given in the Corporate Governance Report.
21) COMMITTEES OF THE BOARD
During the year in accordance with the Companies Act 2013 the Board has notre-constituted its Committees.
There are currently four Committees of the Board as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition and meetings held during theyear are provided in the "Report on Corporate Governance" a part of this AnnualReport.
A. STATUTORY AUDITORS
M/s. PP Shah & Co. Chartered Accountants Ahmedabad who hold office until theconclusion of the ensuing Annual General Meeting are recommended for re-appointment toaudit the accounts of the Company for the financial year 2017-2018. The Company hasobtained a written confirmation under section 139 of the Companies Act 2013 from M/s. PPShah & Co. that their appointment if made would be in conformity with the limitsspecified under the said section. You are requested to appoint the Auditors and fix theirremuneration.
The notes to the accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments.
M/s. PP Shah & Co. Chartered Accountants Ahmedabad (FRN:131378W) were appointed asStatutory Auditors of your Company at the previous Annual General Meeting held on 30thSeptember 2016 for a term expiring on upcoming annual general meeting. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be done by Members at ensuing Annual General Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s.PP Shah & Co Chartered Accountants Ahmedabad that their appointmentif made would be in conformity with the limits specified under the Act.
It is proposed to confirm the appointment M/s. PP Shah & Co Chartered AccountantsAhmedabad to audit the accounts of the Company for the financial year 2017-2018.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. SachinThakkar & Associates Practicing Company Secretaries Ahmedabad to undertake theSecretarial Audit of the Company for the financial year 2016-17. The Secretarial AuditReport is annexed herewith as Annexure 4.
There is no qualification reservation or adverse remark in the report.
C. INTERNAL AUDITOR
Pursuant to section 138of the Companies Act 2013 read with rule 13 of the Companies(Accounts) Rules 2014 the company has appointed M/s N. P. Patwa and Co.Charteredaccountants as internal auditor of the company for the financial year 2016-17 toundertake internal financial control and audit of the company.
23) INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Audit Committee formulates the scope functioning periodicity andmethodology for conducting the internal audit. The committee carry out audit coveringinter alia monitoring and evaluating the efficiency & adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies at all locations and submit their periodical internal audit reports to the AuditCommittee. Based on the audit report and review by the Audit committee process ownersundertake necessary actions in their respective areas. The board have expressed that theinternal control system in the Company is robust and effective. The Board has also put inplace requisite legal compliance framework to ensure compliance of all the applicable lawsand that such systems are adequate and operating effectively.
24) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Readressal) Act 2013 ('Act') and Rules made thereunder your Companyhas assigned the responsibilities to Audit Committee. During the year no complaint withallegations of sexual harassment was filed with the Company.
25) PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
26) CORPORATE GOVERNANCE
As required by the existing Regulation 34 (3) of the Listing Regulation a detailedreport on Corporate Governance is given as a part of the Annual Report. The Company is infull compliance with the requirements and disclosures that have to be made in this regard.The Auditors' Certificate of the compliance with Corporate Governance requirements by theCompany is attached to the Report on Corporate Governance. Report on Corporate Governanceis given elsewhere in this Annual Report.
27) CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions ofCorporate Governance as stipulated Listing Regulation is appended to the report onCorporate Governance.
28) GENERAL SHAREHOLDER INFORMATION
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
29) DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 Your Directors state that
(a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31-03-2017 and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors take this opportunity to express their gratitude for the co-operationand support from its customers vendors bankers and business associates and look forwardto their continued support.
The Directors are also grateful to the shareholders for the confidence reposed in theCompany. Your Directors also wish to place on record their sincere appreciation of thevaluable contribution and efforts made by all the employees to achieve in these tryingtimes.
|Place :Ahmedabad || |
|Date :12.06.2017 || |
| ||For and on behalf of the Board |
| ||Sd/- |
| ||(Vishal M. Gala) |
| ||Chairman |