Gayatri Tissue & Papers Ltd.
|BSE: 512479||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE661K01010|
|BSE 05:30 | 01 Jan||Gayatri Tissue & Papers Ltd|
|NSE 05:30 | 01 Jan||Gayatri Tissue & Papers Ltd|
|BSE: 512479||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE661K01010|
|BSE 05:30 | 01 Jan||Gayatri Tissue & Papers Ltd|
|NSE 05:30 | 01 Jan||Gayatri Tissue & Papers Ltd|
Your Directors have pleasure in presenting the 31st Annual Report together with AuditedStatements of Accounts for the year ended 31st March 2017.
Your Directors are happy to report the operational results of the Company for the yearended 31st March 2017 the details of which are as under: Rs. In Lakhs
Review of Operations:
The performance of the Company is in line with the past and achieving the turnover ofRs 415.00 Lahks in FY 2016-2017 registered a growth of 16% in sales. The net profits aftertaxes are also increased to Rs 16.77 lakhs in FY 2016-2017 as against Rs 13.69 Lakhs inthe previous financial year. The is having order book of Rs. 1789 Laks as at 31st March2017 and the company is exploring opportunities to increase the order book.
Events Subsequent to the date of Financial Statements:
There were no changes in the nature of business of the company during the financialyear ending 31st March 2017
The Company proposes to retain profits of the current year for company's future plansand developments. Hence your directors have not recommended dividend for the FinancialYear 2016-2017.
Board Meetings :
During the financial year 2016-2017 the Board met Five times on 30.05.201613.08.2016 14.11.2016 18.01.2017 and 14.02.2017. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013
Directors and Key Managerial Personnel :
During the year under review Shri. V.L. Moorthy resigned from the Board of Directorsof the Company and Shri. J. N. Karamchetti appointed as Independent director of theCompany.
Declaration from Independent Directors on Annual Basis:
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).
Composition of the Audit Committee:
Meetings held and attended:
During the year under review Shri. V.L. Moorthy resigned from the Audit Committee ofBoard of Directors of the Company and Shri. J. N. Karamchetti appointed as Chairman andmember of the Committee.
Composition of the Nomination and Remuneration Committee:
During the year under review Shri. V.L. Moorthy resigned from the Nomination andRemuneration Committee of Board of Directors of the Company and Shri. J. N. Karamchettiappointed as Chairman and member of the Committee.
Remuneration policy of the company has been disclosed as Annexure - I
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.gtpltd.co.in under investors/Policies link..
Director's Responsibility Statement:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report in Annexure- II
The Auditors M/s. VAS & Co Chartered Accountants retire at the ensuing AnnualGeneral Meeting. M/ s. N G RAO & Associates Chartered Accountants are being appointedfor a period of five years from the conclusion of this Annual General Meeting [AGM] tillthe conclusion of 36th AGM. Your Board of Directors have recommended the appointment ofM/s. N G RAO & Associates Chartered Accountants based on the recommendation of theAudit Committee to the members for their approval at the forthcoming Annual generalmeeting for a term of five years till the conclusion of the 36th AGM.
Secretarial audit report as provided by Mr. Y. Koteswara Rao Practising CompanySecretary is annexed to this Report as Annexure- III
Qualifications in Audit Reports:
Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made:
(a) by the Statutory Auditor in their report;
As there are no any qualifications in the Auditors Report there are no comments by theBoard of Directors.
(b) by the company secretary in practice in his secretarial audit report;
As there are no qualifications in the Secretarial Audit Report there are no commentsby the Board of Directors.
Conservation of energy Technology Absorption and Foreign Exchange Earnings and Outgo:
Details regarding Energy Conservation Technology Absorption Foreign Exchange Earningsand outgo as required by Section 134 of the Companies Act 2013 are detailed as below:
Energy conservation: Adequate measures are taken for energy conservation andoptimum utilisation of energy.
Technology Absorption: Not Applicable
Foreign Exchange earnings and outgo: Not Applicable
Details relating to Deposits:
Company has not accepted any deposits during the year under review.
Internal Financial Controls
The internal financial controls with reference to the Financial Statements for the yearended 31 March 2017 commensurate with the size and nature of business of the Company.
Particulars of loans guarantees or investments:
The Company has not given any loans Guarantee or Provide Security to any other bodycorporate or person or acquired securities within the meaning of Section 186 of theCompanies Act 2013.
Risk Management Policy:
The Company has been addressing various risks impacting the Company and developed riskpolicy and procedures to inform Board members about the risk assessment and minimizationprocedures.
Related Party Transactions:
Particulars of Contracts or Arrangements with Related parties referred to in Section188(1) in Form AOC-2 as Annexure - IV
Management Discussion and Analysis:
Management Discussion and Analysis Report which forms part of this report is annexed as
Annexure - V
Ratio of Remuneration to Each Director:
The Company has not paid remuneration to any of the directors of the Company for thefinancial year 2016-17
Listing of Securities:
The company's shares are listed with the Bombay Stock Exchange and the Company hascomplied with all rules regulations and guidelines of the Stock Exchange.
Evaluation by Board:
The Board has carried out the annual performance evaluation of its own performance theDirectors individually (excluding the director being evaluated) as well as the evaluationof the working of its Committees. A structured questionnaire was prepared after takinginto consideration various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees to fulfill its responsibilities executionand performance of specific duties etc. The Board decided that the performance ofindividual directors its own performance and working of the committees is excellent.
Corporate Governance and Shareholders Information :
The compliance of provisions Corporate Governance are not applicable to the Companyneither the paid up capital nor the Net worth of the company has met the threshold limitsprescribed under regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Significant and materail orders passed by the regulators or courts :
There are no significant & material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.
Employees are our vital and most valuable assets. We have created a favorable workenvironment that encourages innovation and creativity. The Industrial Relations continuedto be peaceful during the year.
Your Directors wish to express their grateful appreciation for the cooperation andsupport received from the Government Banks vendors customers consultants auditorsstaff and others who have been assisting your Company in the various facets of itsoperations.
For and on behalf of the Board
ANNEXURE - I
NOMINATION REMUNERATION AND EVALUATION POLICY
Pursuant to Section 178 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors of every listed Companyshall constitute the Nomination and Remuneration Committee. The Company alreadyconstituted Remuneration Committee. In order to align with the provisions of the CompaniesAct 2013 and the amended Listing Agreement from time to time the Board on 29th May 2014changed the nomenclature of the "Remuneration Committee" as "Nomination andRemuneration Committee".
This Committee and the Policy is formulated in compliance with Section 178 of theCompanies Act 2013 read along with the applicable rules thereto and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The Key Objectives of the Committee would be:
a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.
b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation.
c) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
? "Board" means Board of Directors of the Company.
? "Company" means "Gayatri Tissue and Papers Limited."
? "Employees' Stock Option" means the option given to the directors officersor employees of a company or of its holding company or subsidiary company or companies ifany which gives such Directors officers or employees the benefit or right to purchaseor to subscribe for the shares of the company at a future date at a pre-determined price.
? "Independent Director" means a director referred to in Section 149 (6) ofthe Companies Act 2013.
? "Key Managerial Personnel" (KMP) means
(i) Chief Executive Officer or the Managing Director or the Manager (ii) CompanySecretary (iii) Whole-time Director (iv) Chief Financial Officer and (v) Such otherofficer as may be prescribed.
? "Nomination and Remuneration Committee" shall mean a Committee of Board ofDirectors of the Company constituted in accordance with the provisions of Section 178 ofthe Companies Act 2013 and the Listing Agreement.
? "Policy or This Policy" means "Nomination Remuneration &Evaluation Policy."
? "Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.
? "Senior Management" means personnel of the Company who are members of itscore management team excluding Board of Directors. This would include all members ofmanagement one level below the executive directors including all the functional heads.
Terms that have not been defined in this Policy shall have the same meaning assigned tothem in the Companies Act 2013 Listing Agreement and/or any other SEBI Regulation(s) asamended from time to time.
V. GUIDING PRINCIPLES
The Policy ensures that
? The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully.
? Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and
? Remuneration to Directors Key Managerial Personnel and Senior Management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.
VI. ROLE OF THE COMMITTEE
The role of the Committee inter alia will be the following:
? To formulate a criteria for determining qualifications positive attributes andindependence of a Director.
? Formulate criteria for evaluation of Independent Directors and the Board.
? Identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down in this policy.
? To carry out evaluation of every Director's performance.
? To recommend to the Board the appointment and removal of Directors and SeniorManagement.
? To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.
? Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.
? To devise a policy on Board diversity.
? To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.
? To perform such other functions as may be necessary or appropriate for theperformance of its duties.
? The Committee shall comprise at least three (3) Directors all of whom shall benon-executive Directors and at least half shall be Independent.
? The Board shall reconstitute the Committee as and when required to comply with theprovisions of the Companies Act 2013 and applicable statutory requirement.
? Minimum two (2) members shall constitute a quorum for the Committee meeting.
? Membership of the Committee shall be disclosed in the Annual Report.
? Term of the Committee shall be continued unless terminated by the Board of Directors.
? Chairman of the Committee shall be an Independent Director.
? Chairperson of the Company may be appointed as a member of the Committee but shallnot Chair the Committee.
? In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.
? Chairman of the Nomination and Remuneration Committee could be present at the AnnualGeneral Meeting or may nominate some other member to answer the shareholders' queries.
IX. FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at such regular intervals as may berequired.
X. COMMITTEE MEMBERS' INTERESTS
? A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.
? The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.
? Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.
? In the case of equality of votes the Chairman of the meeting will have a castingvote.
XII. APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT
? Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as ManagingDirector/Whole-time Director/Manager who has attained the age of seventy years. Providedthat the term of the person holding this position may be extended beyond the age ofseventy years with the approval of shareholders by passing a special resolution based onthe explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.
? Term / Tenure:
1. Managing Director/Whole-time Director/Manager (Managerial Person):
The Company shall appoint or re-appoint any person as its Managerial Person for a termnot exceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.
2. Independent Director:
- An Independent Director shall hold office for a term up to five consecutive years onthe Board An Independent Director shall hold office for a term up to five consecutiveyears on the Board of the Company and will be eligible for reappointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sreport.
- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on 1stOctober 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he / she shall be eligible for appointment for one more term of 5 years only.
- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company.
- The Committee shall carry out evaluation of performance of every Director KMP andSenior Management at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management subject to the provisions and compliance of the said Act rules andregulations.
The Director KMP and Senior Management shall retire as per the applicable provisionsof the Companies Act 2013 and the prevailing policy of the Company. The Board will havethe discretion to retain the Director KMP Senior Management in the same position /remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
XIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON KMP AND SENIOR
1. The remuneration / compensation / commission etc. to Managerial Person KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
2. The remuneration and commission to be paid to Managerial Person shall be as per thestatutory provisions of the Companies Act 2013 and the rules made thereunder for thetime being in force.
3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Person. Increments will be effective from the dateof reappointment in respect of Managerial Person and 1st April in respect of otheremployees of the Company.
4. Where any insurance is taken by the Company on behalf of its Managerial Person KMPand any other employees for indemnifying them against any liability the premium paid onsuch insurance shall not be treated as part of the remuneration payable to any suchpersonnel. Provided that if such person is proved to be guilty the premium paid on suchinsurance shall be treated as part of the remuneration.
? Remuneration to Managerial Person KMP and Senior Management:
1. Fixed pay:
Managerial Person KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies Act 2013 and the rules madethereunder for the time being in force. The break-up of the pay scale and quantum ofperquisites including employer's contribution to P.F pension scheme medical expensesclub fees etc. shall be decided and approved by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.
2. Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managerial Person in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the prior approval of the Central Government.
3. Provisions for excess remuneration:
If any Managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
? Remuneration to Non-Executive / Independent Director:
1. Remuneration / Commission:
The remuneration / commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made thereunder for the time being in force.
2. Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof.
Provided that the amount of such fees shall not exceed the maximum amount as providedin the Companies Act 2013 per meeting of the Board or Committee or such amount as may beprescribed by the Central Government from time to time.
3. Limit of Remuneration /Commission:
Remuneration /Commission may be paid within the monetary limit approved byshareholders subject to the limit not exceeding 1% of the net profits of the Companycomputed as per the applicable provisions of the Companies Act 2013.
4. Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
XIV. MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be minuted and signed by the Chairman of the saidmeeting or the Chairman of the next succeeding meeting. Minutes of the Committee meetingwill be tabled at the subsequent Board and Committee meeting.
XV. DEVIATIONS FROM THIS POLICY
Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.