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Gayatri Tissue & Papers Ltd.

BSE: 512479 Sector: Infrastructure
NSE: N.A. ISIN Code: INE661K01010
BSE 00:00 | 16 Oct Gayatri Tissue & Papers Ltd
NSE 05:30 | 01 Jan Gayatri Tissue & Papers Ltd
OPEN 84.00
PREVIOUS CLOSE 84.00
VOLUME 166
52-Week high 87.70
52-Week low 84.00
P/E 182.61
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 87.70
Sell Qty 17.00
OPEN 84.00
CLOSE 84.00
VOLUME 166
52-Week high 87.70
52-Week low 84.00
P/E 182.61
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 87.70
Sell Qty 17.00

Gayatri Tissue & Papers Ltd. (GAYATRITISSUE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 33rd Annual Report together with AuditedStatements of Accounts for the year ended 31st March 2019.

Financial Results:

Your Directors are happy to report the operational results of the Company for the yearended 31st March 2019 the details of which are as under:

Rs. In Lakhs

Particulars 2018-2019 2017-2018
Gross Income 241.00 224.54
Profit Before Interest and Depreciation 29.55 10.67
Finance Charges --- ---
Gross Profit 29.55 10.67
Provision for Depreciation --- ---
Net Profit Before Tax 29.55 10.67
Provision for Tax 7.61 2.50
Net Profit After Tax 21.94 8.17
Profit brought forward 222.12 213.95
Profit available for appropriation 244.07 222.12
Appropriations:
Transferred to General Reserve --- ---
Surplus carried forwarded to Balance Sheet 244.07 222.12

Review of Operations:

The performance of the Company is in line with the past and achieving the turnover ofRs.241 Lakhs in 2018-2019 registered a growth of 7.33% in sales. The net profits aftertaxes are also increased to Rs 21.94 Lakhs in FY 2018-2019 as against Rs 8.17 Lakhs in theprevious financial year. The company is having balance order book of Rs. 4822 Lakhs as at31st March 2019 and the company is exploring opportunities to increase theorder book.

Events Subsequent to the date of Financial Statements:

There were no changes in the nature of business of the company during the financialyear ending 31st March 2019 .

Dividend:

The Company proposes to retain profits of the current year for company's future plansand developments. Hence your directors have not recommended dividend for the FinancialYear 2018-2019.

Board Meetings :

During the financial year 2018-2019 the Board met Four times on 29.05.201814.08.2018 13.11.2018 and 13.02.2019. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013.

Meetings held and attended:

Name of the Director

Number of Board Meetings

Held Attended
T Indira Reddy 4 4
P Maruthi Babu 4 4
U. Mallikarjuna 4 4
J.N. Karamchetti 4 3

Directors and Key Managerial Personnel:

During the year under review there is no change in the Directors and Key ManagerialPersonnel however after the date of the end of the financial year Mr. G. Murali Krishnawas appointed as Chief Financial Officer of the Company.

Declaration from Independent Directors on Annual Basis:

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).

Composition of the Audit Committee:

S.No. Members of the Audit committee Designation
1 J. N. Karamchetti Chairman
2 Shri. Mallikarjuna Uppara Member
3 Smt. T Indira Reddy Member

Meetings held and attended:

Name of the Director

Number of Board Meetings

Held Attended
T Indira Reddy 4 4
U. Mallikarjuna 4 4
J.N. Karamchetti 4 3

Composition of the Nomination and Remuneration Committee:

S.No. Members of the Audit committee Designation
1 J. N. Karamchetti Chairman
2 Shri. Mallikarjuna Uppara Member
3 Smt. T. Indira Reddy Member

Meetings held and attended:

Name of the Director

Number of Board Meetings

Held Attended
T. Indira Reddy 1 1
U. Mallikarjuna 1 1
J.N. Karamchetti 1 1

Remuneration policy of the company has been disclosed as Annexure - I

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.gtpltd.co.in under investors/Policies link..

Director's Responsibility Statement:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the 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 had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report in Annexure- II and the same has been uploaded onthe website of the Company at www.gtpltd.co.in /investors.html

Auditors:

At the 31st AGM held on September 23 2017 the Members approved appointment of M/s. N GRAO & Associates Chartered Accountants (Firm Registration No. 009399S) as StatutoryAuditors of the Company to hold office for a period of five years from the conclusion ofthat AGM till the conclusion of the 36th AGM.

Secretarial Audit:

Secretarial audit report as provided by Mr. Y Koteswara Rao Practising CompanySecretary is annexed to this Report as Annexure- III

Qualifications in Audit Reports:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made:

(a) by the Statutory Auditor in their report;

As there are no any qualifications in the Auditors Report there are no comments by theBoard of Directors.

(b) by the company secretary in practice in his secretarial audit report;

As there are no qualifications in the Secretarial Audit Report there are no commentsby the Board of Directors.

Conservation of energy Technology Absorption and Foreign Exchange Earnings and Outgo:

Details regarding Energy Conservation Technology Absorption Foreign Exchange Earningsand outgo as required by Section 134 of the Companies Act 2013 are detailed as below:

Energy conservation: Adequate measures are taken for energy conservation andoptimum utilisation of energy.

Technology Absorption: Not Applicable

Foreign Exchange earnings and outgo: Not Applicable

Details relating to Deposits:

Company has not accepted any deposits during the year under review.

Internal Financial Controls

The internal financial controls with reference to the Financial Statements for the yearended 31 March 2019 commensurate with the size and nature of business of the Company.

Particulars of loans guarantees or investments:

The Company has not given any loans Guarantee or Provide Security to any other bodycorporate or person or acquired securities within the meaning of Section 186 of theCompanies Act 2013.

Risk Management Policy:

The Company has been addressing various risks impacting the Company and developed riskpolicy and procedures to inform Board members about the risk assessment and minimizationprocedures.

Related Party Transactions:

All the related party transactions are entered in the ordinary course of business.Particulars of Contracts or Arrangements with Related parties at arm's length basisreferred to in Section 188(1) in Form AOC- 2 as Annexure - IV

Management Discussion and Analysis:

Management Discussion and Analysis Report which forms part of this report is annexed asAnnexure - V

Ratio of Remuneration to Each Director:

The company has not paid remuneration to any of the directors of the Company for thefinancial year 2018-19.

Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Name : Dinesh Vemula; Designation: Company Secretary and Compliance Officer;Remuneration: 11.79 Lakhs p.a; Nature of Employment: whole time; Qualificationand Experience: B.Com ACS;

Age: 34; Last employment: Helica Bio-Sciences Limited; % of shares held: Nil;Relative to any Director: No

Listing of Securities:

The company's shares are listed with the Bombay Stock Exchange and the Company hascomplied with all rules regulations and guidelines of the Stock Exchange.

Evaluation by Board:

The Nomination and Remuneration Committee has carried out the annual performance of theDirectors individually as well as the evaluation of the working of its Committees. Astructured questionnaire was prepared after taking into consideration various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees to fulfill its responsibilities execution and performance of specific dutiesetc. The Committee decided that the performance of individual directors and working of thecommittees is excellent. The Board has carried out the annual performance evaluation ofIndependent Directors individually. The Board decided that the performance of Independentdirectors is excellent.

Corporate Governance and Shareholders Information

The compliance of provisions Corporate Governance are not applicable to the Companyneither the paid up capital nor the Net worth of the company has met the threshold limitsprescribed under regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Significant and material orders passed by the regulators or courts:

There are no significant & material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.

Industrial Relations:

Employees are our vital and most valuable assets. We have created a favorable workenvironment that encourages innovation and creativity. The Industrial Relations continuedto be peaceful during the year.

Acknowledgments:

Your Directors wish to express their grateful appreciation for the cooperation andsupport received from the Government Banks vendors customers consultants auditorsstaff and others who have been assisting your Company in the various facets of itsoperations.

For and on behalf of the Board

Sd/- Sd/-
(T. INDIRA REDDY) (P. MARUTHI BABU)
Chairperson Executive Director
DIN: 00009906 DIN: 00016650
Sd/- Sd/-
Place : Hyderabad (G MURALI KRISHNA) (DINESH VEMULA)
Date : 14.08.2019 Chief Financial Officer Company Secretary