Your Directors have pleasure in presenting before you the Twenty Second Annual Reportof the Company together with the Audited Financial Statements for the year ended March312017.
The highlights of the financial of your company are as under:
(Rs. In Lacs)
|PARTICULARS ||31.03.2017 ||31.03.2016 |
|Income ||225.33 ||158.40 |
|Total Expenses ||44.31 ||67.91 |
|Profit before depreciation ||181.02 ||90.48 |
|Depreciation ||27.70 ||27.19 |
|Profit / (loss) before Tax ||153.32 ||63.29 |
|Tax Expense ||0.68 ||0.00 |
|Profit / (loss)After Tax ||152.64 ||63.29 |
COURSE OF BUSINESS AND OUTLOOK:
The company had improved its profitability from 63.29 lacs to 152.64 lacs . There wasno material change or commitment affecting the financial position of the Company betweenthe end of the financial year of the Company and the date of the report other than thosedisclosed in the Financial Statements. Further the board is planning to have furtherconstructions on the land available with the company and to put in use for self purposesor to let the same to others as may be decided by the board from time to time.
The Directors do not recommend any dividend for the financial year ended 31st March2017.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.
TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the General Reserve during theyear.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the saidfinancial year.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees and made any investments as coveredunder the provisions of section 186 of the Companies Act 2013 during the said financialyear.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Gothi Plascon (India) Limited has an adequate system of internal control in place whichhas been designed to provide a reasonable assurance with regard to maintaining of properaccounting controls monitoring of operations protecting assets from unauthorized use orlosses compliance with regulations and for ensuring reliability of financial reportingDIRECTORS / KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors of the Company and other details related tothe board is furnished in the Corporate Governance Report annexed to this report As"ANNEXURE II ". During the year Mr.K Desikan has resigned from the directorshipof the company and Mrs. Megha Somani has been appointed as the Company secretary of thecompany.
Mr. Parasmal Gothi director is liable to retire by rotation at the ensuing AGM and iseligible for reappointment.
The information on the particulars of Directors eligible for re- appointment has beenprovided in the notes to the notice convening the Annual General Meeting.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirement Regulations) to the extent applicable theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The Directors held separate discussions with each of the Directors of theCompany and obtained their feedback on overall Board effectiveness as well as each of theother Directors.
A separate meeting of the independent directors was convened which reviewed theperformance of the Board (as a whole) the non-independent directors and the Chairman.Post the separate meeting of the Independent Directors collective feedback of each of theIndependent Directors was discussed by the Chairman of the said meeting.
As per Section 177 of the Companies Act 2013 your company had established the vigilmechanism and the same is available in the company's website
AUDITORS AND AUDITORS' REPORT:
As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. ACHA & Associates Co. (Firm RegistrationNo.07810S) Chartered Accountants Chennai as the Statutory Auditors of the Companyexpires at the conclusion of the ensuing Annual General Meeting of the Company.
The Board of Directors of the Company at their meeting held on 10/05/2017on therecommendation of the Audit Committee have made its recommendation for appointment ofM/s.Yeswant Chopra & Co Chartered Accountants (ICAI Registration No- 010542S) as theStatutory Auditors of the Company by the Members at the Annual General Meeting of theCompany for an initial term of 5 years. Accordingly a resolution proposing appointmentof M/s Yeswant Chopra & Co Chartered Accountants as the Statutory Auditors of theCompany for a term of five consecutive years i.e. from the conclusion of this AnnualGeneral Meeting till the conclusion of 27TH Annual General Meeting of the Company pursuantto Section 139 of the Companies Act 2013 forms part of the Notice of the Annual GeneralMeeting of the Company. The Company has received their written consent and a certificatethat they satisfy the criteria provided under Section 141 of the Act and that theappointment if made shall be in accordance with the applicable provisions of the Act andrules framed there under. There has been no qualification reservation or adverse remarkor disclaimer in their Report. During the year under review the Auditors had not reportedany matter under Section 143 (12) of the Act therefore no detail is required to bedisclosed under Section 134 (3)(ca) of the Act.
SECRETARIAL AUDIT REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. N.K Bhansali Practicing Company Secretary (Membership No: FCS 3942) toundertake the Secretarial Audit of the Company for the financial year 2016-17. TheSecretarial Audit report is annexed as Annexure- IV to this report.
There has been no qualification reservation or adverse remark or disclaimer in theirReport.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-VI to this-report.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 and Section 197 readwith Rule 12 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company are being annexed as part of the AnnualReport as Annexure-VII to this report.
RISK MANAGEMENT POLICY:
Your Company has an effective Risk Management Policy. The management continuouslyoversees the risk management process including identification impact assessment anddrawing mitigation plans. The details of risks perceived by the Management are annexed aspart of the Management Discussion and Analysis Report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDEXPENDITURE:
The company's income is mainly from rentals the information on conservation ofenergy technology absorption does not arise and there was no foreign Exchange earningsand outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule8 ofthe Companies (Accounts) Rules2014 during the year.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134 clause (C) of sub-section (3) of the Companies Act 2013 theDirectors would like to state that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
(ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.
. (iii) The directors have 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.
(iv) The directors have prepared the annual accounts on a going concern basis.
(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively
Employee relations throughout the company were harmonious. The board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing thecompany's vision and strategy to deliver another record performance.
RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the company withPromoters Directors Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large.
Your Company has been complying with the principles of good Corporate Governancepractices over the years. A report on Corporate Governance is annexed as Annexure-II
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As required under SEBI (Listing Obligations and Disclosure Requirements Regulations)Regulations 2015 the Management Discussion and Analysis Report is annexed here with andform apart of this Annual Report - "Annexure
Your directors wish to place on record their appreciation for the continuous supportreceived from the members customers suppliers various statutory bodies of theGovernment of India and the company's employees at all levels.
| ||For and on behalf of the Board |
| ||sd/- |
|PLACE: Chennai || |
|DATE: 10/05/2017 ||SANJAY GOTHI |
| ||(DIN 00600357) |
| ||MANAGING DIRECTOR |