Gujarat Containers Limited.
Your Directors are pleased to present the 25th Annual Report and theCompany's Audited Financial Statement for the financial year ended March 312017.
1. Financial Statements :
(Rs. in Lacs)
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Revenue from Operations ||4973.82 ||5039.09 |
|Other Incomes ||3.21 ||5.27 |
|Total Revenue ||4977.03 ||5044.36 |
|Profit before Interest Depreciation & Tax ||406.63 ||403.81 |
|Less: Finance Cost ||238.11 ||259.94 |
|Less: Depreciation & Amortization Expense ||62.27 ||73.76 |
|Add: Exceptional / Prior period adjustment ||11.64 ||13.90 |
|Less : Provision for Taxation ||31.61 ||20.29 |
|Add: Provision for Deferred Tax ||3.80 ||1.59 |
|Net Profit ||82.48 ||65.31 |
2. Dividend :
During the year under review the Company has decided to plough back the profit for theongoing expansion and modernization activities of the Company. The Board therefore doesnot recommend payment of any dividend for the year under review.
3. Transfer to Reserve :
The Company does not propose to transfer any sum to the General Reserve of the Company.
4. Financial Performance and Operational Review :
During the financial year 2016- 2017
i. Net Sales (excluding Excise Duty) of the Company for the year under review is Rs.4973.82/- Lacs as compared to Rs. 5039.09/- Lacs in the previous year.
ii. Net Profit after Tax reached to Rs. 82.48 Lacs as against Net Profit of Rs. 65.31Lacs of the previous year showing an increase of 20.81%.
The Company has been putting its best endeavors to continue to stabilize its quality ofthe Products manufactured and to bring efficiency at all the level of operations byminimizing operational cost to the extent possible.
5. Change in the nature of business:
During the year under review there was no change in the nature of the business of theCompany.
6. Significant and Material Orders Passed by the Regulators or Courts:
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
7. Subsidiary Companies:
During the year under review the Company does not have any subsidiary company.
8. Adequacy of internal financial controls:
The Company has in placed adequate and effective Internal Financial Controls withreference to financial statements. During the year such controls were tested and upgradedand no reportable material weaknesses in the design or operation were observed.
9. Particulars of Loans Guarantees or Investments:
During the year under review your Company has not directly or indirectly -
a) given any loan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any;
b) given any guarantee or provided security in connection with a loan to any other bodycorporate or person; and
c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate.
10. Particulars of Contracts or Arrangements with Related Parties:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of Company's business. The Company hasnot entered into any contract arrangement or transaction with any related party whichcould be considered as material as defined under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Board has approved a policy for related party transactions which has been uploadedon the website of the Company (www.gujaratcontainers.com ).
All the related party transactions are placed before the Audit Committee as well as theBoard for approval on a quarterly basis. Omnibus approval was also obtained from the AuditCommittee and the Board on an annual basis for repetitive transactions.
Related party transactions under Accounting Standard - AS 18 are disclosed in the notesto the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 is furnished as Annexure - A to this report.
11. Directors' Responsibility Statement:
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a. in the preparation of annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at March 31 2017 and of the Profit of the Companyfor the year ended on that date;
c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern' basis ;
e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
12. Directors and Key Managerial Personnel :
During the year under review following changes occurred in the position of Directors& KMPs of the Company:
Mr. Dinesh Kamdar ceased to be Director of the Company on resignation w.e.f 8thDecember 2016 due to his pre-occupation.
Mr. Sanjay Dalsukhbhai Shah has been appointed as Additional IndependentDirector of the Company w.e.f. 6th March 2017. Pursuant to the provisions ofSection 161 of the Act and Articles of Association of the Company Mr. Sanjay DalsukhbhaiShah shall vacate office and are eligible for appointment as NonExecutive IndependentDirector of the Company. In compliance with the provisions of Section 149 read withSchedule IV of the Act the appointment of Mr. Sanjay Dalsukhbhai Shah as IndependentDirector for a term of five years is being placed before the Members in General Meetingfor their approval. As per the provisions of Section 149 of the Act he will not be liableto retire by rotation. Members are requested to refer to Item No.4 of the Notice of theAnnual General Meeting (AGM) and the Explanatory Statement for details of theirqualifications and experience.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof expenses incurred by them for the purpose of attending meetings of the Company.
Key Managerial Personnel :
During the year under report following persons were the Key Managerial Personnel ofthe Company :
|Mr. Kiran Shah ||- Chairman & Managing Director |
|Mr. Neil Shah ||- Chief Financial Officer |
|Mr. Nitin Mistry ||- Company Secretary & Compliance Officer (w.e.f. August 13 2016) |
Events Occurring after Close of the Financial Year:
Mr. Nitin Mistry ceased to be Company Secretary & Compliance Officer of the Companywith effect from 28th May 2017 due to his resignation.
13. Declaration by Independent Directors:
The Company has received necessary declarations from all Independent Directors of theCompany confirming that they meet the criteria of independence laid down in Section 149(6)of the Companies Act 2013 as well as under Regulation 25 and 16(1)(b) of SEBI (LODR)Regulations. There has been no change in the circumstances which may affect their statusas independent director during the year.
14. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeesattendance prior study of materials given participation at the meetings level andeffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the Individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-executiveDirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the Independent Director being evaluated.
15. Familiarization Program for the Independent Directors :
In Compliance with the requirements of SEBI Regulations 2015 the Company has put inplace a familiarization programme for the Independent Directors to familiarize them withtheir role rights and responsibilities as Directors the working of the Company natureof the industry in which the Company operates business model etc. The details of thefamiliarization programme are explained in Corporate Governance Report.
16. Policy on Directors' Appointment and Remuneration and other details:
The Nomination and Remuneration Committee has laid down the criteria for Directorsappointment and remuneration including criteria for determining qualification positiveattributes and independence of a Director. The following attributes/criteria for selectionhave been laid by the Board on the recommendation of the Committee:
the candidate should possess the positive attributes such as leadershipentrepreneurship business advisor or such other attributes which in the opinion of theCommittee are in the interest of the Company;
the candidate should be free from any disqualification as provided underSections 164 and 167 of the Companies Act 2013;
the candidate should meet the conditions of being independent as stipulatedunder the Companies Act 2013 and Listing Agreement entered into with Stock Exchanges incase of appointment as an independent director; and
the candidate should possess appropriate educational qualification skillsexperience and knowledge in one or more fields of finance law management salesmarketing administration corporate governance technical operations infrastructure orsuch other areas or disciplines which are relevant for the Company's business.
17. Number of Meetings of the Board:
During the year under review Five (5) Meetings of the Board of Directors were held onMay 28 2016 August 13 2016 November 14 2016 December 19 2016 February 6 2017. Fordetails of the meetings of the Board please refer to the Corporate Governance Reportwhich forms part of this report.
18. Extract of Annual Return:
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure- B in the prescribed Form MGT-9 which forms part of this report.
19. Audit Committee:
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.
The Audit Committee of the Board of Directors meets the criteria laid down underSection 177 of the Companies Act 2013 read with Regulation 18 of Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulation 2015 in theterms of reference to the Audit Committee.
20. Material Changes and Commitments if any affecting the Financial position of theCompany which have occurred between the end of Financial Year of the Company to which theFinancial Statement relate and the date of the Report:
There were no material changes and commitments that have affected the financialposition of the Company which have occurred between the financial year ended on March 312017 and the report dated May 27 2017.
21. Management Discussion and Analysis:
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations AndDisclosures Requirements) Regulation 2015 the Management Discussion and Analysis has beengiven hereunder.
a. Industry Scenario/India key market trends :
Economic activity in Asia picked up speed as exports to advanced economiesdeteriorated. Domestic demand has been consistent and retail sales across much of Asiahave been brisk. Exports particularly to the United States Middle East and the euroarea have relatively gained momentum. India is an emerging economy with sizeable untappedpotential for rigid industrial packaging especially in its main industrial centre's nearthe coast. Industrial packaging in India is expected to grow with 10% p. a. and willremain largely dominated by metal and plastic drums. India's industrial maturity is stillrelatively low and low-value; low-quality packaging will increasingly be replaced by rigidindustrial packaging products. Thus industrial packaging demand growth exceeds GDP andunderlying industry forecasts. The need for rollable package products such as drums ispartly influenced by the country's lack of a sufficient infrastructure network and easyways for transportation.
As explained in the inception the Indian packing industry as a whole is expected tofare well with the encouraging support of the Government.
b. Opportunities and Threats :
Your Company operates in such an area where a large market exists but with hugecompetition. Your Company's products are well-received in the market. However the Companyhas been through different marketing initiatives carving its way with moderate success.
c. Outlook :
Your Directors are well aware of the competition by manufacturers and prevailingscenario and have created a strategy to overcome this difficulties.
In view of inflationary trend and keen competitions prevailing in the market yourDirectors feel the performance of the Company has been reasonably good. Your Directors arealso aware of the fact that Indian Packing industry is highly potential to growth butcompetitive and fragmented.
The management is conscious about the changing scenario in industry and review takeplace regularly.
d. Risks and concerns:
i. Macro-economic risks: Risks emanating from changes in the global markets such as therecent financial meltdown regulatory or political changes Steel Price Fluctuations andalterations in the competitive landscape could affect the Company's operations andoutlook. Any adverse movements in economic cycles in the Company's target markets couldhave a negative impact on the Company's performance. This risk is mitigated to some extentdue to the Company's presence in multiple diverse markets.
ii. Risk related of Raw Materials. Risks associated with key procurement relationshipsinclude:
a. the availability of raw materials more particularly iron & Steel ;
b. the price of raw materials may be subject to material changes in worldwide Pricinglevels;
c. input costs such as freight and electricity may be inconsistent or prices mayincrease; and
d. key supplier relationships may be lost or impaired contracts renewed on lessfavorable terms or key suppliers may cease or reduce their operations.
However the Company plans well in advance to procure the raw materials and purchasesits Raw Materials from the domestic reputed supplier located in different parts of thecountry to mitigate risk relating to availability of raw materials.
e. Internal Control System and their Adequacy:
The Company has adequate internal control systems including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies guidelines authorisation and approvalprocedures. The Company has an internal audit department which carries out auditsthroughout the year. The statutory auditors while conducting the statutory audit reviewand evaluate the internal controls and their observations are discussed with the Auditcommittee of the Board.
The Company's internal control systems are supplemented by an Internal Audit Programand periodic reviews by the Management. The Company has Independent Audit Firm as itsInternal Auditors and the Audit Committee reviews its findings and recommendations atperiodic intervals. Company's internal control system is adequate considering the naturesize and complexity of its business.
f. Discussion on financial performance with respect to operational performance:
During the financial year 2016-17 the net sale of the Company for the year underreview is Rs. 4973.82/- Lacs as compared to Rs. 5039.09/- Lacs of the previous yearhowever the Company registered Net Profit of Rs. 82.48/- Lacs as against net profit ofRs. 65.31/- Lacs in the previous year.
g. Human Resources/Industrial Relations:
Employees are our greatest strength and the foundation of our Company. They play apivotal role in offering better product quality design and services to our customer. Weensure that employees gain ample opportunities for personal and professional growth. Highquality recruitment supports the talent management practices of the Company. To augmentthe journey of internationalization of the Company and create a multicultural work forcestrengthening leadership cadre with appropriate domain competencies has been done. TheCompany continues to foster a high performance culture by recognizing good performers andproviding them with career enhancing opportunities. Several HR initiatives have been takenfor the strategic alignment of the HR function with the business objectives. Theseinitiatives encompass employee engagement learning & development besides improvedinternal communication mechanism with employees.
h. Cautionary Statement:
Statements in the Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations may be forward looking statements'within the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could make adifference to the Company's operations include financial position of the company economicconditions affecting demand / supply price conditions in the domestic and overseas marketin which the company operates changes in the government regulations tax laws and otherstatutes.
22. Risk Management:
The Company has in place a Risk Management Policy pursuant to Section 134 of theCompanies Act and Regulation 21 of SEBI (LODR) Regulations. It establishes various levelsof accountability and overview within the Company while vesting identified managers withresponsibility for each significant risk.
The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. Through this program each Function carried on works addresses opportunitiesand risks through a comprehensive approach aligned to the Company's objectives. TheCompany has laid down procedures to inform the Audit Committee as well as the Board ofDirectors about risk assessment and management procedures and status.
This risk management process which is facilitated by internal audit covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The major risks forming part Risk Managementprocess are linked to the audit.
The Audit Committee of the Board of the Company has been entrusted with the task toframe implement and monitor the risk management plan for the Company and it isresponsible for reviewing the risk management plan and ensuring its effectiveness with anadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
23. Control Systems and their Adequacy :
The Company has adequate internal control systems including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies guidelines authorization and approvalprocedures. The Company has M/s. Bhavindip Seth & Co. the Firm of CharteredAccountants as an Internal Auditor which carries out audits throughout the year. Thestatutory auditors while conducting the statutory audit review and evaluate the internalcontrols and their observations are discussed with the Audit committee of the Board.
24. Corporate Social Responsibility (CSR) :
The Company has already constituted a Corporate Social Responsibility (CSR) Committeein accordance with Section 135 of the Companies Act 2013.
For the Company Social Responsibility is a key element of accountability and it willcontinue to strive in its behavior and actions to surpass the levels of minimum statutorycompliance. The Company believes in the sustainable growth and prosperity of itsstakeholders and views its responsibilities not only as business responsibilities but asEthical and Social as well.
The CSR policy of the Company is placed on the website of the Company(www.gujaratcontainers.com )
However in view of inadequate profit the company has not pursued any initiative onCSR activities.
25. Safety Environment and Health:
The Company's commitment to excellence in Health and Safety is embedded in theCompany's core values. The Company has a stringent policy which drives all employees tocontinuously break new ground in safety management for the benefit of people propertyenvironment and the communities where we operate on sites.
The Company respects human rights values its employees and their communities. TheCompany considers safety environment and health as the management responsibility. Regularemployee training programmes are in place throughout the Company on Safety Environmentand Health and has well identified and widely covered safety management system in placefor ensuring not only the safety of employees but surrounding population of the works aswell.
26. Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace:
The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. All employees of theCompany those of contractors as well as trainees
are covered under this Policy. The policy of the Company is placed on the website ofthe Company (www. g ujaratcontainers. com)
No complaint was received from any employee during the financial year 2016-2017 andhence no complaint is outstanding as on 31.03.2017 for redressal.
27. Vigil Mechanism/ Whistle Blower Policy:
There is a Whistle Blower Policy in the Company and that no personnel have been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimization of persons who use vigil mechanism. The Whistle Blower Policy isposted on the Company's website www.gujaratcontainers.com .
28. Code of Conduct:
The Board has laid down a code of conduct for board members and senior managementpersonnel of the Company. The code incorporates the duties of independent directors aslaid down in the Companies Act 2013. The said code of conduct is posted on Company'swebsite www.gujaratcontainers.com . The Board members and senior management personnel haveaffirmed compliance with the said code of conduct. A declaration in this regard signed bythe Chairman & Managing Director / CEO is given at the end of the Corporate GovernanceReport.
29. Prevention of Insider Trading:
The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI(Prohibition of Insider Trading) Regulations 2015. The same has been placed on thewebsite of the Company www.gujaratcontainers.com . All the Directors senior managementemployees and other employees who have access to the unpublished price sensitiveinformation of the Company are governed by this code. During the year under Report therehas been due compliance with the said code of conduct for prevention of insider trading.
30. Significant and Material Orders passed by the Regulators or Courts:
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the company and its futureoperations.
31. Corporate Governance:
As per SEBI Listing Regulations Report on Corporate Governance with StatutoryAuditor's Certificate thereon forms part of this report.
32. Human Resources:
The human resource plays a vital role in the growth and success of an organization. TheCompany has maintained cordial and harmonious relations with employees across variouslocations.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
33. Deposits from Public:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
34. Conservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo:
The Company is serious in conserving energy by reducing consumption of power byimplementing closed monitoring over plan running and adequate maintenance of electriccomponents of plants and other machinery. The Company has not made any capital investmentbut for conservation of energy continued earlier/same actions.
Technology absorption: Your Company has not taken new technology for absorption andhence it has neither imported any technology nor made any expenditure on research anddevelopments. The Company does not carry out any research and development activities.
Foreign Exchange earnings and outgo: There was no inflow or outflow of foreignexchanges during the year under review.
35. Particulars of Employees and Remuneration:
Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules no employee of the Company was paid remuneration exceedingthe prescribed limits during the financial year 20162017.
The information required under Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure - C formingpart of the Report. None of the employees listed in the said Annexure is related to anyDirector of the Company.
All the properties and insurable interests of the Company including buildings Plants& Machineries and Stocks have been adequately insured.
37. Share Capital:
The paid-up equity share capital of the Company as at 31st March 2017 isRs. 56500000. The Company currently has no outstanding shares issued with differentialrights sweat equity or ESOS.
(i) Statutory Auditors:
M/s. V. K. Shastri & Co. Chartered Accountants (Firm Registration No. 113325W)retire as auditors of the Company under the provisions of Section 139 of the CompaniesAct 2013. They are not eligible for reappointment as the auditors of the Company underthe provisions of Section 139 (2) of the Companies Act 2013. The Board places on recordits appreciation for the services rendered by M/s. V. K. Shastri & Co. CharteredAccountants as the Statutory Auditors of the Company for all these years.
In their place it is proposed by the Company to appoint M/s.Shah & BhandariChartered Accountants (Firm Registration No.118852W) as the Statutory Auditors of theCompany for a period of 5 years till the conclusion of the Company's 30th Annual GeneralMeeting and the necessary resolution in this regard is proposed to be passed by themembers of the Company at the ensuing Annual General Meeting.
The Auditors' Report read with the notes to the accounts referred to therein areself-explanatory and therefore do not call for any further comments. There are noqualifications reservations or adverse remarks made by the Auditors.
(ii) Secretarial Auditors :
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Mr. Jayesh Vyas of M/s. Jayesh Vyas and Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the year ended March 312017. The Secretarial Audit Report is annexed as Annexure D which contains two adverseremarks / qualifications.
The responses of your Directors on the observations made by the Secretarial Auditor areas follows:- Response to Point No.1:
60200 shares held by the promoters group in physical form have been dematerialized on24th May 2017. Now there are no shares in physical form held bypromoters/promoter group.
Response to Point No.2:
Your company is law abiding entity and filed the necessary forms & returns with theRegistrar of Companies / MCA in time however there was delay of 198 days in filling ofForm No MR-1 due to inadvertence.
(iii) Internal Auditor:
Your Company has appointed M/s. Bhavindip Seth & Co. Chartered AccountantVadodara as the Internal Auditors to carry out the Internal Audit of various operationalareas of the Company.
(iv) Cost Auditors:
Your Company does not require to get its cost records audited by the qualified CostAuditors in view of non applicability. No appointment of Cost Auditors has been made.
The Board places on record its deep appreciation for the continued support receivedfrom various clients vendors and suppliers and Bankers Government Authorities Employeesat all levels and Stakeholders in furthering the interest of the Company.
For and on behalf of the Board of Directors
|Date: 27-05-2017 ||Kiran Arvindlal Shah |
|Place: Vadodara ||Chairman & Managing Director |