GUJCHEM DISTILLERS INDIA LIMITED
Your Directors are pleased to present herewith the 77th Annual Report together with theAudited Statement of Accounts for the year ended on 31st March 2016.
The operating results of the Company for the year ended on 31st March 2016 are brieflyindicated below:
| || ||(Rs. in Lacs) |
| ||2015-2016 ||2014-2015 |
| ||Rs. ||Rs. |
|Profit (Loss) before depreciation and others: ||(32.98) ||(38.24) |
|Less: Depreciation and amortization ||8.18 ||8.18 |
|Profit/(Loss)before extra ordinary item ||(41.16) ||(46.42) |
|Extra ordinary Item ||372.47 ||- |
|Less : Provision for Income Tax ||137.00 ||- |
|Profit/ Loss for the year ||194.31 ||(46.42) |
|Surplus in the statement of Profit & Loss Account brought forward ||139.99 ||186.41 |
|Balance of surplus carried forward ||334.30 ||139.99 |
Your Directors regret their inability to recommend dividend for the year under review.
TRANSFER TO RESERVE:
During the year the Company has not transferred any amount to Reserves.
OPERATIONS / STATE OF COMPANYS AFFAIRS:
During the year under review your Company achieved gross revenue of Rs. 29.81 Lac(previous year Rs.
36.16 Lac) and has earned net profit of Rs. 194.31 Lac (Previous year loss of Rs. 46.41Lac) including extra ordinary item and after providing Depreciation and Amortization ofRs. 8.18Lac (Previous year Rs. 8.18 Lac).
PERFORMANCE OF THE COMPANY & FUTURE PROSPECTS:
The managerial of the company is considering and exploring possibility to undertake thebusiness activities related in the field of chemicals and other auxilliaries.
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 norto spend any amount in CSR Activity.
Smt. Devika Navnitlal has tendered her resignation from the office of the Director ofthe Company w.e.f. 5th November 2015 and Shri Jagatbhai D. Shah has also tendered hisresignation from the office of Director of the Company w.e.f. 1st February 2016 on accountof their pre-occupany. The Board wishes to place on record its sincere appreciation forthe services rendered by them during their tenure.
The Board appointed Shri Tapan Chokshi as an Additional Director of the Company w.e.f.30th January 2016 and Mrs. Sachi Parikh as an Additional Director of the Company w.e.f.9th February 2016. Necessary resolutions for their appointment as Independent Directorsis proposed at ensuing Annual General Meeting. The Board recommends to pass theresolution.
During the year under review Mrs. Manali Shah has been appointed as a Company Secretaryof the Company w.e.f. 12th August 2015
EXTRACT OF THE ANNUAL RETURN:
Extract of the Annual Return as on 31st March 2016 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 for the financial year 2015-16 theapplicable accounting standards have been 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 profitof the 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 Six (6) times. The details of the BoardMeetings are provided in the Corporate Governance Report which is annexed to the Report.
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.
PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDEPENDENT DIRECTORS:
Pursuant to the provisions of Companies Act 2013 and Rules made thereunder read withthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 / Clause 49of listing agreement and on recommendation of Nomination and Remuneration Committee (NRC)the Board of Directors of the Company has laid down the criteria for evaluation of its ownperformance its Committees and individual Directors including Independent Directors.
The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated.
The performance evaluation of the Chairperson and the Non-Independent Directors wascarried out by the Independent Directors. The Directors expressed their satisfaction withthe evaluation process.
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 2015-16 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 or other observations or remarks of the SecretarialAuditors in the Report issued by them for the financial year 2015-16 which call for anyexplanation from the Board of Directors.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:
The Company has not entered into any Related Party Transaction falling within thepurview of Section 188 of the Companies Act 2013 and the rules framed there under. Hencethe Company is not required to report under this head. The Board has approved policy onRelated party transactions & the same has been uploaded on the website 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 Companys policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial disclosures etc. The managementis taking further 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 and Listing Agreement entered with the Stock Exchanges. The Riskmanagement Policy is designed to safeguard the organization from various risks throughtimely 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.
M/s. Sharp & Tannan Chartered Accountants (FRN: 109982W) Statutory Auditors ofthe Company retires at the forthcoming Annual General Meeting and being eligible offersthemselves for re-appointment. The Board recommends their re-appointment at the ensuingAnnual General Meeting.
There Auditors Report to the Shareholders for the year under review does notcontain any qualifications / observations.
COMPOSITION OF AUDIT COMMITTEE:
For details kindly refer the Corporate Governance Report annexed 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 Companys 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 in below:
|(A) Conservation of energy- || |
|(i) the steps taken or impact on conservation of energy; ||Since there is no activity carried out during the year there is nothing to be reported by Company here. |
|(ii) the steps taken by the company for utilizing alternate sources of energy; || |
|(iii) the capital investment on energy conservation equipments || |
|(B) Technology absorption- || |
|(i) the efforts made towards technology absorption; ||Since there is no activity carried out during the year there is nothing to be reported by Company here. |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution || |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:- || |
|(a) the details of technology imported; || |
|(b) the year of import || |
|(c) whether the technology been fully absorbed || |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; || |
|(iv) the expenditure incurred on Research and Development ||NIL |
(C) 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:
The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall affect the going concern status of theCompanys operations.
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 Board acknowledge with thanks the overall support extended by the shareholdersemployees and other stakeholders.
| ||For and on behalf of Board |
| ||FOR GUJCHEM DISTILLERS INDIA LIMITED |
|Date : 26th May 2016 ||H M Tapan Chokshi |
| ||EM ANISH |
|Place : Ahmedabad ||Managing Director Director |