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Gujarat Petrosynthese Ltd.

BSE: 506858 Sector: Industrials
NSE: N.A. ISIN Code: INE636P01011
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VOLUME 30
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Mkt Cap.(Rs cr) 12
Buy Price 19.90
Buy Qty 30.00
Sell Price 0.00
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Gujarat Petrosynthese Ltd. (GUJPETROSYNTH) - Director Report

Company director report

BOARDS’ REPORT

To the Members of

Gujarat Petrosynthese Limited

The Directors have pleasure in presenting the 39th Annual Report of theCompany together with the Audited Financial Statements of the Company for the year ended31st March 2016.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 312016 is summarisedbelow:

(Rs. in lacs)

Particulars 2015-16 2014-15
Sales Turnover 1117.93 877.93
Other Income 16.29 111.74
Total 1134.21 989.67
Less: Exp. other than Finance Cost and Depreciation 1257.48 1037.77
Operating Profit (123.27) (48.10)
Less: Finance Cost 0.23 0.00
Depreciation 32.32 50.14
Profit before exceptional & extraordinary items (140.11) (98.24)
Add: Extraordinary items 0.00 47.11
Add : Exceptional items 148.93 7.46
Profit before tax 8.82 (43.67)
Add/(Less): Provision for tax / Deferred tax (39.99) (4.16)
Profit after tax (31.17) (47.83)
Add: Balance brought forward from earlier period 1123.97 1171.80
Balance available for appropriations 1092.80 1123.97

Dividend

Your Directors are unable to recommend any dividend.

Performance & Future Outlook

The current year has seen a rise in the sales turnover from 877.93 lakhs to 1117.92lakhs due to a change in the method of sales of our major customer from subcontract todirect sales. The overall sales have remained at the same level in terms of tonnage.During the year some of our major customers lost business with the OEMs. However due toour persistent efforts in capturing new customers we were able to maintain the sales atlast year's level. The company has introduced measures to enhance the productivity andefficiency of the plant machinery and equipment. We expect the industry to do better inthe coming year and hope to reach a profitable position by the end of the year.

Performance of the Subsidiary

Our subsidiary company has been suffering from differential pricing of feedstock andreturn stream. We have been working with a Government company for supply of raw materialand return stream at the same price like our competitor but the issue was not resolved.This has resulted in our inability to compete with our Indian competitor as well asimports. We have therefore suspended our operations from February 2016 and are looking atdifferent avenues to restart our operations. We are hopeful to tide over thesedifficulties

Business

During the year under review there is no change in the business activities of theCompany.

Material changes and commitment occurred after the end of Financial Year and upto thedate of Report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and upto the date of this report.

Consolidated Financial Statement

In accordance with the provisions of Section 129(3) read with Rule 5 of Companies(Accounts) Rules 2014 statement containing salient features of the financial statementsof subsidiary companies is disclosed separately in Annexure I and forms part of theannual report. The consolidated financial statements are prepared in accordance with theAccounting Standard (AS) - 21 issued by the Institute of Chartered Accountants of India.

Deposits

The Company has neither accepted nor renewed any deposits during the year under reviewto which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

Loans Guarantees or Investments made under section 186 of the Companies Act 2013

Pursuant to provisions of section 186 of the Companies Act 2013 during the year underreview details of loans and investments by the Company to other body corporate are asfollows:

Particulars Amount
Gujarat Polybutene Private limited (Wholly Owned Subsidiary company) 39000000

Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Joint Venture Company or Associate Company. But theCompany has the following 100% Subsidiary Companies.

1. Gujarat Polybutenes Private Limited.

2. GPL Finance and Investments Limited

Share capital

During the year under review there is no change in the share capital of the Company.

Transfer to Investor Education & Protection Fund.

In terms of Section 125 of the Companies Act 2013 there is no amount required to betransferred to the Investor Education and Protection Fund established by the CentralGovernment.

Directors and Key Managerial Personnel

During the year under review the following changes have occurred in the position ofthe Directors/ KMPs of the Company:

• Mr. R.M.Thakkar has resigned from the position of the Managing Director andshall continue as the Non-Executive Chairman and Director of the Company.

• There has been a change in designation of Ms. Urmi N Prasad from Whole-TimeDirector of the Company to Joint Managing Director of the Company.

• Ms. Charita Thakkar has been appointed as the Joint Managing Director of theCompany.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Ms. Charita Thakkar (DIN 00321561) shall retireby rotation at the ensuing annual general meeting and being eligible offers herself forreappointment.

Independent Directors

The Company has received declarations from all the Independent Directors confirmingthat they meet with the criteria of independence as prescribed under the requirement ofprovisions of Section 149(6) of the Companies Act 2013.

Independent Directors' Meeting

During the year under review the Independent Directors met on March 112016 interalia to discuss:

• Evaluation of performance of the Independent Directors and the Board ofDirectors as a whole;

• Evaluation of performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.

• Evaluation of quality consent and timelines of flow of information between theManagement and the Board that is necessary for the Board for effective performance of itsduties.

All the Independent Directors were present at the Meeting.

Directors' Appointment and Remuneration Policy

The Company has constituted a Nomination and Remuneration Committee as per theprovisions of Section 178(1) of the Companies Act 2013. The Company has adopted thePolicy for the Selection of the Directors and determining the Directors Independence andremuneration for the policy for the Directors and the Key Managerial Personnel.

The Company has a Non - Executive Chairman two Joint Managing Director and threeIndependent Directors.

Board Meetings

During the year five Board Meetings were convened and held on 30.05.2015 25.07.201514.11.2015 29.12.2015 and 05.02.2016.

Director's Responsibility Statement

Your Directors state that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there is no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 312016 and of the profitand loss of the company for that period;.

(c) the Directors have 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 have prepared the annual accounts on a going concern basis; and

(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all the applicable laws and that such systems are adequate and operating effectively.

Audit Committee

The Audit Committee met four times during the year under review. All therecommendations made by the Audit Committee were accepted/ approved by the Board. Thecompositions of the Audit Committee are as under.

1. Mr. M.D.Garde Chairman
2. Mr. V.Raghu Member
3. Mr. R.M.Thakkar Member

Auditors & Auditors Report Statutory Auditor

M/s S J H & Co. Chartered Accountants the statutory Auditors of the Companyretire at the ensuing Annual General Meeting of the Company and being eligible forre-appointment have expressed their willingness to continue. The Company has received acertificate from the Auditors that if they are reappointed it would be in accordance withthe provisions of Section 141 of the Companies Act 2013.

The Board recommends their re-appointment. Shareholders are requested to re-appoint theAuditors for the financial year 2016-17 and authorize the Board to fix their remuneration.

As per Section 134(3) of the Companies Act 2013 the notes/ comments of Auditorsreferred to in the Auditors' Report are self explanatory and do not call for furtherexplanation. The Auditors' Report does not contain any qualification reservation oradverse remark.

Internal Auditor

Your Company has adopted an internal control system commensurate with its size. TheCompany has re-appointed M/s AJBS & Associates Chartered Accountants as the InternalAuditor of the Company for the financial year 2016-17. Your Company ensures compliance andcontrols so that the assets and business interests of your Company are adequatelysafeguarded.

Secretarial Auditor

The Board has appointed M/s. J.J. Gandhi & Co. Practicing Company Secretary toconduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report forthe Financial Year ended March 312016 is annexed herewith marked as Annexure II tothis Report. The Secretarial Audit Report contains a qualification as mentioned below:

As per the requirements of Regulation 31(2) of the SEBI (LODR) Regulations 2015 the100% share holding of the promoters have not been maintained in demat form.

It is replied that the certain Promoter members having shares in physical form areBritish Nationals and therefore do not possess the PAN card which is mandatory foropening up of an demat account. For other promoter members the management is under theprocess of converting them into demat.

Risk Management Policy

The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The risk management includes identifying typesof risks and its assessment risk handling and monitoring and reporting. The operationsand working of the Company can be affected on account of any of the following riskfactors;

+ Policy of Govt. as to excise duty etc.

+ Policy of competitors

+ Market conditions

Vigil Mechanism / Whistle Blower Policy

The Company has adopted Vigil Mechanism/Whistle Blower Policy to deal with fraud ormismanagement where it has a mechanism for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of the Code of Conduct /Business Ethics if any. No personnel has been denied access to the Chairman of the AuditCommittee for making complaint on any Integrity issue.

Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act 2013 read with Rule 9 of theCompanies (Accounts) Rules 2013 are not applicable to the Company as the Company doesnot meet with the requirement of profit criteria.

Conservation of Energy Technology Absorption and Foreign Earnings and Outgo

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureIII and is attached to this Report.

Corporate Governance

The compliance with the corporate governance provisions as specified in regulations 1718 19 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V is not applicable to the Company but yourCompany strives to ensure that best corporate governance practices are adopted andconsistently followed.

Related Parties Transactions

The particulars of transactions or contracts entered or arrangements made with relatedparties pursuant to provisions of section 188 of the Companies Act 2013 is provided in AnnexureIV and is attached to this Report.

Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is provided in AnnexureV and is attached to this Report.

Disclosure under the Sexual Harassment of Women at workplace (Prevention ofProhibition and Redressal) Act 2013.

The Company has in place an Anti Sexual Policy in line with the requirements of theSexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act2013. All employees (permanent contractual temporary trainees) are covered under thispolicy.

Acknowledgments

The Board of Directors wish to place on record their appreciation for the continuoussupport of the Bankers vendors and buyers and shareholders in the performance of theCompany. Your Directors also wish to place on record their deep sense of appreciation forthe committed services by the Company's executives staff and workers.

For and on behalf of the Board
Gujarat Petrosynthese Limited
Place: Mumbai Ms. Urmi N. Prasad
Date : 27th May 2016 Jt. Managing Director
DIN : 00319482

Annexure I

Form AOC - I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES

Name of the subsidiary GPL Finance and Investments Limited Gujarat Polybutenes Private Limited
1 Reporting period for the subsidiary concerned if different from the holding company's reporting period March 312016 March 31 2016
2 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. Rs. in lakhs Rs. in lakhs
3 Share capital 100.00 699
4 Reserves & Surplus 51.43 (811.61)
5 Total Assets 151.77 964.67
6 Total Liabilities 151.77 964.67
7 Investments 63.98 52.05
8 Turnover 6.41 956.58
9 Profit before taxation 5.73 (483.18)
10 Provision for taxation 1.95 0.29
11 Profit after taxation 3.78 (482.89)
12 Proposed Dividend - -
13 % of shareholding 99.99% 99.99%

 

Note : 1. Names of subsidiaries which are yet to commence operations NIL NIL
2. Names of subsidiaries which have been liquidated or sold during the year NIL NIL

PART "B" : Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures is not applicable as the company does not have an associateor joint venture company.

For and on behalf of the Board of Directors

Mr. R.M.Thakkar Ms. Urmi N Prasad
Chairman & Non-Executive Director Jt. Managing Director
Din : 00248949 Din: 00319482

Annexure II

SECRETARIAL AUDIT REPORT

(For the Financial year ended on 31st March 2016)

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Gujarat Petrosynthese Ltd.

24 II main Doddanekkundi Industrial Area

Bengaluru 560048

Dear Sirs

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practice by Gujarat Petrosynthese Ltd. (hereinaftercalled "the Company"). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/ statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company's books papers minutes books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2016 according to the provisions of:

1. The Companies Act 2013 (the Act) and the rules made thereunder.

2. The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the rules madethereunder;

3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment and ExternalCommercial Borrowings.

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act').

A. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

B. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

C. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009. - Not Applicable to the Company during the Audit Period;

D. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999. - Not Applicable to the Company duringthe Audit Period;

E. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008. - Not Applicable to the Company during the Audit Period;

F. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

G. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009. - Not Applicable to the Company during the Audit Period; and

H. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. - Not Applicable to the Company during the Audit Period;

6. Further as per representation of management letter considering its productsprocess and location following laws are specifically applicable to the Company.

I. The Environment (Protection) Act 1986;

2. The Air (Prevention and Control of Pollution) Act 1981;

3. The Water (Prevention and Control of Pollution) Act 1974.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

During the Audit period no Show cause notice has been received by the Company

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards mentioned above except to the extent mentionedherein below;

1. As per the requirements of Regulation 31(2) of the SEBI (LODR) Regulations 2015 the100% share holding of the promoters have not been maintained in demat form.

We further report that;

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda weresent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

Majority decision is carried through while the dissenting members' views if any werecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

for J J Gandhi & Co.
Practising Company Secretaries
(J J Gandhi)
Place: Vadodara Proprietor
Date : 27th May 2016 FCS No. 3519 and CP No. 2515

This report is to be read with our letter of even date which is annexed as Annexure andforms an integral part of this report. ANNEXURE TO SECRETARIAL AUDIT REPORT

To

The Members

Gujarat Petrosynthese Ltd.

24 II main Doddanekkundi Industrial Area

Bengaluru 560048

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

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and the processes 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. We believe that the processes and the practices we followed provideda reasonable basis for our opinion.

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

4. Wherever required we 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 standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

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

for J J Gandhi & Co.

Practising Company Secretaries

(J J Gandhi)

Proprietor

FCS No. 3519 and CP No. 2515

Place: Vadodara

Date : 27th May 2016

ANNEXURE III TO THE BOARD’S REPORT

Information under Section 134(3)(m) read with the Companies (Accounts) Rules 2014 andforming part of Director's Report for the year 2015-16

I. Conservation of Energy : Use of standard quality equipments
II. Additional Investment and proposals if any being implemented for the reduction of energy : Proposals are under consideration
III. Impact of measures (I) and (II) above for the reduction of energy comsumption and consequent impact on cost of production of goods : Reduction in usage of electricity

A. POWER AND FUEL CONSUMPTION

I. Electricity 2015-16 2014-15
a) Purchased
Unit KWH 594260 566550
Total amount Rs. in '000 4092 3792
Rate / Unit 6.89 6.69
b) Own Generator
Through Diesel Generator
Units KWH 24416 36528
Unit Per Ltr KWH 3.27 3.21
Rate / Unit 15.27 18.55

B. CONSUMPTION PER UNIT PER PRODUCTION

Standards (If any) 2015-16 2014-15
Product/Unit : Polymer / Kg
Electricity KWH 0.55 0.63

II. TECHNOLOGY ABSORPTION

Efforts made in technology absorption as per FORM B Research and Development (R &D)

1 Specific area in which R & D was carried out by the Company To produce high grade of polymers
2 Benefit derived as a result of R & D Manufacture of new products and existing products at lower cost.
3 Future plan of action Manufacture a variety of PAB
4 Expenditure on R & D -
a) Capital -
b) Recurring -
c) Total -
d) Total R & D Expenditure as a percentage of Total Turnover 0.00%
Technology absorption adoption and innovation.
1 Efforts in brief made towards technology absorption and innovation Technology obtained from our collaborators has been fully absorbed. Improvements are being continuously made & have resulted in improved efficiency of operation
2 Benefits derived as a result of above efforts
3 In case of imported technology (imported during the fast
5 years reckoned from the beginning of the financial year) following information may be furnished.
a) Technology Furnished
b) Year of Import
c) Has technology been fully absorbed
d) If not fully absorbed areas where this has not taken place reason therefore any further plans of action

III. FOREIGN EXCHANGE EARNING AND OUTGO

During the year the Foreign Exchange outgo was ' Nil. The Company has earned ForeignExchange of ' Nil during the year.

For and on behalf of the Board of Directors

Mr. R.M.Thakkar Ms. Urmi N Prasad
Chairman & Non-Executive Director Jt. Managing Director
Din : 00248949 Din: 00319482
Place : Mumbai
Date :27th May 2016

Annexure IV

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 contract/arrangements entered into by the Companywith the related parties referred to in sub section (1) of Section 188 of the CompaniesAct 2013 including certain arms length transactions under the third proviso thereto.

(1) Details of contracts or arrangements or transactions not at arm's length basis

Particulars
a) Name(s) of the related party and nature of relationship
b) Nature of contracts/arrangements/transactions
c) Duration of the contracts / arrangements/transactions
d) Salient terms of the contracts or arrangements or transactions including the value if any NA
e) Justification for entering into such contracts or arrangements or transactions
f) Date(s) of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

(2) Details of material contracts or arrangement or transactions at arm's length basis

(Rs. in lacs)

a) Name(s) of the related party and nature of relationship: Gujarat Polybutene Private Limited (Wholly Owned Subsidiary of the Company
b) Nature of contracts/arrangements/transactions: Management Service Fees Transfer of Expenses
c) Duration of the contracts / arrangements/transactions:
d) Salient terms of the contracts or arrangements or transactions including the value if any: 16 36.21
e) Date(s) of approval by the Board if any:
f) Amount paid as advances if any: NIL NIL
g) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: NA NA

Note : During the year under review no material transactions contracts orarrangements {as defined under the listing agreement or which were above the thresholdlimits mentioned under Rule 15 of the Companies (Meetings of Board & its Powers)Rules 2014} were entered with the related parties by the Company.

Annexure V

Form MGT- 9

EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March 2016

Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014

I. Registration and other details

I) CIN:- L23209KA1977PLC043357
II) Registration Date 19/09/1977
III) Permanent Account No. AAACG8600K
IV) Name of the Company GUJARAT PETROSYNTHESE LIMITED
V) Category / Sub Category of the Company Company Limited by Shares - India non Govt. company
VI) Address of the Registered office and Contact Details 24II Main Doddanekkundi Industrial Area Phase 1 Mahadevapura Bengaluru - 560048 Karnataka Email id: secretarial@gujaratpetrosynthese.com info@gpl.in Website: www.gpl.in
VII) Whether listed company Listed Company
VIII) Name address and Contact details of Registrar and Transfer Agent if any Bigshare Services Pvt. Ltd. E2/3 Ansa Industrial Estate Saki Vihar Road Saki Naka Andheri (East) Mumbai 400 072.

Board No 022 4043 0200. Email id: investor@bigshareonline.com

II. Principal business activities of the company

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated;

Name and Description of main products/ service NIC code of the product/ service % to total turnover of the company
1 Manufacture of polymer/ synthetic 22208 100%

III. Particulars of Holding Subsidiary and Associate Companies

Name and Address of the Company CIN/ GLN Holding/ Subsidiary/ Associates % of Shares Applicable
Gujarat Polybutenes Private Limited U24200GJ2002PTC045675 Subsidiary Company 99.99% Sec 2(87)
GPL Finance and Investments Limited U65990MH1994PLC076332 Subsidiary Company 99.99% Sec 2(87)

IV. Share Holding Pattern (Equity share capital breakup as percentage of total equity)i) Category wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 960080 8657 968737 16.23 961446 8657 970103 16.25 0.02
b) Central Govt. 0 0 0 0 0 0 0 0 0
c) State Govt. (s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 1194340 0 1194340 20.00 1194840 0 1194840 20.02 0.02
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Sub - total (A)(1) 2154420 8657 2163077 36.23 2156286 8657 2164943 36.27 0.04
2. Foreign
a) NRIs Individuals 0 55770 55770 0.93 0 55770 55770 0.93 0
b) other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any other
Directors Relative 485417 225840 711257 11.92 485417 225840 711257 11.92 0
Sub - total (A)(2) 485417 281610 767027 12.85 485417 281610 767027 12.85 0
Total shareholding of Promoter A = (A)(1) + (A)(2) 2639837 290267 2930104 49.08 2641703 290267 2931970 49.12 0.04
B. Public Shareholding
1. Institutions
a) Mutual Funds 20300 5910 26210 0.44 18800 5910 24710 0.41 -0.03
(b) Venture Capital Funds 0 0 0 0 0 0 0 0 0
(c) Alternate Investment Fund 0 0 0 0 0 0 0 0 0
(d) Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0
(e) Foreign Portfolio Investors 0 0 0 0 0 0 0 0 0
(f) Financial Institutions / Banks 0 20259 20259 0.34 0 20259 20259 0.34 0
(g) Insurance Companies 812930 2430 815360 13.66 814927 463 815390 13.66 0
(h) Provident Funds/Pension Funds 0 0 0 0 0 0 0 0 0
(i) Any Others (specify) 0 0 0 0 0 0 0 0 0
j) FIIs 0 60000 60000 1.01 0 60000 60000 1.01 0
Sub Total (B)(1) 833230 88599 921829 15.45 833727 86632 920359 15.42 -0.03
2. Central Government/ State Government(s)/ President of India 0 0 0 0 0 0 0 0 0
Sub Total (B)(2) 0 0 0 0 0 0 0 0 0
3. Non Institutions
a) Individuals
i) Individual Shareholders holding nominal share capital upto Rs. 1 lakh 61625 1581057 1642682 27.52 97848 1552481 1650329 27.65 0.13
ii) Individual shareholders holding nominal share capital in excess of Rs. 1lakh 0 0 0 0 0 0 0 0 0
b) NBFCs registered with RBI 0 0 0 0 0 0 0 0 0
c) Employee Trusts 0 0 0 0 0 0 0 0 0
d) Overseas Depositories (holding DRs) (balancing figure) 0 0 0 0 0 0 0 0 0
e) Any Other (specify)
(i) Body Corporate 2829 30553 33382 0.56 2700 30320 33020 0.55 -0.01
(ii) Clearing Member 60 0 60 0.001 750 0 750 0.01 0.009
(iii) Directors Relatives 0 702 702 0.01 0 702 702 0.01 0
(iv) Non Resident Indians (NRI) 3193 436906 440099 7.37 5661 426067 431728 7.23 -0.14
(iii) Trusts 308 0 308 0.01 308 0 308 0.01 0
SUB TOTAL (B)(3) 68015 2049218 2117233 35.47 107267 2009570 2116837 35.46 -0.01
Total public Shareholding (B) = (B)(1) + (B)(2)+(B)(3) 901245 2137817 3039062 50.92 940994 2099202 3037196 50.88 -0.04
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0
GRAND TOTAL (A+B+C) 3541082 1991230 5969166 100.00 3582697 2386469 5969166 100.00

ii) Shareholding of Promoters

Shareholding at the begginning of the year (As on 01.04.2015)

Shareholding at the end of the year (As on 31.03.2016)

% change in share holding during the year

Shareholders Name No. of shares % of total shares of the company % of shares pledged encumbered to total shares No. of shares % of total shares of the company % of shares pledged encumbered to total shares
YASHASHREE COMMERCIAL SERVICES PRIVATE LIMITED AAACY6305K 800000 13.40 800000 13.40 0
2 URSULA RAMESHCHANDRA THAKKAR AADPT0791L 352906 5.91 352906 5.91 0
3 URMI PRASAD AAEPP3171B 487610 8.17 487610 8.17 0
4 CHARITA THAKKAR AADPT0790M 485417 8.13 485417 8.13 0
5 MULTICHEM PRIVATE LIMITED AACCM6800B 214442 3.59 394840 6.61 3.02
6 RAMESHCHANDRA M.THAKKAR AAAPT9065G 0 0 1366 0.02 0.02
7 HEMCHANDRA MEHTA 128212 2.15 128212 2.15 0
8 N RAJENDER PRASAD ABGPN5312B 119564 2.00 119564 2.00 0
9 MRINALINI MEHTA 82321 1.38 82321 1.38 0
10 RAVINDRARAI B. MEHTA 42900 0.72 42900 0.72 0
11 HEMCHANDRA MEHTA 15307 0.26 15307 0.26 0
12 RAVINDRARAI B. MEHTA 12870 0.22 12870 0.22 0
13 N ANANTHA LAXMI ABFPN1486R 4638 0.08 4638 0.08 0.00
14 ADHIK NARAYAN SHIRODKAR ACKPS6882J 2116 0.04 2116 0.04 0.00
15 RAJENDRA ADHIK SHIRODKAR ALVPS5714R 845 0.01 845 0.01 0.00
16 SHAILA ARUN POWLE AQOPP4168Q 195 0.00 195 0.00 0.00
17 SMITA PRAKASH MAYEKAR 195 0.00 195 0.00 0.00
18 VIJAY HIRALAL PANDYA AAEPP6980A 176 0 176 0 0.00
19 PUSHPA VIJAY PANDYA AAMPP7212K 176 0 176 0 0.00
20 DEEPAK VIJAY PANDYA AAAPP3650M 176 0 176 0 0.00
21 RAGHAVENDRA INDUKUMAR THAKKAR ACEPT6353R 100 0 100 0 0.00
22 PUSHPA VIJAY PANDYA AAMPP7212K 20 0 20 0 0.00
23 VIJAY HIRALAL PANDYA AAEPP6980A 20 0 20 0 0.00
0.00
TOTAL 2930104 49.08 2931970 49.12 0.04

(iii) Change in Promoters' Shareholding

Shareholding at the beginning of the year 31/03/2015

Cumulative shareholding during the year 31/03/2016

No. of shares % of total shares of company No. of shares % of total shares of company
1 At the beginning of the year 2930104 2930104
INCREASE 17/04/2015 1000 0.02 2931104 49.08
INCREASE 22/05/2015 44 0.00 2931148 49.10
INCREASE 12/06/2015 23 0.00 2931171 49.11
INCREASE 19/06/2015 299 0.01 2931470 49.11
INCREASE 21/08/2015 500 0.01 2931970 49.12
At the end of the year 2931970

(iv) Shareholding Pattern of top Shareholders (other than Directors Promoters andHolders of GDRs & ADRs)

Name

Shareholding at the end of the year

Cumulative Share holding during the year

No.of shares (01.04.2015) % of total shares of the company Increase/ Decrease in Share holding Reason No of shares (31.03.2016) % of total shares of the company
1 LIFE INSURANCE CORPORATION OF INDIA 538758 9.0255 NIL Movement during the year 538758 9.0255
2 GENERAL INSURANCE CORPORATION OF INDIA 276614 4.6340 NIL Movement during the year 276632 4.6340
3 CHENGUAN CHEMICAL RESEARCH INSTITUTE 60000 1.063 NIL Movement during the year 60000 1.063
4 LIC NOMURA MF SPECIAL UNIT SCHEME 20020 0.3547 -1500 Transfer 18520 0.3102
5 KARNATAKA STATE FINANCIAL CORPORATION 20000 0.3543 NIL Movement during the year 20000 0.3543
6 SOUTHERN INDIA DEPOSITORY SERVICES P LTD 10000 0.1772 NIL Movement during the year 10000 0.1772

 

7 BALRAM BHARWANI 4310 0.07 813 Transfer 5123 0.09
100 Transfer 5223 0.09
54 Transfer 5277 0.09
330 Transfer 5607 0.09
82 Transfer 5689 0.10
39 Transfer 5728 0.10
39 Transfer 5767 0.10
1439 Transfer 7206 0.12
8 Transfer 7214 0.12
44 Transfer 7258 0.12
79 Transfer 7337 0.12
28 Transfer 7365 0.12
-3 Transfer 7362 0.12
133 Transfer 7495 0.13
30 Transfer 7525 0.13
8 MAHENDRA GIRDHARILAL 7070 0.1253 56 Transfer 7070 0.1253
9 FILATEX INDIA LTD. 6500 0.1152 NIL Movement during the year 6500 0.1152
10 LUCIENNE VIEGAS 6435 0.1140 NIL Movement during the year 6435 0.1140

(v) Shareholding of Directors and Key Managerial Personnel:

Name

Shareholding at the end of the year

Cumulative Share holding during the year

No.of shares (01.04.2015) % of total shares of the company Increase/ Decrease in Share holding Reason No of shares (31.03.2016) % of total shares of the company
1 Rameshchandra Thakkar 0 0 1366 Acquired from open market 1366 0
2 Urmi N. Prasad 487610 8.17 NIL Movement during the year 487610 8.17
3 Charita Thakkar 485417 8.13 NIL Movement during the year 485417 8.13

(V) Indebtedness

Indebtedness of the company including interest outstanding/ accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
I) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (I + ii + iii) NIL NIL NIL NIL
Change in Indebtedness during the financial year
Addition - - - -
Reduction - - - -
Net Change NIL NIL NIL NIL
Indebtedness at the end of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i + ii + iii) NIL NIL NIL NIL

(VI) Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director Whole-time Director and/ or Manager

Particular of Remuneration

Name of MD/ WTD/ Manager

Total Amount
Name of MD/ WTD/ Manager Dr. R.M.Thakkar

Mrs. Urmi N. Prasad

1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 22.50

22.50

45.00
(b) Value of perquisites u/s 17(2) Income Tax Act 1961. 4.22

5.05

9.27
(c) Profits in lieu of salary under section 17(3) Income Tax Act 1961. -

-

-
2 Stocks Option -

-

-
3 Sweat Equity -

-

-
4 Commission -

-

-
- As % of profit -

-

-
- Other specify -

-

-
5 Others Please specify Contribution to Provident and Other Funds -

1.80

1.80
Total (A) 26.72

29.35

56.07
Ceiling as per the Act

Section II of Part II of Schedule V

B. Remuneration to other Directors

(in INR lacs)

Particulars of Remuneration

Name of the Directors

Total Amount
1 Independent Directors Mr. T. N. R Mr. M. D. Mr. V. Ms.Charita
Rao Garde Raghu Thakkar
(a) Fee for attending board committee meetings 0.18 0.41 0.295 0.15 1.035
(b) Commission
(c) Others please specify
Total (1) 0.18 0.41 0.295 0.15 1.035
2 Other Non Executive Directors
(a) Fee for attending board committee meetings
(b) Commission
(c) Others please specify.
Total (2) Nil Nil Nil Nil Nil
Total (B)=(1+2) 0.18 0.41 0.295 0.15 1.035
Total Managerial Remuneration (A+B) Overall Ceiling as per the Act. 57.105

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD

Key Managerial Personnel

Particulars of Remuneration CEO CS *CFO Total
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 NIL 2.83 NIL 2.83
(b) Value of perquisites u/s 17(2) Income Tax Act 1961.
(c) Profits in lieu of salary under section 17(3) Income Tax Act 1961.
2. Stock Option
3 Sweat Equity
4 Commission
- As % of profit
- Others specify
5 Other Please specify
Total NIL 2.83 NIL 2.83

*Same as the Whole Time Director of the company. VII Penalties / Punishment /Compounding Offences

Type Section of the companies Act. Brief Description Compounding fees imposed Details of penalty/ Punishment / Authority (RD/ NCLT/ court) Appeal made if any (give Details)
A. Company
Penalty - - - -
Punishment - - - -
Compounding - - - -
B. Directors
Penalty - - - -
Punishment - - - -
Compounding - - - -
C. Other officers in default
Penalty - - - -
Punishment - - - -
Compounding - - - -