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Gayatri Tissue & Papers Ltd.

BSE: 512479 Sector: Infrastructure
NSE: N.A. ISIN Code: INE661K01010
BSE 00:00 | 19 Nov 75.85 0
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NSE 05:30 | 01 Jan Gayatri Tissue & Papers Ltd
OPEN 75.85
PREVIOUS CLOSE 75.85
VOLUME 4
52-Week high 75.85
52-Week low 56.75
P/E 96.01
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 75.85
CLOSE 75.85
VOLUME 4
52-Week high 75.85
52-Week low 56.75
P/E 96.01
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting the 32nd Annual Report togetherwith Audited Statements of Accounts for the year ended 31st March 2018.

Financial Results:

Your Directors are happy to report the operational results of the Company for the yearended 31st March 2018 the details of which are as under:

Rs. In Lakhs

Particulars 2017-2018 2016-2017
Gross Income 224.54 415.00
Profit Before Interest and Depreciation 10.67 24.27
Finance Charges —- —-
Gross Profit 10.67 24.27
Provision for Depreciation —- —-
Net Profit Before Tax 10.67 24.27
Provision for Tax 2.50 7.50
Net Profit After Tax 8.17 16.77
Profit brought forward 213.95 197.18
Profit available for appropriation 222.12 213.95
Appropriations:Transferred to
General Reserve —- —-
Surplus carried forwarded to
Balance Sheet 222.12 213.95

Review of Operations:

The performance of the Company has declined from the previous financial year due toextraneous factors of the economy. The Company turnover registered a decline of 45.89%over the previous financial year 2016-2017. The net profits after taxes are also decreasedto Rs 8.17 lakhs in FY 2017-2018 as against Rs 16.77 Lakhs in the previous financial year.The company is having order book of Rs. 1475 Lakhs as at 31st March 2018 and the companyis exploring opportunities to increase the order 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 2018

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 2017-2018.

Board Meetings :

During the financial year 2017-2018 the Board met Four times on 29.05.201714.08.2017 14.11.2017 and 13.02.2018. 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 Subbarami Reddy 4 4
P. Maruthi Babu 4 4
U. Mallikarjuna 4 4
J.N. Karamchetti 4 4

Directors and Key Managerial Personnel :

During the year under review there is no change in Directors and Key ManagerialPersonnel.

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 Subbarami Reddy Member

Meetings held and attended:

Name of the Director Number of Board Meetings
Held Attended
T. Indira Subbarami Reddy 4 4
U. Mallikarjuna 4 4
J.N. Karamchetti 4 4

Composition of the Nomination and Remuneration Committee:

S.No. Members of the Nomination & Remuneration Committee Designation
1 J. N. Karamchetti Chairman
2 Shri. Mallikarjuna Uppara Member
3 Smt. T. Indira Subbarami Reddy Member

Meetings held and attended:

Name of the Director Number of Board Meetings
Held Attended
T. Indira Subbarami 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) thedirectors had 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 profitand loss of the company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) the directors had prepared the annual accounts on agoing concern basis; and (e) the directors had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively.

(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

Auditors:

The Auditors M/s. N G RAO & Associates Chartered Accountants were appointed withyour approval in 31st Annual General Meeting (AGM) to hold the office till the conclusionof 36th Annual General Meeting.

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 2018 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 as

Annexure - V

Ratio of Remuneration to Each Director:

The Company has not paid remuneration to any of the directors of the Company for thefinancial year 2017-18

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 Board has carried out the annual performance evaluation of its own performance theDirectors individually (excluding the director being evaluated) as well as the evaluationof the working of its Committees. A structured questionnaire was prepared after takinginto consideration various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees to fulfill its responsibilities executionand performance of specific duties etc. The Board decided that the performance ofindividual directors its own performance and working of the committees 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 materail 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 SUBBARAMI REDDY) (P. MARUTHI BABU)
Chairperson Executive Director
DIN: 00009906 DIN: 00016650
Sd/-
Place : Hyderabad (DINESH VEMULA)
Date : 14.08.2018 Company Secretary