To The Members
Your Directors have pleasure in presenting their 24rd Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.
1. Financial highlights/Performance of the Company(Standalone)
(Rs. in Lacs)
|Particulars ||For the year ended 31.03.2017 ||For the year ended 31.03.2016 |
|Total Revenue ||1634.50 ||1188.31 |
|Total Expense ||2159.65 ||1777.89 |
|Profit/(Loss) before Extraordinary Items ||(525.16) ||237.85 |
|Less: Current Tax ||NILL ||NILL |
|Add : MAT Credit of Current Year ||NILL ||NILL |
|Add : MAT Credit of Earlier Year ||NILL ||NILL |
|Add: Earlier Years Tax & Deferred Tax ||NILL ||NILL |
|Profit / (Loss) for the Year ||(525.16) ||237.85 |
Due to heavy Loss incurred in the current year by the Company your directors regrettheir inability to recommend any dividend on the Equity Share Capital.
In view of the loss incurred in the current year your Board of Directors do notappropriate any amount to be transferred to General Reserves during the year under review.
The Company has adequately covered all assets against all risks.
5. Corporate Social Responsibility
Due to Loss incurred by the Company in current year your directors regret theirinability to recommend any amount for Corporate Social Responsibility.
6. Brief description of the Company's working during the year/State of Company'saffair
During the year under review your Company recorded total income of Rs. 16.35 Croreagainst Rs. 11.88 Crores in the previous year. The net loss during the year under reviewwas placed as Rs. 5.25 Crore as compared to profit of Rs. 2.38 Crore in the previous year.
7. Statement for Improvement/Depressed Results:
The management's discussion and analysis report as required under corporategovernance forming part of this report is a reflection of the current state of business.It also deals with the opportunities and threats faced by your company.
As honorable members aware that member had given their consent to carry on thebusiness of real estate to sale transfer and/ or dispose off company's all or anyundertaking and/or properties including the plant and machinery(S) Utilities Otherrelated Equipments its spare parts and the Land &Building full and/ or partial asboard may decide.
8. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements.
Review the adequacy and effectiveness of the Company's system and internal controls.Review and discuss with the Management the Company's major financial risk exposures andsteps taken by the Management to monitor and control such exposure.
9. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company do not have any Subsidiary or Joint Venture or Associate Company.
During the year Company has not accepted any deposits within the meaning of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
11. Statutory Auditors
M/s. J. T. Shah & Co. Chartered Accountants of Ahmedabad (Firm Registration No.109616W) Chartered Accountants who are the statutory auditors of the Company holdoffice till the conclusion of the AGM and are not eligible for re-appointment. Pursuant tothe provisions of section 139 of the Companies Act 2013 and the Rules framed there underit is proposed to appoint M/s. Samir M. Shah & Associates Chartered AccountantAhmedabad (Firm Registration number 122377W as statutory auditors of the Company from theconclusion of the this AGM till the conclusion of the 29th AGM to be held in the year2022. (subject to ratification of their appointment by the members at every interveningannual general meeting held after this annual general meeting) on such remuneration as maybe agreed upon by the Audit committee/ Board of Directors in consultation with theAuditors."
12. Explanation to the qualification in Auditors' Report
The Directors submit their explanation to the qualifications made by the Auditors intheir report for the year 2016-17. The relevant Para nos. of the report and reply are asunder :
4(i) Account has been prepared as going concern basis since company has started newactivity of land development as approved by members of the company.
7(b) The delay in the payment of Wealth tax of Rs. 5 lacs was due to demerger since itwas based on Combined wealth of company prior to demerger. Now after the demerger thecompany shall file revised wealth tax return in consultation with Auditors and pay wealthtax accordingly. Further there is delay in depositing unpaid / unclaimed dividend intoInvestor Education and Protection fund of Rs 2.85 lacs due to freezing of unpaid dividendbank account by government authorities. There is also delay in payment of Tax deducted atsource since it pertains to the prior periods of Demerger and professional Tax Rs. 96030.The Company is arranging to make the payment of the same.
8. The accumulated losses are more than 50% of net worth of the Company. The Companyshall take appropriate actions in consultation with the experts.
9. There has been delay in repayment of principal to Financial Institution (JMFinancial Asset Reconstruction Company Pvt. Ltd.) and interest due to delay in sale ofMachinery. The said Financial Institution has restructured the loan.
13. Significant and material orders passed by the regulators or courts
Members' attention is drawn to the statement on contingent liabilities commitments inthe notes forming part of the Financial statement.
14. Particulars of Employee
There are no employees employed by the Company throughout the financial year or for apart of the financial year who were drawing remuneration as per the limit provided insection 217 (2A) of the Companies Act 2013 and therefore there are no details required tobe given in the report.
15. Share Capital
The paid up capital of the Company is Rs.1350 00 000/-
Your Company has not issue any kind of Share during the financial Year ending on31stMarch 2017.
16. Extract of the annual return
The extract of the annual return in Form No.MGT 9 shall form part of the Board's reportand foreign exchange 17. Conservation of earnings and outgo
As Company's Manufacturing activity is suspended so the details required under theprovisions of the section 134(3) (m) of the Companies Act 2013 regarding conservation ofEnergy Technology Absorption Foreign Exchange Earnings is not applicable to the company.
A) Changes in Directors and Key Managerial Personnel
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6)and Articles of Association of theCompany Shree Sunil Kumar Gupta (DIN: 00008344) will retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers himself forre-appointment. The Board recommends his re-appointment.
No Director has resign from the Directorship of the Company.
B) Declaration by an Independent Director(s) and re-appointment if any
A declaration by an Independent Directors that they meet the criteria of independenceas provided in sub-section (7) of Section 149 of the Companies Act 2013 has been receivedand taken on note.
C) Formal Annual Evaluation
The Nomination and Remuneration Committee of the Board has formulated a PerformanceEvaluation Framework under which the Committee has identified the criteria upon which theCommittee has identified the criteria upon which every Director shall be evaluated. ThePolicy also provides the manner in which the Directors as a collective unit in the formof Board Committees and the Board function and perform.
19. Details of establishment of vigil mechanism for directors and employees
The Company promotes ethical behavior in all its business activities and has put inimplementation of a mechanism wherein the Employees are free to report illegal orunethical behavior actual or suspected fraud or violation of the Company's Codes ofConduct or Corporate Governance Policies or any improper activity to the Chairman of theAudit Committee of the Company or Chairman of the Company or the Compliance Officer. TheWhistle Blower Policy has been appropriately communicated within the Company.
Under the Whistle Blower Policy the confidentiality of those reporting violation(s) isprotected and they are not subject to any discriminatory practices. No personnel have beendenied access to the Audit Committee.
20. Particulars of loans guarantees or investments under section 186
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act2013.
The details of the investments made by company is given in the notes to the financialstatements.
21. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto shall be disclosedin Form No. AOC -2. However your company has not entered in any transaction attractingprovision of Section 188 of Companies Act 2013.Hence AOC-2 is not required to beattached.
22. Managerial Remuneration:
Your company has paid Rs. 6.00 lacs as remuneration to the Managing Director Shri SunilKumar Gupta of the Company.
Your Company have not any employee who was in receipt of remuneration in excess oflimits specified in the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
23. Secretarial Audit
A Secretarial Audit Report given by Bunty Hudda and Associates a company secretary inpractice shall be annexed with the report.
The Board of Directors shall provide explanations or comments on every qualificationreservation or adverse remark or disclaimer made by the company secretary in practice inthe secretarial audit report.
The Secretarial Audit Report given by M/s. Bunty Hudda and associates. PracticingCompany Secretary (C. P. No.: 11560) is enclosed herewith the Board's Report.
24. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the agreement shall be annexed with thereport.
Listing Pursuant to the Clause 49 of the Agreement with Stock Exchanges a separatesection entitled Corporate Governance' and the Certificate from the Auditors of theCompany confirming Compliance with the conditions of the Corporate Governance has beenincluded in this Annual Report.
25. Code of Conduct
The Board has laid down a Code of Conduct for Board Members and for Senior Managementand Employees of the Company ("Code"). All the Board Members and SeniorManagement Personnel have affirmed compliance with these Codes. A declaration signed bythe Managing Director to this effect is enclosed at the end of this Report.
The Board has also laid down a Code of Conduct for Independent Directors pursuant tosection 149(8) and Schedule IV to the Companies Act 2013 via terms and conditions forappointment of Independent Directors which is a guide to professional conduct forIndependent Directors and is uploaded on the website of the Company.
26. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state 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 i.e. at31stMarch 2015 and of the 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(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.
27. Disclosure under the Sexual Harassment of Woman at Workplace (preventionprohibition and Redressal Act 2013
The Company has been employing about one woman employee. The Company has in place anAnti harassment policy in line with the requirements of the Sexual Harassment of Woman atWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committeeis set up to redress complaints received regularly is monitored and directly report tothe Chairman & Managing Director. There was no compliant received from employee duringthe financial year 2016-17 and hence no complaint is outstanding as on 31.03.2017 forRedressal.
Your Directors express their deep sense of gratitude to the Banks Central and StateGovernments and their departments and the local authorities for their continued guidanceand support.
We would also like to place on record our sincere appreciation for the dedicationcommitment and hard work put in by every member of the GSL Nova Petrochemicals Limitedfamily. The Management is deeply grateful for the confidence and faith that theshareholders have always reposed in them.
For and on behalf of the Board of Directors
GSL Nova Petrochemicals Limited
Sunil Kumar Gupta