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Gayatri Tissue & Papers Ltd.

BSE: 512479 Sector: Infrastructure
NSE: N.A. ISIN Code: INE661K01010
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Gayatri Tissue & Papers Ltd. (GAYATRITISSUE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 30th Annual Report togetherwith Audited Statements of Accounts for the year ended 31st March 2016.

Financial Results:

Your Directors are happy to report the operational results of the Company for the yearended 31st March 2016 the details of which are as under: Rs. In Lakhs

Particulars 2015-2016 2014-2015
Gross Income 359.32 388.80
Profit Before Interest and Depreciation 19.87 30.25
Finance Charges
Gross Profit 19.87 30.25
Provision for Depreciation
Net Profit Before Tax 19.87 30.25
Provision for Tax 6.18 10.07
Net Profit After Tax 13.69 20.19
Profit brought forward 183.49 163.30
Profit available for appropriation 197.18 183.49
Appropriations:
Transferred to General Reserve
Surplus carried to Balance Sheet 197.18 183.49

Review of Operations:

The performance of the Company is in line with the past and achieving the turnover ofRs 359.32 Lakhs in FY 2015-2016 as against Rs 388.80 Lakhs in the previous year. The netprofits after taxes are at Rs 13.69 Lakhs in FY 2015-2016 as against Rs 20.19 Lakhs in theprevious financial year.

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 2016

Dividend:

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 2015-2016.

Board Meetings :

During the financial year 2015-2016 the Board met four times on 30.05.201514.08.2015 14.11.2015 and 13.02.2016

Directors and Key Managerial Personnel :

During the year under review there is no change in the Directors and Key ManagerialPersonnel.

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:

S.No. Members of the Audit committee Designation
1 Dr. V.L. Moorthy Chairman
2 Shri. Mallikarjuna Uppara Member
3 Smt. T. Indira Subbarami Reddy Member

Composition of the Nomination and Remuneration Committee:

S.No. Members of the Nomination & Remuneration Committee Designation
1 Dr. V.L. Moorthy Chairman
2 Shri. Mallikarjuna Uppara Member
3 Smt. T. Indira Subbarami Reddy Member

Remuneration policy of the company has been disclosed as Annexure - I

Vigil Mechanism:

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

Auditors:

The Auditors M/s. VAS & Co. Chartered Accountants Secunderabad retire at theensuing Annual General Meeting and being eligible offer themselves for reappointment fora period of 1 year from the conclusion of this Annual General Meeting till the conclusionof next Annual General Meeting.

Secretarial Audit:

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: Energyconservation: Adequate measures are taken for energy conservation and optimumutilisation 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 31st March 2016 commensurate with the size and nature of business of theCompany.

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

Ratio of Remuneration to Each Director:

The Company has not paid remuneration to any of the directors of the Company for thefinancial year 2015-16

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.

Industrial Relations:

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.

Acknowledgments:

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
Sd/- Sd/-
(T. INDIRA SUBBARAMI REDDY) (P. MARUTHI BABU)
Chairperson Executive Director
DIN: 00009906 DIN: 00016650
Sd/-
Place : Hyderabad (DINESH VEMULA)
Date : 13.08.2016 Company Secretary