GUJCHEM DISTILLERS INDIA LIMITED
Your Directors present herewith the 78th Annual Report together with the AuditedStatement of Accounts for the year ended on 31st March 2017.
The operating results of the Company for the year ended on 31st March 2017 are brieflyindicated below:
| || ||(Rs. in Lacs) |
| ||2016-2017 ||2015-2016 |
| ||Rs. ||Rs. |
|Profit (Loss) before depreciation & Extra ordinary item ||(37.01) ||(32.98) |
|Less: Depreciation and amortization ||8.12 ||8.18 |
|Profit/(Loss)before extra ordinary item ||(45.13) ||(41.16) |
|Extra ordinary Item || ||372.47 |
|Less :Current tax || ||137.00 |
|Income tax of earlier years ||1.24 || |
|Profit/ (Loss) for the year ||(46.37) ||194.31 |
|Surplus in the statement of Profit & Loss Brought forward ||334.31 ||139.99 |
|Balance of surplus carried forward ||287.93 ||334.31 |
In view of losses your Directors regret their inability to recommend dividend for theyear under review.
TRANSFER TO RESERVE:
During the year under review the Company has not transferred any amount to Reserves.
OPERATIONS / STATE OF COMPANY'S AFFAIRS:
During the year under review there was gross revenue of Rs. 35.38 Lakhs (previous yearRs. 29.80 Lakhs) and has incurred net loss of Rs. 46.37 Lakhs (Previous year profit ofRs.194.31 Lakhs) including extra ordinary item after providing Depreciation of Rs. 8.12Lakhs (Previous year Rs. 8.18 Lakhs).
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
There were no material changes affecting the financial position of the Company occurredbetween the end of financial year to which the statement relates and the date ofDirectors' Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussions & Analysis Report forms part of the Corporate Governancereport annexed to this report.
The Company has not accepted or renewed any deposits from public falling within thepurview of Section 73 of Companies Act 2013 during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall under the criteria mentioned in the provision of Section 135of the Companies Act 2013 read with the Companies (Corporate Social Responsibility)Rules 2014 and accordingly the Company is not required to constitute CSR Committee noris it required to spend any amount in CSR Activity.
In accordance with Section 152 of the Companies Act 2013 and Rules framedthereunderSmt. Hem Manish (holding DIN: 01428688) retires by rotation and beingeligible offers herself for re-appointment. Shri Shashikant D. Pandya (holding DIN:01672981) being eligible has been proposed to be re-appointed as an Independent Directorfor further term of five years w.e.f. 1st April 2017.
Necessary resolution for his appointment as an Independent Director is proposed at theensuing Annual General Meeting.
The Board recommends passing the proposed resolutions.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149 (6) of the Companies Act 2013read with Rules framed there under and under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
EXTRACT OF THE ANNUAL RETURN:
Extract of the Annual Return as on 31st March 2017 in the prescribed form MGT - 9pursuant to provisions of Section 92(3) of the Companies Act 2013 and the Companies(Management and Administration) Rules 2014 is annexed to this report as Annexure I.
CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report with Auditors' certificate thereon is attached as AnnexureII forming part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect tothe Directors' responsibility Statement the Directors Confirms that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. 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 the end of the financial year and of the loss ofthe Company for the financial year;
iii. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS:
During the year the Board of Directors duly met Four (4) times. The details of theBoard Meetings are provided in the Corporate Governance Report which is annexed to theReport.
PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and Rules framed thereunder readwith the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 formalannual evaluation is to be made by the Board of its own performance and that of itsCommittees and Individual Directors. The Board after taking into consideration thecriteria of evaluation laid down by the Nomination and Remuneration Committee in itspolicy such as Board Composition level of involvement performance of duties attendanceetc. had evaluated its own performance the performance of its committees and IndependentDirectors (excluding the Director being evaluated).
The performance evaluation of the Managing Director & Non-Independent Directors wasalso carried out by the Independent Directors. The Directors expressed their satisfactionwith the evaluation process and performance of the Board as a whole.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
Pursuant to the requirements of Section 134 and 178 of the Companies Act 2013 thepolicy on appointment of Board Members and policy on remuneration of the Directors KMPsand other employees is attached as Annexure III to this report.
SECRETARIAL AUDIT REPORT:
M/s. Parikh Dave & Associates Practicing Company Secretaries were appointed asSecretarial Auditors of the Company for the financial year 2016-17 pursuant to theprovisions of Section 204 of the Companies Act 2013. The Secretarial Audit Reportsubmitted by them in prescribed form MR-3 is attached as Annexure IV to thisreport.
There are no qualifications /observations or remarks of the Secretarial Auditors in theReport issued by them for the financial year 2016-17 which call for any explanation fromthe Board of Directors.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:
There were no material Related Party Transactions entered into during the financialyear under review. Hence the Company is not required to report under this head. The Boardhas approved policy on related party transactions & the same has been uploaded on thewebsite i.e. www.gujchemdistillers.com.
DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:
Details pertaining to remuneration and other details as required under Section 197 (12)of the Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure V to this report.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Company has adopted internal control system considering the nature of its businessand the size and complexity of operations. The Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures etc. The management is takingfurther steps to strengthen the internal control system.
RISK MANAGEMENT POLICY:
The Company has structured risk management policy as per the requirements of theCompanies Act 2013. The Risk management Policy is designed to safeguard the organizationfrom various risks through timely actions.
In the opinion of the Board there has been no identification of element of Risk thatmay threaten the existence of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
Details of loans guarantees & investments made if any are disclosed in the notesforming part of Balance Sheet.
Pursuant to the provisions of Section 139 (2) of the Companies Act 2013 the existingStatutory Auditors M/ s. Sharp & Tannan Chartered Accountants (FRN: 109982W) whohave been acting as statutory auditors of the Company since more than ten years cannot bere-appointed as the Statutory Auditors for the year 2017-18.
In view of the said provisions of the Companies Act 2013 the Company has approachedM/s. SHAH KHAKHI and Associates Chartered Accountants Ahmedabad (Firm Registration No.:126506W) for their appointment as Statutory Auditors of the Company. They have consentedto act as the Statutory Auditors of the Company and have also given the confirmation tothe effect that their appointment if made by the Company would be within the limitsprescribed under Section 139 of the Companies Act 2013.
Accordingly a resolution seeking members' approval for their appointment as StatutoryAuditors of the Company for the period of 5 consecutive years from the conclusion of thisAnnual General Meeting till the conclusion of Annual General Meeting to be held in thefinancial year 2022 is proposed. The Board recommends passing of the proposed resolution.
STATUTORY AUDITORS' OBSERVATIONS:
The Statutory Auditors' Report to the Shareholders for the year under review does notcontain any qualifications / observations requiring explanation from the Board ofDirectors.
COMPOSITION OF AUDIT COMMITTEE:
The Board has constituted the Audit Committee in accordance with the provisions ofSection 177 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements Regulations) 2015. The details of Audit Committee are provided in theCorporate Governance report which is attached as an annexure to this report.
VIGIL MECHANISM :
Pursuant to provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 the Board of Directors hadapproved the Policy on Vigil Mechanism/ Whistle Blower Policy. Through this policyDirectors Employees or business associates may report the unethical behaviormalpractices wrongful conduct frauds violations of the Company's code etc. to theChairman of the Audit Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE 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 Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished hereinbelow:
Conservation of energy-
Since there is no activity carried out during the year there is nothing to be reportedby Company here.
Since there is no activity carried out during the year there is nothing to be reportedby Company here.
FOREIGN EXCHANGE EARNINGS AND OUTGO :
There is no foreign exchange earnings or outgo during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there were no significant or material order passed by anyregulatory authority court or tribunal which shall affect the going concern status of theCompany's operations in future.
The Company has maintained cordial relations with the employees of the Companythroughout the year. The Directors wishes to place on record sincere appreciation for theservices rendered by the employees of the Company during the year.
The Company has not received any complaint under The Sexual Harassment of women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
The Board acknowledges with thanks the overall support extended by the shareholdersemployees and other stakeholders.
| || ||For and on behalf of Board |
| ||FOR GUJCHEM DISTILLERS INDIA LIMITED || |
|Date : 31 July 2017 ||HEM MANISH ||Shashikant D. Pandya |
|Place : Ahmedabad ||Managing Director ||Director |
| ||DIN: 01428688 ||DIN: 01672981 |