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Gopala Polyplast Ltd.

BSE: 526717 Sector: Industrials
NSE: N.A. ISIN Code: INE136C01036
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OPEN 94.00
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VOLUME 21559
52-Week high 108.00
52-Week low 24.60
P/E 53.85
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 94.00
CLOSE 98.40
VOLUME 21559
52-Week high 108.00
52-Week low 24.60
P/E 53.85
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gopala Polyplast Ltd. (GOPALAPOLYPLAST) - Director Report

Company director report

To

The Members

Gopala Polyplast Limited

Dear Members

The Directors submit this 32nd Annual Report together with the Audited Accounts for theyear ended 31st March 2016.

1. FINANCIAL RESULTS

The performance of the Company during the year under review is summarized in thefollowing statement:

(Rs. in Lacs)
Particular 31.03.2016 31.03.2015
Revenue from operations 30874.22 28601.60
GROSS PROFIT/(LOSS) BEFORE INTEREST & FINANCE CHARGES DEPRECIATION AND TAX 1566.93 929.28
Interest & Financial Charges 907.12 797.08
Depreciation 610.74 567.15
PROFIT / (LOSS) BEFORE EXCEPTIONAL & EXTRA ORDINARY ITEMS & TAX 49.07 (434.95)
Extra Ordinary Item 8. : Profit / (Loss) on sale of fixed assets / investment 0.35 (21.92)
PROFIT / (LOSS) BEFORE TAX 49.42 (456.87)
Provision for Taxation (including deferred tax) 17.80 13.99
PROFIT / (LOSS) FOR THE YEAR 31.62 (470.86)

2. STATE OF AFFAIRS OF THE COMPANY

The performance of the Company during the year under review improved reasonably welldue to less volatility in the price of its key raw materials as compared to the same inthe previous year 2014-15. Revenue from operations during the year under review increasedby Rs.2272.62 lacs and profit before interest depreciation and tax increased by Rs.659.81lacs as compared to previous year. Despite increase both in finance cost by Rs.110.04 andprovision for depreciation by Rs.43.69 lacs the profitability of the Company during theperiod under review improved by Rs.502.48 lacs and the Company earned net profit ofRs.31.62 lacs as against net loss of Rs.470.86 lacs in the previous year.

During the year under review the company had established two new products viz. ReverseLaminated BOPP Bag and Block Bottom Bag in the Market and impact of these two new productshad reflected in improved performance of the company. The Company had got registered withDGS & D of Government of India and got the rate contract from DGS&D for Supply offood grain bags to Government agency.

The Company expects better performance during the year 2016-17 with expected fullutilization of its capacity for the manufacture of AD Star and BOPP bags.

3. MATERIAL CHANGES DURING THE YEAR UNDER REVIEW

No material changes and commitments have occurred during the year and between the endof financial year under review and the date of this report of the Board of Directorswhich affects the financial position of the Company.

4. DIVIDEND

The Board of Directors recommends dividend Re. 0.01 per Cumulative RedeemablePreference Share of the Company for the year under review and also cumulative dividend prorata for the year 2013-14 and for the year 2014-15. The dividend will be paid whendeclared by the shareholders in accordance with the law. However with a view toconserving resources your directors do not recommend dividend on Equity Share Capital forthe year under review.

5. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the General Reserveor to any other reserve.

6. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sec. 134 (5) of the Companies Act 2013 the Directors confirm:

i) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

ii) that such accounting policies as mentioned in Note 1 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2016 and of the profit of the Company for theyear ended on that date;

iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) that the annual financial statements have been prepared on a going concern basis.

v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajkumar Poddar Independent Director resigned effective from 9th May2015. Ms. Nirali Patel was categorised as an Independent Director under Section 149 (4) ofthe Companies Act 2013 at the meeting of the Board of Directors held on 31stJuly 2015 subject to approval by the Company in General Meeting.

Pursuant to provision of Section 149 and other applicable provisions of the CompaniesAct 2013 Ms. Nirali Patel (DIN: 01354974) was appointed as Independent Directors at theAnnual General Meeting of the Company held on 30th September 2015. The terms andconditions of appointment of Independent Directors are as per Schedule IV of the Act. Shehas submitted a declaration to the Board that she has met the criteria of independence asprovided under Section 149(6) of the Companies Act 2013 and under then Clause 49 of theListing Agreement. Mr. Jugalkishore Khetawat resigned from the Board of Directorseffective from 8th August 2016 Mr. Manish Somani retires by rotation and being eligiblehas offered himself for re-appointment.

The term of Mr. Mahendra Somani as a Whole-time Director expires on 30th September2016. The Board has reappointed him for a further period of five years effective from 1stOctober 2016 subject to approval by the members at the ensuing Annual General Meeting bypassing a Special Resolution since he has already attained the age of 70 years.

During the year none of the non-executive director of the Company had no pecuniaryrelationship or transaction with the Company.

8. MEETINGS OF THE BOARD

During the year under review 7 (Seven) Board Meetings were held on 25/05/201531/07/2015 05/10/2015 31/10/2015 09/11/2015 05/02/2016 and 26/03/2016.

The maximum time gap between two consecutive meetings of Board did not exceed the limitprescribed under the Companies Act 2013.

The Agenda papers along with agenda notes were circulated well in advance to theMembers of the Board for their review and to facilitate them to take informed decisionsif any.

9. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors based on inputs from the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings. Also the Chairman was alsoevaluated on the key aspects of his role.

In the separate meeting of independent directors performance of non independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated. The same was discussed in the Board meeting that followed the meeting of theindependent directors at which the performance of the Board its committee and individualdirector was also discussed.

10. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act is as under.

The Broad terms of reference of the Nomination and Remuneration Committee are asfollows:

• To identify person who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and to recommendthe Board their appointment and / or removal. v To carry out evaluation of everydirector’s performance.

• To recommend to the Board a policy relating to remuneration for theCompany’s senior management including its Key Managerial Person and Board ofDirectors.

• To recommend remuneration of the Managing Director(s) and Whole-time Directors.

• To carry out other functions 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.

Remuneration Policy:

The remuneration of Managing Director / Executive Director / Whole-time Director / KeyManagerial Personnel is proposed by the Committee and subsequently approved by the Boardof Directors and further by the shareholders if required. Executive remuneration isevaluated annually against performance and a benchmark of other companies in the samefield which in size and complexity are similar to the Company. In determining packages ofremuneration the Committee may consult with the Chairman / Managing Director asappropriate. Total remuneration shall be comprised as follows:

• A fixed base salary set at a level aimed at attracting and retaining executiveswith professional and personal competences required to drive the Company’sperformance.

• Annual increment based on the performance appraisal by the Chairman / ManagingDirector / Committee and can under normal circumstances not exceed 25% of the fixed basesalary.

• Provident Fund contributions made in accordance with applicable laws andemployment agreements.

• Gratuity payment shall be in accordance with applicable laws and employmentagreements.

• Severance payments in accordance with termination clauses in employmentagreements. Severance payments shall comply with local legal framework.

11. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature &size of business of the Company.

12. AUDIT COMMITTEE

The Audit Committee was lastly reconstituted on 25/05/2015 comprising of twonon-executive independent directors and one of them is Executive directors. The members ofthe Committee are Mr. Malay Dalal non-executive independent director as a Chairman Mr.Balkrishna Mittle non-executive independent director and Mr. Manoj Somani ManagingDirector. Mr. Malay Dalal Chartered Accountant has good financial and accountingknowledge.

13. AUDITORS

At the 30th Annual General Meeting held on 30th September 2014 M/s. V. K. Moondra& Co. Chartered Accountants were appointed as statutory auditors of the Company tohold office till the conclusion of the 33rd Annual General Meeting. In terms of the firstproviso of Section 139 of the Companies Act 2013 the appointment of Auditor shall beplaced for ratification at every Annual General Meeting. Accordingly the appointment ofM/s. V. K. Moondra & Co. Chartered Accountants as statutory auditors of the Companyis placed for ratification by the members. In this regard the company has received acertificate from the Auditors to the effect that if they are reappointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.

14. DIRECTORS’ RESPONSE TO AUDITOR’S REPORT AND SECRETARIAL AUDITOR’SREPORT

The auditor’s report and secretarial auditor’s report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial audit is givenas an annexure which forms part of this report.

Further during the year in the course of the performance of their duties as Auditorno fraud was reported by them for which they have reason to believe that an offenceinvolving fraud has been committed against the Company by officers or employees of theCompany.

Report on Frauds if any:

During the year under review no incidence of any fraud has occurred in the Company.Neither the Audit Committee of the Board nor the Board of the Company had received anyreport involving any fraud from the Statutory Auditors of the Company. As such there isnothing to report by the Board as required under Section 134 (3) (ca) of the CompaniesAct 2013.

15. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The Committee is responsible forreviewing the risk management plan and ensuring its effectiveness. Major risks identifiedare systematically addressed through mitigating actions on a continuing basis.

16. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT

During the year under review the Company has not granted any Loans guarantees orprovided securities in excess of the limits prescribed under Section 186(2) of theCompanies Act 2013 and has not made any investment through more than two layers ofinvestment Companies.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 in Form AOC-2 is annexed hereto in Annexure– I and forms part of this report.

18. CORPORATE SOCIAL RESPONSIBILITY

The CSR Policy is not applicable to our company.

19. SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES

There were no companies which have become or ceased to be subsidiary joint ventures orassociate companies

20. EXTRACT OF ANNUAL RETURN

An extract of Annual Return of the Company as on 31st March 2016 as required underSection 92(3) of the Companies Act 2013 read with Rule 12(1) of the Companies (Managementand Administration) Rules 2014 in Form MGT-9 is annexed hereto in Annexure – II andforms part of this report.

21. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and also the Statement containingparticulars of employees as required under Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 is provided hereunder.

a. The ratio of remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of the Director Ratio to the median remuneration
Mr. Mahendra Somani – Whole time Director 5.93
Mr. Manoj Somani – Managing Director 9.63
Mr. Manish Somani – Executive Director 8.31

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Name of the Director Ratio to the median remuneration
Mr. Mahendra Somani – Whole time Director 0.00
Mr. Manoj Somani – Managing Director 0.00
Mr. Manish Somani – Executive Director 0.00
Mr. Krunal Shah - CFO 20.52%
Ms. Anal Desai – Company Secretary 0.00

c. The percentage increase in the median remuneration of employees in the financialyear : 10.25%

d. The number of permanent employees on the roll of Company : 249

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration Averagepercentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year was 11.14% as against nil percentile increase in themanagerial remuneration

f. Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms that the remuneration is as per remuneration policy of the Company

22. REPORT ON CORPORATE GOVERNANCE

Your company is under exemption of compliance of Regulation 17 18 19 20 2122 2324 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C Dand E of Schedule V of the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015. Pursuant to regulation 34(3) read with Schedule V (C) of the SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 therefore Report onCorporate Governance is not applicable.

23. CERTIFICATE ON CORPORATE GOVERNANCE AND CEO / CFO CERTIFICATION

Since your company is under exemption of compliance of Regulation 17 18 19 202122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46and para C D and E of Schedule V of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015. Pursuant to regulation 34(3) read with Schedule V (C) ofthe SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 theprovision regarding certification of Corporate Governance is not applicable.

As required by regulation 17(8) of SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the CEO and CFO certification as specified in Part B ofSchedule II is not applicable.

24. REPORT ON MANAGEMNET DISCUSSION & ANALYSIS

A detailed Management Discussion and Analysis as required under regulation 34(3) readwith Schedule V (B) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given in Annexure III which forms part of this Board Report.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Regulation 25 of SEBI (LODR) Regulation 2015.

26. DISCLOSURE REQUIREMENT

Details of the familiarization programmed of the independent directors are available onthe website of the company (www.gopalapolyplast.com).

Policy of dealing with related party transactions is available on the website of theCompany (www.gopalapolyplast.com).

The Company as formulated a Whistle Blower Policy to provide Vigil Mechanism foremployees including directors of the Company to report genuine concerns. The provisions ofthis policy are in line with the provisions of Section 177(9) of the Act and Regulation 22of the SEBI (LODR) Regulations 2015. The Whistle Blower Policy is available on the websiteof the company (www.gopalapolyplast.com).

There has been no complaint received on Sexual Harassment during the year under review.

27. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act2013 and as such no amount on account of principal or interest on such deposits wasoutstanding as on the date of the balance sheet.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Under modernisation and expansion programme undertake during last two years theCompany has overhauled its major old machinery by installing new machinery which isconsuming less power.

Technology absorption adaption and innovation

The company continues to use the latest technologies for improving the productivity andquality of its products. The Company’s operations do not require import oftechnology.

Research and Development: Specific areas in which R&D was carried out by theCompany No R & D was carried out by the Company in specific areas.

Expenditure in R&D : Rs. Nil

Foreign Exchange earnings and outgo

(Rs. in lacs)
Foreign Exchange used and earned 2015-16 2014-15
a. Foreign Exchange earnings 576.62 321.10
b. CIF Value of imports
Raw Material (including purchase on high seas basis) 1198.44 753.56
Capital Goods - 884.51
c. Expenditure in foreign currency 18.19 15.06

29. SIGNIFICANT AND MATERIAL REGULATORY ORDERS

There are no orders issued by any regulatory authorities or courts or tribunals infavour/against the Company impacting the going concern status and Company’soperations in future.

30. LISTING AGREEMENT

The company has entered into Listing Agreement with BSE Ltd. in compliance with SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015.

31. ACKNOWLEDGEMENT

The Directors wish to convey thanks to the Company’s employees customersvendors bankers various Central and State authorities for their co-operation and lookforward to their continued support for the years to come.

For and on behalf of the Board of Directors
Date : 13th August 2016 Mahendra Somani
Place : Santej Chairman
DIN : 00360950

ANNEXURES TO BOARD’S REPORT

ANNEXURE – I FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/ arrangements entered into by theCompany with related parties referred to in Sub – Section (1) of Section 188 of theCompanies Act 2013 including certain arm’s length transaction under third provisothereto

1. Details of contracts or arrangements or transactions not at arm’s length basis

Sr. No. Name(s) of the re- lated party and na- ture of relation- ship Nature of contracts/ arrange- ments/ transac- tions Duration of the contracts/ arrange- ments/ transac- tions Salient terms of the contracts / arrange- ments / transactions including the value if any Justification for entering into such contracts / arrange- ments / transac- tions Date(s) of ap- proval by the Board Amount paid as advanc- es if any Date on which the special resolution was passed in the general meet- ing as re- quired under first provison to Section 188
Not applicable

2. Details of contracts or arrangements or transactions at arm’s length basis

Sr. No. Name(s) of the related party and nature of rela- tionship Nature of contracts / arrange- ments / transactions Duration of the contracts / arrange- ments / transactions Salient terms of the contracts/ arrange- ments/ transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
1 Everplus Plastics Private Limited Purchase of master batch. Transactions are on an ongoing basis Aggregate Value of transaction. Board approval is not required as transactions are in ordinary course of business at arm’s length basis. However as an abundant caution the approval of the Board was obtained from time to time. Nil
Nature of relationship However no specific contracts as transactions are ongoing basis. Purchases – Rs.579.89 lacs
Mr. Mahendra Somani Mr. Manoj Somani and Mr. Manish Somani Directors of the Company are together holding 4.35% shares in the said Company Sales – Rs.6.80 lacs

 

For and on behalf of the Board of Directors
Date : 13th August 2016 Mahendra Somani
Place : Santej Chairman
DIN : 00360950

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITHTHE COMPANY'S CODE OF CONDUCT

As required by Regulation 34(3) read with Para D of Schedule V to the SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 We hereby declare that theCompany has adopted a Code of Conduct and Ethics for all Board Members and SeniorManagement of the Company.

We further declare that the Company has in respect of the financial year ended 31March 2016 received from all the Board Members and Senior Management Personnel of theCompany an affirmation of compliance with the Code as applicable to them.

For and on behalf of the Board of Directors
Date : 13th August 2016 Manoj Somani
Place : Santej Managing Director
DIN : 00119021

'Annexure A' To The Members Gopala Polyplast Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required I have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations is the responsibility of management. My examination was limited to theverification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the company.

Nikunj Raval
Place: Ahmedabad Practising Company Secretary
Date: 13th August 2016 M.No. FCS 4730 CP No. 2333