Your Directors present the 31st Annual Report together with theAudited Statement of Accounts for the year ended on 31st March 2017.
1. FINANCIAL RESULTS:
The summary of Financial Results of the Company for the year under review along withthe figures for previous year are as follows:
| || |
(Rs. In Lacs)
| ||Standalone |
|Particulars ||2016-17 ||2015-16 |
|Total Revenue ||3654.97 ||3775.96 |
|Less: Operating and Admi. Exps. ||3245.50 ||3363.95 |
|Profit Before Depreciation Interest and Tax ||409.47 ||412.01 |
|Depreciation ||171.04 ||200.89 |
|Finance Costs ||136.03 ||111.14 |
|Profit Before Tax and Exceptional Items ||102.39 ||99.97 |
|Exceptional Items ||- ||- |
|Profit Before Tax ||102.39 ||99.97 |
|Current Tax ||21.80 ||20.00 |
|Earlier Year Tax ||2.34 ||1.16 |
|Deferred Tax ||- ||- |
|(Excess) / Shortfall in provision for current tax for earlier years ||- ||- |
|Minority Interest ||0.00 ||0.00 |
|Profit After Tax & Minority Interest ||78.25 ||78.80 |
|Earnings Per Equity Share || || |
|Basic ||1.57 ||1.58 |
|Diluted ||1.57 ||1.58 |
With a view to conserve the resources for expansion of the business activities andworking capital requirements f the Company the board of directors of the company have notrecommended any dividend for the year under review.
3. REVIEW OF OPERATIONS SALES AND WORKING RESULTS:
Your director report that during the year under review in spite of economic slowdownthe Company has recorded a total sales of Rs. 365051821 /- as compared to Rs.370260974/- and earned other income of Rs. 445115/- as compared to Rs.7335011/- for the financial year ended on 31st March 2017. TheProfit before tax for the period under review is Rs. 10239219/- as compared toRs. 9997183/- in the previous year. The Profit after tax during the year under review isRs.7825677/- as against Rs. 7880270/- in the previous year 2015-16.
4. MATERIAL CHANGES TRANSACTION AND COMMITMENT/CHANGE IN THE NATURE OFBUSINESS IF ANY:
There is no change in the nature of the business of the Company for the year underreview.
During the year under review no significant or material order was passedby the Regulators or Courts or Tribunals which impact the going concern status andCompany's operations in future.
5. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
MDA for the year under review is presented in a separate section which forms part ofthe Annual Report.
6. SHARE CAPITAL:
During the year under review the Company has not increased its paid up capital. Thepaid up equity share capital of the Company as on 31st March 2017 is Rs.49947750/-.
During the year under review the Company has neither issued shares with differentialvoting rights nor granted stock options or sweat equity.
7. TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserves for the currentreporting period. An amount of 78.26 Lacs is proposed to be retained in the Statement ofProfit and Loss of the Company.
8. EXTRACT OF THE ANNUAL RETURN:
The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - A.
9. BOARD MEETINGS HELD DURING THE YEAR:
During the year Seven Board meetings were held with gap between Meetings notexceeding the period prescribed under the Companies Act 2013.
Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulatedin advance before the date of the meeting thereby enabling the Board to takeinformed decisions.
|Sr. No. ||Date on which board Meetings were held ||Total Strength of the Board ||No of Directors Present |
|1. ||30/05/2016 ||5 ||5 |
|2. ||01/07/2016 ||5 ||5 |
|3. ||11/08/2016 ||5 ||5 |
|4. ||03/09/2016 ||5 ||5 |
|5. ||11/11/2016 ||5 ||5 |
|6. ||09/02/2017 ||5 ||5 |
|7. ||30/03/2017 ||5 ||5 |
ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:
|Sr. No. ||Name of Directors ||No. of Meeting Held ||No. of Meeting Attended |
|1. ||Mr. Pradeep Bhutoria ||7 ||7 |
|2. ||Mrs. Sushma Bhutoria ||7 ||7 |
|3. ||Mr. Alpesh R Tripathi ||7 ||7 |
|4. ||Mr. Dipen M Shah ||7 ||7 |
|5. ||Mr. Abhishek P Bhutoria ||7 ||7 |
10. SUBSIDIARY COMPANIES:
The Company does not have subsidiary company joint venture or associate companiesduring the year.
There is no company which has ceased to be Company's subsidiary joint venture orassociate company during the year.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board consists of Executive and Non-executive Directors including IndependentDirectors who have wide and varied experience in different disciplines of corporatefunctioning.
During the year under review Mr. Pradeep R. Bhutoria re-appointed as Managing Directorw.e.f 01.01.2017 for a further period of five (5) yers till 31.12.2021. Mrs. Sushma P.Bhutoria reappointed as Whole Time Director w.e.f 01.04.2017 for a further period of five(5) years till 31 .03.2022.
During the year under review Mr. Gunjan Kothari appointed as company secretary cumcompliance officer of the company and Mr. Sanjay H. Rana appointed as Chief FinancialOfficer of the company w.e.f 11.08.2017.
One Director Mr. Karan Singh Chandalia has been appointed as additional director on theBoard of Director of the company w.e.f 15.05.2017.
Mr. Pradeep Ratanlal Bhutoria Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.
Apart from this there were no changes in the Directors or Key Managerial Personnelduring the year under review.
A brief resume of directors being appointed / re-appointed with the nature of theirexpertise their shareholding in the Company as stipulated under as required underRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed to this Notice of the ensuing Annual General Meeting.
The Company has received necessary declaration from each independent director underSection
149(7) of the Companies Act 2013 that he/she meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.
12. INDEPENDENT DIRECTOR'S FAMILIARIZATION PROGRAMME:
Independent Directors at the time of their appointment are given the formal appointmentletter mentioning various terms and conditions of their engagement. Independent Directorsof the company are made aware of their role duties rights and responsibilitie at thetime of their appointment.
Independent Directors have visited the plants of the company for understanding ofmanufacturing operations and different processes of their plants.
The Board of irectors has complete access to the information within the company and tointeract with senior management personnel. Independent Directors have freedom to interactwith the management of the company.
The Familiarization programme has been conducted during the year under review anddifferent aspects such as legal compliance management corporate governance and role ofindependent directors have been covered in the same.
13. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by separatemeeting held by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.
14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director as also a Policy for remuneration of Directors Key managerial Personnel andsenior management.
15. SEPARATE M ETING OF THE INDEPENDENT DIRECTORS:
The Independent Directors of your Company in a separate meeting held on 27thMarch 2017 to carry out the evaluation for the financial year 2016-17 and inter aliadiscussed the following:
Reviewed the performance of Non-Independent Directors of the Company and theBoard as a whole.
Reviewed the performance of the Chairman of the Company taking into account theviews of Executive Directors and Non-executive Directors.
Assessed the quality quantity and timelines of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonable perform their duties.
All Independent Directors of the Company were present at the Meeting.
a) STATUTORY AUDITORS:
Pursuant to provision of Section 139 of the Act and the rules framed thereunder M/s VS Agarw l & Associates Chartered Accountant were appointed as st tutory auditors ofthe Company from the conclusion of the 30th Annual General Meeting (AGM) of theCompany held on 27th September 2016 till the conclusion of 35th AGMto be held in the year 2021 subject to ratification of their appointment at every AnnualGeneral Meeting.
The observations of the auditors in their report are self-explanatory and therefore inthe opinion of the Directors do not call for further comments.
The notes of the auditors are self explanatory in the nature.
b) SECRETARIAL AUDITORS:
Mr. Amrish N Gandhi Practicing Company Secretaries is appointed to conduct thesecretarial audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 and Rules thereunder. Your Company has received consentfrom Mr. Amrish G Gandhi to act as the auditor for conducting audit of the Secretarialrecord for the financial year ending 31st March 2017. The secretarial audit report for FY2016-17 forms part of the Annual Report as Annexure B' to the Board'sreport.
Directors Response to Secretarial Audit Report:
Your Board of Directors would like to clarify the qualification remarks made inSecretarial Audit Report as under:-
|Qualification/ Adverse Remark ||Explanation : |
|Company has already made the efforts for revocation of Suspension with National Stock Exchange of India Limited (NSE). ||The Company has already submitted necessary documents and is taking sincere efforts for revocation of suspension of equity shares with NSE. |
17. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.
The Company has appointed Mr. Sanwarmal Agarwalla as Internal Auditors of the Company.The Audit Committee in consultation with the internal auditors formulates the scopefunctioning periodicity and methodology for conducting the internal audit. The internalauditors carry out audit covering inter alia monitoring and evaluating the efficacy andadequacy of internal control systems in the Company its compliance with operatingsystems accounting procedures and policies at all locations and submit their periodicalinternal audit reports to the Audit Committee. Based on the internal audit report andreview by the Audit committee process owners undertake necessary actions in theirrespective areas. The internal auditors have expressed that the internal control system inthe Company is robust and effective.
The Board has also put in place requisite legal compliance framework to ensurecompliance of all the applicable laws and that such system are adequate and operatingeffectively.
18. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
19. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013. :
There has been no complaint related to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the year.
20. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT:
At present the company has not identified any element of risk which may threaten theexistence of the company.
The Board has formulated Policy on Risk Management and the same is uploaded on theCompany's website at www.griltarp.com.
21. VIGIL MECHANISM:
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns and irregularities if any in theCompany noticed by them. The same is reviewed by the Audit Committee from time to time.
22. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were atarm's length basis and were in the ordinary course of business. Details on Related PartyTransactions in Form AOC 2 have been enclosed as Annexure - C.
The Board has formulated Policy on Related Party Transactions and the same is uploadedon the Company's website at www.griltarp.com.
23. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this Report and statement of particulars of employees is annexed as Annexure D & E.
24. LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial State ents.
Your Company has not accepted any deposits from the public falling within the purviewof Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014.
26. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm:
a. that in the preparation of the annual accounts for the year ended 31stMarch 2017 the applicable Accounting Standards had been followed along with properexplanation relating to material departures if any;
b. that the directors had selected 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 ended 31stMarch 2017 and of the profit of the Company for that period;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting record in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual accounts/financial statements have been prepared on a going concernbasis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
A statement containing the necessary information on conservation of energy technologyabsorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) ofthe Companies Act 20 13 read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed to this report as Annexure - F.
28. CORPORATE GOVERNANCE:
As per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 report on "Corporate Governance" isattached and forms a part of Directors Report. A Certificate from the Chartered Accountantregarding compliance of the conditions of Corporate Governance as stipulated under theListing Regulation is annexed to this Report.
29. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013:
Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred between theend of the financial year of the Company and date of this report.
31. LISTING OF HARES OF THE COMPANY
The shares of the Company are actively traded on BSE ltd. However equity shares of theCompany are presently suspended on the platform of NSE and Company has take adequate stepsfor the revocation of suspension of equity shares form NSE.
Your Directors express their sincere gratitude for the assistance and cooperationextended by Financial Institutions Banks Government Authority Shareholders SuppliersCustomers and Stakeholders.
Your Directors also wish to place on record their appreciation of the contribution madeby the employees at their level towards achievements of the Companies goals.
| ||By order of the Board of Directors |
| ||For Gujarat Raffia Industries Limited |
| ||Sd/- |
|Date: 27th May 2017 ||Pradeep Bhutoria |
|Place: Santej ||Chairman & Managing Director |
| ||DIN:-00284808 |