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Gloster Ltd.

BSE: 542351 Sector: Industrials
NSE: N.A. ISIN Code: INE350Z01018
BSE 00:00 | 01 Dec 494.85 1.65
(0.33%)
OPEN

506.95

HIGH

518.90

LOW

480.05

NSE 05:30 | 01 Jan Gloster Ltd
OPEN 506.95
PREVIOUS CLOSE 493.20
VOLUME 5319
52-Week high 684.95
52-Week low 306.00
P/E 10.47
Mkt Cap.(Rs cr) 271
Buy Price 490.20
Buy Qty 10.00
Sell Price 494.85
Sell Qty 8.00
OPEN 506.95
CLOSE 493.20
VOLUME 5319
52-Week high 684.95
52-Week low 306.00
P/E 10.47
Mkt Cap.(Rs cr) 271
Buy Price 490.20
Buy Qty 10.00
Sell Price 494.85
Sell Qty 8.00

Gloster Ltd. (GLOSTERLTD) - Director Report

Company director report

TO THE MEMBERS

Your Directors take pleasure in presenting the Ninety Seventh AnnualReport of your Company together with the Audited Accounts for the year ended 31st March2019.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the yearended 31st March 2019 are as under:

( lakhs)
Standalone Consolidated
Particulars Year Ended 31.3.2019 Year Ended 31.3.2018 Year Ended 31.3.2019 Year Ended 31.3.2018
Revenue from operations 50138.31 46398.50 50138.31 46398.50
Other Income 1613.00 1460.31 1707.43 1575.03
Total 51751.31 47858.81 51845.74 47973.53
Profit before Tax 6764.37 6520.24 6853.65 6629.49
Tax Expense 2349.02 2391.70 2358.48 2412.04
Profit for the year 4415.35 4128.54 4495.17 4217.46
Other Comprehensive Income (net of tax) (590.90) 1497.80 (560.47) 1490.46
Total Comprehensive Income 3824.45 5626.34 3934.70 5707.91

LISTING OF EQUITY SHARES

BSE Ltd. vide it's letter no. DCS/AMAL/TP/SV/8202/2018-19 dated28th January 2019 has admitted to dealings on the exchange equity shares of the Companyeffective from 30th January 2019.

The Calcutta Stock Exchange Ltd. vide it's letter no. CSE/LD/DN/14587/2019 dated 28th March 2019 has admitted to dealings on the exchange equityshares of the Company effective from 29th March 2019.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend for your approval a dividend of100% i.e र 10 per equity share for the year ended 31st March 2019. The total outflow fordividend will be र659.63 lakhs including र112.47 lakhs by way of dividend tax.

During the year under review a sum of र2000 lakhs was transferred toGeneral Reserve.

OPERATIONS & STATE OF COMPANY'S AFFAIRS

The production during the year under review has been 49985 MT incomparison to 48 588 MT in the previous year. Sales and turnover for the year underreview stood at 50928 MT & र 49117.56 lakhs as against 48758 MT & र 45249lakhs respectively in the previous year. For the year under review net profit of theCompany stood at र 4415.35 lakhs as against र 4128.54 lakhs in the previous year.

Company's continuous research on product develoment coupled withthrust on develoment of new overseas market has resulted increase in its export perfomancefrom र10969.09 lakhs in the year 2017-18 to र12666.43 lakhs in the year 2018-19.

The raw jute crop in the forthcoming jute season is expected to bebetter than current jute season. Having Carryover stock of approximately about 18 - 19lakh bales the prices of raw jute in the forthcoming jute season is likely to be soft witha downward bias compared to the previous year.

Demand from Government other domestic & export markets have beenstable. The Company is continuously exploring newer export markets for traditional anddiversified jute products.

CREDIT RATING

Various bank facilities of the Company are rated by CRISIL Limitedbased on Basel II norms followed by the banks under the guidelines of Reserve Bank ofIndia.

All existing & proposed bank facilities have been reviewed andrated by CRISIL Limited vide its letter dated 3rd May 2019 and rating for long-term bankfacilities is ‘CRISIL A+/Stable' and for short-term bank facilities rating hasbeen upgraded to CRISIL A1+ from CRISIL A1.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year there was no change in the nature of business of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

SUBSIDIARY COMPANIES

Gloster Lifestyle Limited and Gloster Specialities Limited continue tobe wholly owned subsidiaries of your Company. None of the companies have become or ceasedto be subsidiaries associates and joint ventures during the year.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 and IND AS 110 Consolidated Financial Statements presented by the Company includethe financial statement of its subsidiaries.

Further a separate statement containing the salient features of thefinancial statements of subsidiaries of the Company in the prescribed Form AOC 1 isattached with this Report.

The Annual accounts of the subsidiary companies and other relateddetailed information will be kept at the Registered Office of the Company and also at theRegistered Office of the subsidiary company and will be available to the investors seekinginformation at any time during the working hours of the Company exceptSaturdays.Furtheraspersection136oftheCompaniesAct2013the audited financial statementsincluding the consolidated financial statements and related information of the Company andaudited accounts of each of the subsidiaries are available at Company's website atwww.glosterjute.com/Acctssubco.html/. A Policy has been formulated for determining theMaterial Subsidiaries of the Company pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘Listing Regulations'). The said Policy hasbeen posted on the Company's website at the weblinkwww.glosterjute.com/documents/PDMS/pdf.

PERFORMANCE OF SUBSIDIARY COMPANIES Gloster Lifestyle Limited

The Gross revenue of the Company stood at र43.78 lakhs (Previous Yearर55.49 lakhs). Profit after tax for the year stood at र38.19 Lakhs (Previous Year र 45.55lakhs) and Total Comprehensive Income stood at र 53.41lakhs (Previous Year र41.71 lakhs).

Gloster Specialities Limited

The Gross revenue of the Company stood at र50.65 lakhs (Previous Year र59.23 lakhs). Profit after tax for the year stood at र41.62 lakhs (Previous Year र 43.36lakhs) and Total Comprehensive Income stood at र 56.84 lakhs (Previous Year र 39.86 lakhs)

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements is prepared in accordance withaccounting principles generally accepted in India including the Indian AccountingStandards specified under Section 133 of the Companies Act 2013 read with Rule 7 of theCompanies (accounts) Rules 2014 forms part of the Annual Report and are reflected in theConsolidated Financial Statements of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under theListing Regulation is attached as Annexure – I and forms part of this Report.

CORPORATE GOVERNANCE

The Company practices principles of good corporate governance and laysstrong emphasis on transparency accountability and integrity.

As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the detailed report onCorporate Governance and a certificate from the practising Company Secretary confirmingcompliance with the requirements of the Corporate Governance is separately attached andforms part of this Annual Report.

SHARE CAPITAL

The Paid-up share capital of the Company as on 31st March 2019 stoodat र 547.16 lakhs as compared to र 200 lakhs as at 31st March 2018. Pursuant to thescheme of amalgamation the eligible shareholders of erstwhile Gloster Limited have beenissued and allotted equity shares of the Company on 10.05.2018 in accordance with thescheme. During the year under review the Company has not granted any stock options orsweat equity. As on 31st March 2019 none of the Directors of the Company holdinstruments convertible into equity shares of the Company.

NUMBER OF BOARD MEETINGS HELD

During the financial year ended 31st March 2019 6 (six) BoardMeetings were held on 17th April 2018 29th May 2018 13th August 2018 14th November2018 18th December 2018 and 14th February 2019. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

The details of number of meetings of the Board held during theFinancial Year 2018-19 and number of meetings attended by Directors forms part ofCorporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the financial year 2018-19 the Independent Directors metseparately on 14th February 2019 and inter-alia discussed the following:

• Evaluation of performance of Non-Independent Directors and theBoard of Directors as a whole.

• Evaluation of performance of the Executive Chairman of theCompany taking into account the views of Executive and Non-Executive Directors.

• Evaluation of the quality contents and timelines of flow ofinformation between the management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors have carried out an annual evaluation of its own performance of the directorsindividually along with that of its various committees and details of such evaluation hasbeen mentioned in the Corporate Governance Report.

The Board of Directors expressed their satisfaction with the evaluationprocess.

COMMITTEES OF THE BOARD

Audit Committee: The composition terms of reference and otherdetails of the Audit Committee have been furnished in the Corporate Governance Reportforming a part of this Annual Report. There has been no instance where the Board has notaccepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee: The composition terms ofreference and other details of the Nomination and Remuneration committee have beenfurnished in the Corporate Governance Report forming part of this Annual Report.

Stakeholders Relationship Committee: The composition terms ofreference and other details of the Stakeholder Relationship committee have been furnishedin the Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility Committee: The composition andother details of the Corporate Social Responsibility Committee have been furnished in theCorporate Governance Report forming part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152 of the Companies Act2013 and Company's Articles of Association Smt. Pushpa Devi Bangur Non-ExecutiveDirector (DIN - 00695640) retires by rotation at the forthcoming Annual General Meetingand being eligible offers herself for re-appointment.

As per the provisions of Section 149(1) of the Companies Act 2013 andRegulation 17(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has one Woman Director on its Board.

The independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act and also Code of Conduct for Directors and seniormanagement personnel.

A Formal Letter setting out the terms and conditions of appointment hasbeen issued to all the Independent Directors as per the provisions of Companies Act 2013and the Listing Regulation. The same has been hosted on the Company's website and canbe accessed at http://www.glosterjute.com/documents/ appntdir.pdf.

None of the Directors of the Company are disqualified for beingcontinuing as Directors as specified in section 164(2) of the Companies Act 2013 andrule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

During the year the Company had four Key Managerial Personnel SriHemant Bangur - Executive Chairman Sri Dharam Chand Baheti - Managing Director Sri AjayKumar Agarwal - Company Secretary and Sri Shankar Lal Kedia - CFO.

NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated a policyrelating to the remuneration for the Directors Key Managerial Personnel and SeniorManagerial Personnel. The philosophy for remuneration is based on the commitment offostering a culture of leadership with trust. The remuneration policy has been preparedpursuant to the provisions of Section 178(3) of the Companies Act 2013 Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Nomination & Remuneration Policy is attached as Annexure-II andforms part of this report.

FAMILIARIZATION PROGRAMME

The Independent Directors have been familiarized with the nature ofoperations of the Company & the industry in which it operates business model of theCompany. Periodical Board Meeting generally once a year is held at the factory precededby visit of various processes operations and general tour of the factory by theDirectors. On an ongoing basis as part of Agenda of Board / Committee Meetingspresentations are regularly made to the Independent Directors on various mattersinter-alia covering the Company's and its subsidiaries businesses and operationsindustry and regulatory updates strategy finance risk management framework rolerights responsibilities of the Independent Directors under various statutes and otherrelevant matters. The details of familiarization programme have been posted in the websiteof the Company and can be accessed at http://www. glosterjute.com/documents/FPID.pdf.

WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism / Whistle Blower Policy andhas established the necessary mechanism for employees to report concerns about unethicalbehavior or suspected fraud in violation of Company's Code of Conduct or any otherpoint of concern. The mechanism provides for adequate safeguards against victimization ofemployees and Directors to avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases.

The policy has been uploaded in the website of the Company and can beaccessed at http://www.glosterjute.com/documents/ WBPolicy.pdf.

RELATED PARTY TRANSACTIONS

The contracts/arrangements/transactions entered into by the Companywith the related parties during the financial year under reporting were in ordinary courseof business and were negotiated on an arms' length basis with the intention tofurther the Company's interest. No material Contracts or arrangements with relatedparties were entered into during the year under review. There are no material relatedparty transactions during the year under review with the Promoters Directors or KeyManagerial Personnel. Accordingly no transactions are being reported in Form No. AOC– 2 in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014.

All Related Party Transactions are placed before the Audit Committee asalso to the Board for approval. Where required prior omnibus approval of the AuditCommittee is obtained for transactions which are foreseen and repetitive in nature and thecorresponding actual transactions become a subject of review at subsequent Audit CommitteeMeetings.

The policy on Related Party Transactions has been uploaded on thewebsite of the Company and can be accessed at http://www.glosterjute.com/documents/RPTPolicy.pdf.

The details of the transactions with related parties during 2018-19 areprovided in the accompanying financial statements.

Smt. Pushpa Devi Bangur is mother of Sri Hemant Bangur. Except for thisthere is no other pecuniary relationship .

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company has constituted a CSR Committee and has simultaneously approved and adopted aCSR policy based on the recommendations of the CSR Committee. The said policy is availableon the website of your Company and can be accessed athttp://www.glosterjute.com/documents/CSRPolicy. pdf.

The Committee consists of three Members comprising:

Name of the Members Category
Smt. Pushpa Devi Bangur Non-Executive Director
Sri Dharam Chand Baheti Managing Director
Sri Prabir Ray Independent Director

The Report on CSR activities as required under Companies (CorporateSocial Responsibility Policy) Rules 2014 is given in Annexure III and forms partof this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has effective internal controls in place which areconstantly reviewed. The Company's internal control system is commensurate with itssize scale and operations. Detailed procedures are in place to ensure that all assets aresafeguarded and protected against loss.

The Internal Audit is carried on by M/s. R B S C & Co. CharteredAccountants. The Internal Audit function gives thrust to test and review controls andsystems that are in place. The Audit Committee of the Board also reviews the InternalAudit functions.

The Audit Committee of the Board reviews the Internal Audit Report andcorrective actions taken on the findings are also reported to the Audit Committee.

Necessary certification by the Statutory Auditors in relation toInternal Financial Control u/s 143(3) (i) of the Companies Act 2013 forms part of theAudit Report.

RISK MANAGEMENT

Risk management is embedded in your Company's operating framework.Your Company believes that managing risks helps in maximizing returns.

The main aim of risk management is to identify monitor and takeprecautionary measures in respect of the events that may pose risks for the business. TheCompany has a Risk Management procedure in place. Major risks identified by the businessesand functions are systematically addressed through mitigating actions on a continuingbasis.

AUDITORS & AUDITOR'S REPORT

Messrs Price Waterhouse & Co. LLP Chartered Accountants (FirmRegistration No.- 304026E/E-300009) Statutory Auditors of the Company hold office up tothe 100th Annual General Meeting of the Company.

The Auditor's Report on the financial statements for the financialyear 2018-19 does not contain any qualifications reservations or adverse remarks.

The auditors have not reported any fraud during the year.

COST AUDITORS

In accordance with Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 the Board of Directors has appointed M/sD. Radhakrishnan & Co. Cost Accountants as the Cost Auditors of the Company for theFinancial Year 2019-20 at a remuneration of Rs.60000 plus reimbursement of out of pocketexpenses at actuals and applicable taxes. The remuneration needs to be ratified by theshareholders at the forthcoming Annual General Meeting and a resolution regardingratification of remuneration payable to the cost auditor forms part of the noticeconvening the Annual General Meeting of the Company.

The Company is required to maintain cost records pursuant to an orderof the Central Government and accordingly such records and accounts are maintained.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 andrules made there under M/s. M K B & Associates Company Secretaries are SecretarialAuditors of the Company for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended 31st March2019 is attached as Annexure IV and forms part of this Report.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

The company has complied with Secretarial Standards relating to GeneralMeetings and Board Meetings as issued by Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN

Extracts of the Annual return in Form MGT 9 pursuant to Section 92 ofthe Companies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is attached as Annexure V and forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO

Information required under section 134(3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is attached as AnnexureVI and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure VII A and forms part of this Report.

The details of employees who are in receipt of remuneration exceedingthe limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure VIIB and forms part of thisReport.

In terms of Section 136 of the Companies Act 2013 the annual reportis being sent to the members excluding the statement relating to top 10 employees of theCompany. The said information is readily available for inspection by the members at theCompany's registered office during the business hours on all working days up to thedate of ensuing Annual General Meeting and shall also be provided to any member of theCompany who sends a written request to the Company Secretary.

DEPOSITS

Your company has not accepted deposits from public as envisaged underSection 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposit)Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements. The loans have been advanced by the Company for normal businesspurposes of the borrower.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act 2013 your Directorsconfirm that :

i) In the preparation of Annual Accounts the applicable Standards have been followedand that there are no material departures;

ii) The Directors have 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 of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) The Directors have laid down internal financial controls for the Company which areadequate and are operating effectively;

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires the conduct of all operations in suchmanner so as to ensure safety of all concerned compliance of statutory and industrialrequirements for environment protection and conservation of natural resources to theextent possible.

TRADE RELATIONS

The Board desires to place on record its appreciation for the supportand co-operation that the Company has received from suppliers brokers customers andothers associated with the Company as its enterprise partners. The Company has alwayslooked upon them as partners in its progress and has happily shared with them rewards ofgrowth. It will be Company's endeavor to build and nurture strong links with tradebased on mutuality respect and co-operation with each other.

DEPOSITORY SYSTEM

The Company's shares are now tradable compulsorily in electronicform. In view of the numerous advantages offered by the Depository system members arerequested to avail of the facility of dematerialization of the Company's shareseither in National Securities Depository Ltd or Central Depository Services (India) Ltd.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION &REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at work place andhas adopted a policy in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 and the Rules thereunder forprevention prohibition and redressal of complaints of sexual harassment at workplace. Thecompany has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. During the year no complaint was lodged with theInternal Complaints Committee.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for thecontribution made by the employees at all levels but for whose hard work solidarity andsupport your Company's achievements would not have been possible. Your Directorsalso wish to thank its customers brokers dealers agents suppliers investors andbankers for their continued support and faith reposed in the Company.

The enthusiasm and unstinting efforts of the employees have enabled theCompany to remain at the forefront of the industry despite increased competition fromseveral existing and new players.

Your Directors take this opportunity to thank all investors customersvendors bankers regulatory and government authorities and stock exchanges for theircontinued support and faith reposed in the Company.

For & on behalf of the Board
Place : Kolkata Hemant Bangur - Executive Chairman
Dated : 14th May 2019 Dharam Chand Baheti - Managing Director

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