Gopala Polyplast Limited
The Directors submit this 33rd Annual Report together with the Audited Accounts for theyear ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS
The performance of the Company during the year under review is summarized in thefollowing statement:
| || ||(Rs. in Lacs) |
|Particular ||31.03.2017 ||31.03.2016 |
|Revenue from operations ||31404.78 ||30874.22 |
|PROFIT/(LOSS) BEFORE INTEREST & FINANCE CHARGES DEPRECIATION AND TAX ||1608.53 ||1566.93 |
|Interest & Financial Charges ||958.61 ||907.12 |
|Depreciation ||581.14 ||610.74 |
|PROFIT/(LOSS) BEFORE EXCEPTIONAL & EXTRA ORDINARY ITEMS & TAX ||68.78 ||49.07 |
|Extra Ordinary Items. : Profit/(Loss) on sale of fixed assets/investment ||64.68 ||0.35 |
|PROFIT/(LOSS) BEFORE TAX ||133.46 ||49.42 |
|Provision for Taxation (including deferred tax) ||19.12 ||17.80 |
|PROFIT/(LOSS) FOR THE YEAR ||114.34 ||31.62 |
|Basic and Diluted earning per share of Rs.10/- each ||1.29 ||0.36 |
2. FINANCIAL PERFORMANCE
Revenue from operations during the year under 2016-17 increased by Rs.530.56 lacs(1.71%) and operating profit before interest depreciation and tax (excluding extraordinary items) increased by Rs.41.60 lacs (2.65%) as compared to previous year 2015-16.The Company expects better performance during the year 2017-18 with expecting increase indemand for PP bags from Cement Sector which is expecting to perform better due toGovernment's focus on initiating policy that would ensure time-bound creation of worldclass infrastructure in the country.
3. MATERIAL CHANGES DURING THE YEAR UNDER REVIEW
As you are aware that at the Extra ordinary General Meeting held on 25th March 2017 aSpecial Resolution was passed approving issue of 1500000 warrants on preferentialallotment basis to the investors - non promoters (Public Category) convertible into1500000 Equity shares of Rs.10/- (Rupees Ten only) each fully paid up at a price whichshall not be lower than the price determined in accordance with provision of Chapter VIIof the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009. BSE Limited(BSE') has given its in-principle approval for the issue and allotment of 1500000warrants convertible into Equity shares of Rs.10/- each at a price not less than Rs. 60/-per share (including a premium of Rs. 50/- per equity share) on preferential basis videits letter No. DCS/PREF/SD/PRE/1758/2016-17 dated March 15 2017. The Company has alreadyallotted 1500000 convertible warrants against 25% of the subscription money as per theterms of issue. This will improve leverage ratio and overall financial position of theCompany.
The Board of Directors recommends dividend Rs.0.01 on the Cumulative RedeemablePreference Share of the Company for the year under review. 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 Shares for theyear 2016-17.
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 March312017 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 312017 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. Jugalkishore Khetawat Non-executive Non Independent Director resigned from theBoard of Directors effective from 8th August 2016.
Mr. Manoj Somani retires by rotation and being eligible has offered himself forre-appointment.
During the year none of the non-executive director of the Company had any pecuniaryrelationship or transaction with the Company.
8. MEETINGS OF THE BOARD
During the year six meetings of the Board of Directors were held. The details of themeetings and the attendance of the Directors are provided in the Corporate GovernanceReport.
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 Broad terms of reference of the Nomination and Remuneration Committee andRemuneration Policy as regards directors' appointment and remuneration and other mattersas per Section 178 (3) of the Act are given in the Corporate Governance Report whichforms part of this report.
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 Detail pertaining to composition of audit committee its scope and attendance ofmembers are included in the Corporate Governance Report which forms part of this report.
The Companies Act 2013 ("the Act") was notified effective April 12014Section 139 of the Act lays down the criteria for appointment and mandatory rotation ofstatutory auditors. Pursuant to section 139 of the Act and the Rules made thereunder itis mandatory to rotate the statutory auditors on completion of two term of fiveconsecutive years. The Rules also lay down the transitional period that can be served bythe existing auditors depending on the number of consecutive years for which an audit firmhas been functioning as auditor in the same company. The incumbent auditor M/s. V.K.Moondra & Co.( Firm registration number : 106563W) has served the Company for over 10years before the Act was notified and will be completing the maximum number oftransitional period (three year) at the ensuing 33rd AGM.
The Audit committee of the company has proposed and the Board has recommended on 10thAugust 2017 the appointment of M/s. Ashok Dhariwal & Co. Chartered Accountants (FirmRegistration No. 100648W) as the statutory auditor of the company. M/s. Ashok Dhariwal& Co will hold office for a period of five consecutive years from the conclusion ofthe 33rd Annual General Meeting of the Company till the conclusion of the 38th AnnualGeneral Meeting to be held in the calendar year 2022. The first year of audit of thefinancial statement will be for the year ending March 312018 subject to ratification oftheir appointment at every Annual General Meeting if so required under the Act.
The Company has received a certificate from M/s. Ashok Dhariwal & Co. to the effectthat their appointment if made shall be in compliance with the provisions of Section 139and 141 of the Companies Act 2013. Accordingly the Board recommends appointment of M/s.Ashok Dhariwal & Co. Chartered Accountants as the statutory auditors of the Companyin place of M/s. V.K Moondra & Co. Chartered Accountants to hold office from theconclusion of 33rd AGM until the conclusion of the 38th AGM of your Company. Necessaryresolution seeking approval of the members for appointment of new statutory auditors hasbeen incorporated in the Notice convening the 33rd Annual General Meeting.
14. DIRECTORS' RESPONSE TO AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
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.
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 in the course ofthe performance of their duties as Auditor for which they have reason to believe that anoffence involving fraud has been committed against the Company by officers or employees ofthe Company. As such there is nothing to report by the Board as required under Section134 (3) (ca) of the Companies Act 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 2017 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 ||6.44 |
|Mr. Manoj Somani - Managing Director ||10.45 |
|Mr. Manish Somani - Executive Director ||9.01 |
b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
|Name of the Director /Key Managerial Personnel ||Percentage increase in 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 ||25.63% |
|Ms. Anal Desai - Company Secretary ||0.00 |
c. The percentage increase in the median remuneration of employees in the financialyear : 10.83%
d. The number of permanent employees on the roll of Company : 375
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.
Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year was 10.88% as against nil percentileincrease in the managerial 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
The Corporate Governance Report as per Regulation 34(3) and Schedule V(c) of the SEBI(Listing Obligations and Disclosure Requirements) 2015 forms part of the Annual Report.The Company is in full compliance with all the mandatory requirements of CorporateGovernance as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation(2) of Regulation 46 and para C D and E of Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
23. CERTIFICATE ON CORPORATE GOVERNANCE AND CEO/CFO CERTIFICATION
The Report on corporate governance as stipulated under the Listing Regulations forms anintegral part of this Report. The requisite certificate from the Auditor of the Companyconfirming compliance with the conditions of corporate governance is attached to thereport on Corporate Governance.
As required by regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 certificate duly signed by CEO and CFO of the company isappended as an annexure to the corporate governance report.
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-3 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 (Listing Obligations and DisclosureRequirements) Regulation 2015.
26. DISCLOSURE REQUIREMENT
Details of the familiarization programme 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 (Listing Obligations and Disclosure Requirements) Regulations 2015. TheWhistle Blower Policy is available on the website of the company(www.gopalapolyplast.com).
There has been no complaint received on Sexual Harassment during the year under review.
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.
During the year the Company received deposit of Rs.1356.64 lacs from director andrepaid them Rs.1356.69 lacs from time to time. The outstanding of deposit from thedirectors was Rs.342.40 lacs (Including Interest to be paid of Rs. 9.63 Lacs) as on31/03/2017 which is exempt under Rule 2(c)(viii) of the Companies (Acceptance ofDeposits) Rules 2014.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy
Under modernisation and expansion programme undertaken the Company has overhauled itsmajor old machinery by installing new machinery which is consuming 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 of technology.
Research and Development: Specific areas in which R&D was carried out by the Company
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 ||2016-17 ||2015-16 |
|a. Foreign Exchange earnings ||532.62 ||576.62 |
|b. CIF Value of imports || || |
|Raw Material (including purchase on high seas basis) ||2515.18 ||1198.44 |
|Capital Goods ||- ||- |
|c. Expenditure in foreign currency ||29.74 ||18.19 |
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's operations infuture.
30. LISTING AGREEMENT
The company has entered into Listing Agreement with BSE Ltd. in compliance with SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015.
The Directors wish to convey thanks to the Company's employees customers vendorsbankers various Central and State authorities for their co-operation and look forward totheir continued support for the years to come.
| ||For and on behalf of the Board of Directors |
| ||Gopala Polyplast Limited |
|Date : 10th August 2017 ||Mahendra Somani |
|Place : Santej ||Chairman |
| ||DIN :00360950 |