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Gujarat Cotex Ltd.

BSE: 514386 Sector: Others
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Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.20
Sell Qty 1000.00
OPEN 4.39
CLOSE 4.19
52-Week high 5.25
52-Week low 3.04
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.20
Sell Qty 1000.00

Gujarat Cotex Ltd. (GUJCOTEX) - Director Report

Company director report

Dear members

Your Directors have pleasure in presenting their Annual Report together with theAudited Statement of Accounts for the year ended on 31st March 2015.

1. Financial Summary and Highlights:

For the year ended 31st March

Particulars 2015 2014
Profit for the year before Interest Depreciation and Tax 1431881 1232414
Depreciation 315181 833825
Provision for taxation - -
Balance brought forward from previous year - -
Provision for Dividend - Equity Shares - -
Balance carried forward to Balance Sheet 1116700 398589

2. Transfer to Reserves:

For the financial year ended 31st March 2015 the Company had not transferany sum to Reserves. Therefore your Company proposes to retain the entire amount ofprofit to Profit and Loss Accounts of the Company.

3. Dividend:

In view of inadequate profits directors do not recommend any dividend for the yearended 31st March 2015.

4. Management Discussion and Analysis Report:

The Report on Management Discussion and Analysis Report as required under clause 49 ofthe Listing Agreement is included in this Report. Certain statements in the said reportmay be forward looking. Many factors may affect the actual results which could bedifferent from what the Directors envisage in terms of the future performance and outlook.

5. Operations and State of affairs of the Company:

The Company has revenues from operations of Rs. 37846062 for the year under review ascompared to Rs.78818150 for the previous year. The Company has made Net Profit of Rs.1116700 for the year under review as compared To Rs. 398589 for the previous year.

The Directors proposes to diversify the activities in the real estate and relatedactivities and the same shall be started on a small basis during current year.

6. Subsidiaries Associates and Joint Ventures:

For the Financial ending on 31st March 2015 The Company does not have anysubsidiaries Associates and Joint Ventures.

7. Directors:

For the year ending on 31st March 2015 The Board of Directors consist of 4Promoter Directors and 3 Non-Executive Independent Directors. The Chairman of the Board isan Executive Director. There is no change in the constitution of Board during the yearhowever Mr. Umesh Dangarwala has resigned as Director during the current year. Mr. BhavikShah was appointed as a additional Director to look after the new area of real estateactivities.

8. Key Managerial Personnel:

Following are the Key Managerial Personnal of the Company:

1. Mr. Shailesh Parekh - Managing Director

2. Mr. Nehal Shah - Chief Financial Officer

3. Ms. Priti Bajaj - Company Secretary

9. Meetings of the Board:

Five (5) Board Meetings were held during the financial year ended 31st March 2015. Thedetails of the Board Meetings with regard to their dates and attendance of each of theDirectors thereat have been provided in the Corporate Governance Report.

10. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as provided in sub-section (6) of Section 149 ofthe Companies Act 2013.

11. Performance Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreements the Board has carried out the annual performance evaluation of the Directorsindividually as well as evaluation of the working of the Board and of the Committees ofthe Board by way of individual and collective feedback from Directors.

12. Audit Committee:

As on 31st March 2015 the Audit Committee consists of all IndependentDirectors with Mr. Umesh Dangarwala as Chairman and Mr. Shailesh Parekh and Mr. TarunSolanki as members. The Committee interalia reviews the Internal Control System andreports of Internal Auditors and compliance of various regulations. The Committee alsoreviews at length the Financial Statements before they are placed before the Board.

13. Vigil Mechanism:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andListing Agreements a Vigil Mechanism or ‘Whistle Blower Policy’ for directorsemployees and other stakeholders to report genuine concerns has been established.

14. Corporate Social Responsibility:

The Company do not have adequate turnover or profits nor infrastructure to commence CSRactivities in true spirit therefore the Directors have decided to undertake CSR activitiesonly after achieving adequate profitability.

15. Policy on Nomination and Remuneration:

The contents of Nomination and Remuneration Policy of the Company prepared inaccordance with the provisions of Section 178 of the Companies Act 2013 and Clause 49(IV) of the Listing Agreements are provided in the Corporate Governance Report.

16. Related Party Transactions:

There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm’s length basis and hence there is no information tobe provided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014.

17. Corporate Governance:

The Report on corporate governance as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report. The requisite certificate from Mr. KunjalDalal Practising Company Secretaries confirming compliance with the conditions ofcorporate governance as stipulated under the aforesaid Clause 49 is attached to theReport on corporate governance.

18. Fixed Deposits

For the financial year ended 31st March 2015 the Company has notaccepted/renewed any deposits.

19. Listing of shares:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 514386. The Company confirms that the annual listing fees to the stock exchanges forthe financial year 2015-16 have been paid.

20. Loans Guarantee or Investments:

Details of Loans granted Guarantees given and Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 are notapplicable since the Company has not given any guarantee or made any investment during theYear. The particulars of Investment already made are given in the Schedules attached toFinancial Statements.

21. Auditors:

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. Adil Aibada& Associates Chartered Accountants has been appointed as Statutory Auditors of theCompany. The Auditors have consented to continuous audit in current year.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. K. Dalal & Co. PractisingCompany Secretaries Surat to conduct Secretarial Audit for the F.Y. 2015-16.

The Secretarial Audit Report of M/s. K. Dalal & Co. Practising Company Secretariesfor the financial year ended 31st March 2015 is annexed as Annexure A.

(c) Cost Auditors:

As the Company is not involved in the production of goods so there is no requirementto appoint Cost Auditor for the Company for the Financial year ended on 31stMarch 2015.

(d) Internal Auditors:

The Board of Directors has appointed M/s. M. Kapadia & Co. Chartered Accountantsas Internal Auditors of the Company for the F. Y. 2015-16.

There is no material qualification reservation adverse remark or disclaimer by theStatutory Auditors in their report or by the Secretarial Auditors in their SecretarialAudit Report requiring explanation or comments of the Board.

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

22. Directors’ Responsibility Statement:

In terms of the provisions of Companies Act 2013 the Directors state that:

(a) in preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) the directors have selected such accounting policies as listed in Note Y to thefinancial statements and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give true and fair view of the state of affairs of theCompany at the end of the financial year as on 31st March 2015 and of the profit of theCompany for that period.

(c) the directors have taken proper and sufficient care for 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 were operatingeffectively.

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

23. Material Changes:

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2015. Further it ishereby confirmed that there has been no change in the nature of business of the Company.

24. Extracts of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014forms part of this report as Annexure B.

25. Conservation of energy Technology Absorption Foreign Exchange earnings and outgo:

The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is not applicable since Company has notcarried out any manufacturing activities during the year.

26. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable since Company do not have any employeedreawing remuneration requiring disclosure under relevant rules.

On behalf of the Board of Directors

Shailesh J. Parekh Chetan S. Paekh
22nd June 2015 Managing Director Director
Gujarat Cotex Limited (DIN:01246270) (DIN:01246220)
Regd. Office: Cassia-702 Garden City
Opposite Samarvani Panchayat Khanvel Road Silvassa.
Corporate Office: 2007 Shankar Plaza
Besides Surat People’s Bank
Timliyawad Nanpura Surat.
Tel: 0261-2471788 Fax: 0261-2463238
Web: Email:
CIN: L17119DN1996PLC000116

Annexure –A


For The Financial year Ended 31st March 2015

[Pursuant to section 204(1)of the Companies Act2013 and Rule No.9 of the Companies (Appointmentand Remuneration Personnel) Rules 2014]


The Members Gujarat Cotex Limited

Cassia-702 Garden City Opp. Samarvani Panchayat Khanvel Road Silvassa Dadar NagarHaveli 396230

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Gujarat Cotex LimitedCIN: L17119DN1996PLC000116 (hereinafter called "the Company"). Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute 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. I hereby report that in our opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed here under and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by Gujarat Cotex Limited for the financial year ended on 31stMarch 2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act1999 and the rules and regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of IndiaAct1992 (‘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)Regulations1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements)Regulations 2009;

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

I have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with the Stock Exchanges.

I have relied on the representation made by the Company and its Officers for systemsand mechanism formed by the Company for compliance under other applicable Acts Laws andRegulations to the Company. I report that the Company has substantially complied with theprovisions of those Acts that are applicable to Company.

During the year under review provisions of the following regulations were notapplicable to the Company:

i. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

ii. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;

iii. The securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

iv. Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to Board and general meetings.

I 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 period under review werecarried out in compliance with the provisions of the Act

Adequate notice is given to all directors to schedule the Board Meetings agendahowever detailed notes on agenda were circulated during the meeting and a system existsfor seeking and obtaining information and clarifications on the agenda items in advancefor meaningful participation at the meeting. Decisions at the Board Meetings asrepresented by the management were taken unanimously.

I further report that as per the explanations given to us and the representation madeby the Management and relied upon by us there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

I further report that during the audit period there was no specific event/ actionhaving a major bearing on the Company’s affairs in pursuance to the Laws rulesregulations guidelines etc. referred to above Except that (1) the advertisement underthe Companies Act 2013 and the Listing Agreements of Stock Exchanges have not beenpublished in News Papers.(2) The Company has a practice of sending notice of Board Meetingand general Meeting by hand delivery or ordinary post and therefore the dispatch of noticecould not be confirmed. (3) Company has not filed annual Return for year 2014 as on dateof this report.

For K.Dalal & Co.
Company secretaries
Kunjal Dalal
Place : Surat Proprietor
Date : 22nd June 2015 FCS No. 3530 CP No. 3863

‘Annexure A’


The Members

Gujarat Cotex Limited

Cassia-702 Garden City Opp. Samarvani Panchayat Khanvel Road Silvassa Dadar NagarHaveli 396230

My 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. My responsibility is to express an opinion on the secretarial records based on myaudit.

2. I have followed the audit practices and 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. I believe that the processes and practices we followed provide areasonable basis for our opinion.

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

4. Wherever required I 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. My 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 K.Dalal & Co.
Company secretaries
Kunjal Dalal
Place : Surat Proprietor
Date : 22nd June 2015 FCS No. 3530 CP No. 3863