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Gujarat Foils Ltd.

BSE: 531410 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE587F01017
BSE LIVE 15:15 | 14 Dec 10.86 0.81
(8.06%)
OPEN

10.88

HIGH

10.88

LOW

10.86

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 10.88
PREVIOUS CLOSE 10.05
VOLUME 70
52-Week high 27.90
52-Week low 9.65
P/E
Mkt Cap.(Rs cr) 9
Buy Price 10.05
Buy Qty 3080.00
Sell Price 10.86
Sell Qty 40.00
OPEN 10.88
CLOSE 10.05
VOLUME 70
52-Week high 27.90
52-Week low 9.65
P/E
Mkt Cap.(Rs cr) 9
Buy Price 10.05
Buy Qty 3080.00
Sell Price 10.86
Sell Qty 40.00

Gujarat Foils Ltd. (GUJARATFOILS) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting to you this 25th Annual Report ofyour Company together with the Audited Accounts for the Financial Year ended on 31stMarch 2017.

FINANCIAL RESULTS

Your Company's financial performance during the year has been summarized below:

Particulars Year Ended 31st March 2017 Year Ended 31st March 2016
Gross Income from Operations 30130.38 47030.73
Less: Excise Duty (1697.03) (1805.41)
Net Income from Operations 28433.35 45225.31
Profit before Depreciation Finance cost and Taxation (453.24) 4430.44
Less: Depreciation and Amortization 815.00 969.61
Profit before Finance cost and Taxation (1268.24) 3460.83
Less: Finance Cost 2793.86 3358.03
Profit before Taxation (4062.10) 102.80
Tax Expense
- Current Tax - -
- Deferred Tax 147.80 258.56
- Earlier Years - -
Profit after Taxation (4209.91) (155.76)

REVIEW OF OPERATIONS/STATE OF COMPANY'S AFFAIRS

During the year under review the Company's Net Income from operations stood at Rs28433.35 Lakhs as compared to Rs 45225.31 Lakhs in the previous year thereby registeringa downfall. Profit before Tax was Rs (4062.10) Lakhs as compared to Rs 102.80 Lakhs . TheCompany has incurred huge loss due to valuation of stock at net realisable value. There isno change in the nature of business during the financial year 2017.

DIVIDEND

In view of huge losses incurred during the year the Board of Directors has notrecommended any Dividend.

SHARE CAPITAL

During the year under review there is no change in the paid-up share capital of theCompany which stands at Rs 3320.18 Lakhs comprising of 8201810 equity shares of Rs 10/-each fully paid up and 25000000 10% Non-Convertible Non-Cumulative Redeemablepreference shares of Rs 10/- each. As on March 312017 97.4% of the total paid-up capitalof the Company stands in the dematerialized form.

TRANSFER TO RESERVES

The Company has proposed not to transfer any amount to General Reserve due to loss inthe Current Year.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of Loans Guarantees and Investments are covered under section 186 ofthe Companies Act 2013 have been discussed in the Notes to the Financial Statements.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits from public andas such no amount on account of principal or interest on deposits from public wasoutstanding as on the date of the Balance sheet.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has formulated a Policy onRelated Party Transactions which is also available on Company's website athttp://www.guiaratfoils.com/investors. The Policy intends to ensure that proper reportingapproval and disclosure processes are in place for all transactions between the Companyand Related Parties.

No Related Party Transactions were entered during the year under review by the Company.Accordingly the disclosure of Related Party T ransactions as required under Section134(3) (h) of the Companies Act 2013 in Form AOC -2 is not applicable.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company Joint Venture and Associate Company.

DIRECTORSRs 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 the annual accounts for the year ended 31st March2017 the applicable accounting standards have been followed and there are no materialdepartures;

b. They have selected such accounting policies and applied them consistently and madeiudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year as on 31stMarch 2017 and of the profit/loss of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 andsuch internal financial controls are adequate and operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory Costand Secretarial Auditors and the reviews performed by management and the relevant Boardcommittees including the Audit Committee the Board is of the opinion that the Company'sInternal Financial Controls were adequate and effective during the financial year 2016-17.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Mr. Abhay Lodha (DIN 00052194) Director of the Company is liable to retire byrotation at ensuing Annual General Meeting and being eligible offers himself forre-appointment.

2. Mr.Prasenjit Promode Datta (DIN 00013414) Whole Time Director of the Companyresigned with effect from 7th February 2017 due to his personal and pressing needs.

3. At the meeting held on 7th February 2017 the Board on recommendation of Nominationand Remuneration Committee appointed Mr. Kamal Kishore Indoria as Additional Director andat the same meeting he has been appointed as Whole Time Director of the Company subjectto approval of the members at the ensuing Annual General Meeting.

Proposal to appoint Mr. Kamal Kishore Indoria as Whole Time Director forms part ofNotice of ensuing Annual General Meeting.

All Independent Directors of the Company have given declarations under Section 149(7)of the Act that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. Kamal Kishore Indoria Whole Time Director Mr. Jitendra Jain ChiefFinancial Officer and Mr. Rahul Singh Company Secretary.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board were held during the year. For details of the meetings ofthe Board please refer to the Corporate Governance Report which forms part of thisreport.

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 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

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.

POLICY ON DIRECTORSRs APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on DirectorsRs appointment including criteria for determiningqualifications positive attributes and independence of a director as well as policyrelating to remuneration of Key Managerial Personnel and other employees and other mattersprovided in Section 178(3) of the Act is available on Company's website athttp://www.guiaratfoils.com/investors.

AUDIT COMMITTEE AND VIGILANCE MECHANISM

The Audit Committee comprises of Mr. Satish Chandra Gupta Mr. Viresh Shankar Mathurand Mr. Jagnnath Pandharinath Dange. The other details pertaining to Audit Committee areincluded in the Corporate Governance Report which forms part of this report. There hasbeen no instance of non-acceptance of recommendation of Audit Committee by the Board.

The Board of Directors has established vigil mechanism in the form of Whistle BlowerPolicy to enable directors and employees to make written Protected Disclosures (as definedin the policy) to the Vigilance Officer of the Company or to the Chairman of the AuditCommittee in exceptional cases for investigation. The policy provides for adequateprotection for whistle blowers and victimization of complainants and also provides forinitiation of disciplinary or corrective action. This functioning of vigil mechanism isperiodically reviewed by the audit committee. Your Company has posted the Vigil Mechanism/Whistle Blower Policy on its website http://www.guiaratfoils.com/investors.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s H.R. Agarwal & Associates Chartered Accountants were appointed as StatutoryAuditors of the Company (having Firm Registration no. 323029E) from the conclusion of the22nd Annual General Meeting of the Company held on 29th September 2014 tillthe conclusion of the 27th Annual General Meeting to be held in the year 2019subject to ratification of their appointment at ensuing Annual General Meeting.

COST AUDITORS

Pursuant to Section 148(3) of the Companies Act 2013 the Board of Directors on therecommendation of the Audit Committee had appointed M/s S. K. Agarwal & AssociatesCost Accountants as the Cost Auditors of the Company for the Financial Year 2016-2017 forconducting the audit of cost records.

The Board of Directors has re-appointed M/s. S. K. Agarwal & Associates as CostAuditors for the Financial Year 2017-18 to conduct the audit of cost record and they haveconfirmed that their appointment is within the limits of section 141(3) (g) of theCompanies Act 2013 and have also certified that they are free from any disqualificationsspecified under Section 148(5) read with Section 139 and Section 141(3) of the CompaniesAct 2013. Their remuneration approved by the Board is recommended for ratification bythe member at the ensuing Annual General Meeting.

SECRETARIAL AUDITORS

During the year Secretarial Audit was carried out by M/s. Umesh Ved & AssociatesCompany Secretaries and Secretarial Auditor of the Company for the financial year 2016-17.Secretarial Audit Report as required under the provisions of Section 204 under theCompanies Act 2013 is annexed herewith as Annexure A and the report of the Auditor isself-explanatory.

AUDITORSRs OBSERVATIONS

The observations in the Auditors Report read with notes to accounts at appropriateplace are self-explanatory.

As regards to the observations of Secretarial Auditor with regard to the late filing ofcouple of forms the directors hereby confirm that the default made was only of technicalnature and the default has been made good by filing the respective forms with additionalfiling fees.

RISK MANAGEMENT

The Company has the risk assessment and mitigation procedures in place and the samehave been laid before the Board members from time to time.

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Corporate Social Responsibility (CSR) Policy in compliancewith section 135 of the Companies Act 2013 and the said policy may be accessed on thewebsite of the Company http://www.guiaratfoils.com/investors. The annual report on theCorporate Social Responsibility (CSR) Policy of the Company as per format prescribed inthe Companies (Corporate Social Responsibility Policy) Rules 2014 is appended asAnnexure B to this Report.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure C in the prescribed Form MGT-9 which forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE AUTHORITY

There are no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of the report.

PARTICULARS OF EMPLOYEES

The employer employee relations remained cordial throughout the year. The Board placeson record its sincere appreciation for the valuable contribution made by employees acrossall levels of the organization.

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure D to thisReport.

During the year under consideration there were no employees whose particulars arerequired under provisions of Section 197 of the Companies Act 2013 and Rule 5(2) &5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been constituted to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. There was no complaint received from any employeeduring the financial year 2016 -17 and hence no complaint is outstanding as on 31st March2017 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 adetailed report on Corporate Governance duly certified regarding compliances of itsconditions by the Statutory Auditors M/s H.R. Agarwal & Associates CharteredAccountants is presented in a separate section forming part of the Annual Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be disclosed under section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is appended as Annexure E to thisReport.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation for InvestorsShareholders and Employees of the Company for their continued support towards conduct andoperations of the Company.

Your Directors also wish to express their sincere gratitude to the Union Government andthe Government of various States as also to all the Government agencies Banks FinancialInstitutions Customers Vendors and other related organizations who through theircontinued support and cooperation have contributed towards the Company's growth andprogress during the year under review.

For and on behalf of the Board of Directors
Sd/-
Place: Mumbai ABHAYNARENDRALODHA
Date: 29th May 2017 CHAIRMAN
DIN 00052194