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Gagan Polycot India Ltd.

BSE: 531196 Sector: Others
NSE: N.A. ISIN Code: INE297L01011
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NSE 05:30 | 01 Jan Gagan Polycot India Ltd
OPEN 1.55
PREVIOUS CLOSE 1.54
VOLUME 4129
52-Week high 3.45
52-Week low 1.31
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.55
CLOSE 1.54
VOLUME 4129
52-Week high 3.45
52-Week low 1.31
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gagan Polycot India Ltd. (GAGANPOLYCOT) - Director Report

Company director report

To The Members

The Directors of the Company take pleasure in presenting their 33rd AnnualReport together with the annual audited financial statements for the financial year endedMarch 31 2021.

FINANCIALRESULTS

The summary of the Company's financial performance for the financial year 2020-21 ascompared to the previous financial year 2019-20 is given below: (Amt in lacs)

Particulars Year Ended 31/03/2021 Year Ended 31/03/2020
Income 344.11 241.09
Less: Expenses 362.27 579.89
Less: Depreciation 15.30 24.18
Exceptional Items - -
Profit after Depreciation & Interest (33.46) (362.97)
Provision for Taxation - -
Provision for Tax (deferred) 0.62 0.15
Profit after Tax (32.84) (363.13)
Net profit / (Loss) (32.84) (363.13)
Balance carried to Balance Sheet (32.84) (363.13)

HIGHLIGHTS

During the year your Company has income of Rs. 344.11 Lacs including other income ascompared to Rs.241.09 Lacs in the previous year. The Net Loss after tax was Rs. 32.84 Lacsagainst the Net loss of Rs. 363.13 Lacs in the previous year. Also during the yearCompany had sold its registered office and repaid its bank liabilities. Also Company hadchanged its registered office to Sudar nagar Waliv Vasai East.

GENERAL RESERVES

During the year the Company has not proposed to transfer any amount to the GeneralReserve of the Company.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

This MD & A provides analysis of the operating performance of the Company's twobusiness segments as well as a discussion of cash flows the impact of risks and outlookfor the business Additional information about the Company which is appended as Annexure Ito this Report.

This discussion and analysis is the responsibility of management. The Board ofDirectors carries out its responsibilities for review of this disclosure principallythrough its Audit Committee comprised exclusively of independent Directors. The AuditCommittee has reviewed and approved this disclosure and it has also been approved by theBoard of Directors.

The management of the Company is presenting herein the overview opportunities andthreats initiatives by the Company and overall strategy of the Company and its outlookfor the future. This outlook is based on management's own assessment and it may vary dueto future economic and other future developments in the country.

SEGMENT-WISE PERFORMANCE

The Company operates in single segments i.e. manufacturing business.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

We maintain adequate internal control systems commensurate with the nature of businesssize and complexity of its operations. We have well-established processes guidelines andprocedures to augment the internal controls. This coupled with adequate internalinformation systems ensures proper information flow for the decision-making process. Theinternal control system is designed to ensure maintenance of proper accounting controlsmonitoring of operations protection and conservation of assets and compliances withapplicable laws and regulations. These controls ensure that financial and other recordsare reliable for preparing financial statements and other information.

We also address any issues identified by regulatory inspection teams very diligentlyand report the same to the Board of Directors and the regulators.

HUMAN RESOURCES

During the year under review HR continued to undertake initiatives towardsdevelopment enhancement and retention of workforce. Your Company strongly believes thatemployees are central to the Company's transformation agenda and that it is important tobuild capabilities of employees to handle both current and future needs. During the yearthe Company worked extensively on identifying the needs of employees across all categoriesand level. The Company has built a young and vibrant team of qualified and competentprofessionals to meet the emerging business challenges and market competition.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company'sobjective projections and estimates are forward looking statements and progressivewithin the meaning of applicable security laws and regulations. Actual results may varyfrom those expressed or implied depending upon economic conditions Government Policesand other incidental/related factors.

CREDIT RATING

The Company is not required to obtain any credit rating from any credit ratingagencies.

REPORTING OF FRAUD

The Auditors have not reported any fraud as specified under Section 143(12) of theCompanies Act 2013 other than those which are reportable to the Central Government.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.

During the Financial Year 2020-2021 your Company has complied with applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

DIVIDEND

In order to conserve the resources your Directors are unable to declare any dividends.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Provisions of Sec.125 (2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year under review there is no such change in the Company.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

There are no significant and material orders passed by the Regulators or courts ortribunals impacting the going concern status and Company's operations in future.

During the year under review there were no cases filed under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

DETAILS OF HOLDING / SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company does not have any Holding/Subsidiary/Joint Ventures/ Associate as on March31 2021. However Company is Associate Company of Lien Trading Private Limited as on March31 2021.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board during the year was as per the provisions of Regulation17(1) of Listing Regulation read with the Companies Act 2013. During the year underreview Mr. Prajwal Patel- Whole-time Director (DIN: 06389797) had resigned from the postof Directorship w.e.f. 31st March 2021. The Board places on recordappreciation for guidance and services provided by him to the company during his tenure.

Mr. Rupam Dukulchandra Chitalia (DIN: 06532758) Mr. Jayshri Shankar Tedginkeri (DIN:08109906) & Shailesh Gangaram Muknak (DIN: 08480694) continues to be the Non-Executive Independent Director of the Company. The Directors have given the declaration tothe Board that they met the criteria of independence as provided under Section 149(6) ofthe said Act and also confirmed that they will abide by the provisions as mentioned inSchedule IV of the Companies Act 2013.

Pursuant to Section 152 of the Companies Act 2013 Mr. Ketu Parikh (DIN: 00185343)Managing Director retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Board has recommended his re-appointment.

Pursuant to the provisions of Section 203 of the Act the Key managerial personnel ofthe Company are- Mr. Ketu Parikh Chairman cum Managing Director & Chief FinancialOfficer and Ms. Pooja Gohel Company Secretary & Compliance officer of the Company.

AUDITORS

Statutory Auditors:

M/s. PMPK & Company Chartered Accountants Mumbai having RegistrationNumber.019681N Statutory auditors of the Company were appointed in 31st AnnualGeneral Meeting held in the FY 2018-2019 for a period of 5 years till the conclusion ofthe 36th Annual General Meeting.

However casual vacancy occurred due to resignation of M/s. PMPK & Company asStatutory Auditors of the Company the Board of Directors has recommended appointment ofM/s. Singhal Gupta & Co. LLP as Statutory Auditors of the Company subject toshareholders approval in the ensuing Annual General Meeting of the Company.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. Aditya Shah & Associates Practicing Company Secretary Mumbai (MemNo.58883- & COP No.22912) to undertake the Secretarial Audit of the Company for thefinancial year 2020-2021. The Company has provided all the assistance and facilities tothe Secretarial Auditor for conducting their audit. Report of Secretarial Auditor for theFY 2020-2021 in Form MR-3 is annexed to this report as Annexure II.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS MADE BYAUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditors' Report to the members on the Accounts of the Company for thefinancial year ended 31st March 2021 contains below qualifications reservations oradverse remarks:

1. As per Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 Company is required to appoint Internal Auditor however Companyhas not appointed Internal Auditor for the year ended March 2021.

Management Representation on Statutory Auditor's qualification:

1. The Company is in process of searching a suitable candidate for the post of InternalAuditor as required under Section 138 of Companies Act 2013.

The Secretarial Audit Report contain below qualifications reservation or adverseremark from Secretarial Auditor.

1.The Company has not appointed Internal Auditor as per Section 138(1) of CompaniesAct 2013;

Management Representation on Auditor's qualification:

1. The Company is in process of searching a suitable candidate for the post of InternalAuditor as required under Section 138 of Companies Act 2013.

CORPORATE GOVERNANCE CERTIFICATE

The provisions of Regulation 17 to 27 Regulation 46 (2) (b) to (i) and Schedule V ParaC D and E of SEBI LODR Regulations 2015 is not applicable to the Company.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. The copies of Code ofConduct as applicable to the Executive Directors (including Senior Management of theCompany) and Non-Executive Directors are uploaded on the website of the Companywww.gaganpolycot.in.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company familiarizes its Directors including independent directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through on variousprograms.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in this regardand the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act 2013 readwith rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014:

a) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 10200000/- per annum or more. Therefore Rule 5(2)(i) ofthe captioned Rules is not applicable. b) None of the employees was employed throughoutthe financial year who was in receipt of remuneration exceeding Rs. 850000/- per month.Therefore Rule 5(2)(ii) of the captioned Rules is not applicable. c) No employee is arelative of any Director or Key Managerial personnel of the Company. Therefore Rule5(2)(iii) of the captioned Rules is not applicable to any employee.

DOCUMENTS PLACED ON THE WEBSITE OF THE COMPANY

The following documents have been placed on the website in the compliance with the Act:Financial Statements of the Company

Details of Vigil mechanism for Directors and employees to report genuine concerns asper proviso to Section 177(10). Latest Announcements Annual Reports Shareholding PatternCode of Conduct Corporate Governance Nomination and Remuneration Policy Policy on RelatedParty Transactions Policy on Material Subsidiary

SHARE CAPITAL

The authorized and paid-up equity share capital of the Company as on 31st March 2021was Rs. 100000000/- divided into 10000000 Equity Shares of Rs. 10/-.

SHARES

a. Buyback of Securities: The Company has not bought back any of the securities duringthe year under review. b. Sweat Equity: The Company has not issued any sweat equity sharesduring the year under review. c. Employee Stock Option Plan: The Company has not providedany stock options to the employees.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.

DIRECTORS'RESPONSIBILITYSTATEMENT

Pursuant to the requirements under Section 134(3) read with Section 134(5) of the Actwith respect to Directors' Responsibility Statement your Directors hereby confirm that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed;

b. appropriate accounting policies have been selected and applied consistently andestimates and judgments made 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 that period;

c. proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

d. the annual accounts have been prepared on a going concern basis; and

e. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNINGS AND OUTGO

In the view of nature of activities which are being carried on by the Company theparticulars as prescribed under Section134(3)(m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to theCompany.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Act and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Nomination and Remuneration Committee of the Boardcarried out the annual evaluation of the performance of the Board as a whole theDirectors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the Nomination and RemunerationCommittee and noted in turn by the Board.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company's policiesand strategy apart from other Board matters. During the financial year 2020-21 Ten Boardmeetings were held on 9th April 2020 8th June 2020 29thJune 2020 20th July 2020 27th July 2020 25thAugust 2020 15th September2020 4th November 2020 10thFebruary 2021 & 8th March 2021. The gap between the two Boards meetingsdid not exceeds 120 days.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013. Theseconfirmations have been placed before and noted by the Board.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company's well-defined organizational structure defined authority matrix andinternal financial controls ensure efficiency of operations protection of resources andcompliance with the applicable laws and regulations. Moreover the Company continuouslyupgrades its systems and undertakes review of policies. The internal financial control issupplemented by extensive internal audits regular reviews by management and standardpolicies and guidelines to ensure reliability of financial and all other records toprepare financial statements and other data. The Audit Committee of the Board reviewsinternal audit reports given along with management comments. The Audit Committee alsomonitors the implemented suggestions.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on 31st March 2021 comprises of Four members namelyMr. Ketu Parikh Mr. Rupam Chitalia Mrs. Jayshree Tedginkeri & Mr. Shailesh Muknak.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The Vigil Mechanism Policy has been uploaded on the websiteof the Company at www.gaganpolycot.in

During the financial year 2020-21 no cases under this mechanism were reported in theCompany and any of its subsidiaries / Associates.

RISK MANAGEMENT POLICY

The Company has a well-defined risk management frame work in place. The details of therisks faced by the Company and the mitigation thereof are discussed in detail in theManagement Discussion and Analysis report that forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company does not have the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more a net profit of Rs. 5 Crores or more during the financial yearor Section 135 of the Companies Act 2013 relating to

Corporate Social Responsibility is not applicable and hence the Company need not adoptany Corporate Social Responsibility Policy.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirement under section 92(3) and Section 134(3) of the Act read withRule 12 of Companies (management and administrative) Rules 2014 an extract of Annualreturn is placed on website of the Company and the web address is www.gaganpolycot.in

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act 2013 and Listing Regulations thecompany has formulated a Policy on Related Party Transactions as approved by the Board ofDirectors which is also available on the Company's website and the same is considered forthe purpose of identification and monitoring Related Party transactions.

The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in Section 188(1) of the Companies Act 2013 as prescribed in FormAOC-2 are appended as Annexure III.

BOARD COMMITTEES

Your Company has following Committees of Board viz 1. Audit Committee 2.Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee

Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided on the website of the Company.

AUDIT COMMITTEE

The Company in compliance with Section 177 of the Companies Act 2013 read withapplicable provisions thereof. Further the Company is not required to comply withRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended asAnnexure IV to this Report. The web address where the policy is uploaded iswww.gaganpolycot.in

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.

During the Financial Year 2020-2021 your Company has complied with applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013 and accordingly such accountsare not made and maintained by the Company.

LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company continue to remain listed on Bombay Stock ExchangeLtd. The Company has paid the listing fees as payable to the BSE Ltd. for the financialyear 2020-2021.

ACKNOWLEDGEMENTS

The Directors express their sincere gratitude to the BSE Limited Ministry of FinanceMinistry of Corporate Affairs Registrar of Companies National Securities DepositoryLimited other government and regulatory authorities financial institutions and thebankers of the Company for their ongoing support.

The Directors also place on record their sincere appreciation for the continued supportextended by the Company's stakeholders and trust reposed by them in the Company. TheDirectors sincerely appreciate the commitment displayed by the employees of the Companyresulting in satisfactory performance during the year.

For Gagan Polycot India Limited

Sd/-

Ketu Parikh

Chairman cum Managing Director & CFO

DIN: 00185343

Date: 03.09.2021

Place: Vasai

.