Your Company's Directors are pleased to present the 26th Annual Report of the Companyalong with Audited Accounts for the Financial Year ended 31st March 2021 along with theauditors report and notes to the accounts thereon which forms part of this report .
The highlights of the financial of your company are as under:
|PARTICULARS ||31/03/2021 ||31/03/2020 |
|Income ||357.88 ||382.39 |
|Total Expenses ||109.53 ||102.38 |
|Profit before depreciation ||248.35 ||280.01 |
|Depreciation ||3 1 . 7 1 ||31.52 |
|Profit / (loss) before Tax ||216.64 ||248.49 |
|T ax Expense ||54.52 ||64.81 |
|Profit / (loss)After Tax ||162.12 ||183.68 |
|Balance in Retained earnings at the beginning of the year ||86.86 ||26.15 |
|Payment Of Dividend & DDT ||102.00 ||122.97 |
|Balance in Retained earnings at the end of the year ||146.98 ||86.86 |
COURSE OF BUSINESS AND OUTLOOK:
The company had a profit of Rs.162.12 lacs as compared to the previous year ofRs.183.68 lacs . Your Directors are hopeful that the Company's performance will improve inthe years to come which is subject to various other prevailing market/ industrial/economic conditions applicable to the company.
GLOBAL HEALTH PANDEMIC FROM COVID-19:
The COVID-19 pandemic is a global humanitarian and health crisis. The actions taken byvarious governments to contain the pandemic such as closing of borders and lockdownrestrictions resulted in significant disruption to people and businesses which will alsomay have impact on the company's operations . The Company has considered such impact tothe extent known and available currently.. However the impact assessment of COVID-19 is acontinuing process given the uncertainties associated with its nature and duration. TheCompany does not foresee any large-scale contraction in demand which could result insignificant downsizing of its operations .The agreement / leases that the Company hasentered with are majorly towards properties are in general long term in nature and nomaterial changes in terms of those leases are expected due to the COVID-19.
The Board has declared an interim dividend of Rs. 1.00 per equity share of the facevalue of Rs.10/- each for the financial year ended 31/03/2021 and same is proposed asfinal dividend for the year ended 31/03/2021.
TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the Reserves during the year.
SHARE CAPITAL :
The authorized share capital of the Company is Rs.110000000 divided into 11000000equity shares of Rs.10 each. At the beginning of the year under review the issuedsubscribed and fully paid up capital was Rs. 102000000 divided into 10200000 equityshares of Rs.10 each .
There was no change in share capital of the Company during the year under review.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the saidfinancial year.In accordance with the Companies (Acceptance of Deposits) Rules 2014 (asamended) the monies received from the Directors if any has been disclosed underrelevant notes to the financial statements.
NUMBER OF MEETINGS OF THE BOARD:
During the year 8 (Eight) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which is attached to thisreport.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of loans guarantees securities and investments as covered under theprovisions of section 186 of the Companies Act 2013 are furnished in the financialstatements.
DIRECTORS / KEY MANAGERIAL PERSONNEL :
The composition of the Board of Directors of the Company and other details related tothe board is furnished in the Corporate Governance Report annexed to this report.
The composition of the committees of the Company and other related details is furnishedin the Corporate Governance Report annexed to this report.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 and Regulation 16 of the SEBI(LODR) Regulations 2015 that the Independent Directors of the Company meet the criteriaof their Independence laid down in Section 149(6).
BOARD EVALUATION :
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirement Regulations) to the extent applicable theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its various Committees. The Directors heldseparate discussions with each of the Directors of the Company and obtained their feedbackon overall Board effectiveness as well as each of the other Directors.
A separate meeting of the independent directors was convened which reviewed theperformance of the Board (as a whole) the Non-Independent director and the Chairman.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The salient features of the Remuneration Policydetails are stated in the Corporate Governance Report. The Remuneration Policy approved bythe Board of Directors is uploaded on the website of the Company www.gothiplascon.com.
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the annual return i.e Form MGT 7 on the website of the Company :http://gothiplascon.com/annual-return/.
Your Company has been complying with the principles of good Corporate Governancepractices over the years. A report on Corporate Governance is attached to this report asAnnexure -I.
SECRETARIAL AUDIT REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942) toundertake the Secretarial Audit of the Company for the financial year 2020-21. TheSecretarial Audit report is annexed as Annexure- II to this report. There has been noqualification reservation or adverse remark or disclaimer in their Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As required under SEBI (Listing Obligations and Disclosure Requirements Regulations)Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure -III to this report.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of theCompany are being annexed as part of the Annual Report as Annexure-IV to this report.
Your Company continues to have an effective Risk Management. The managementcontinuously oversees the risk management process including identification impactassessment and drawing mitigation plans. The details of risks perceived by the Managementare annexed as part of the Management Discussion and Analysis Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDEXPENDITURE:
The company's income is mainly from rentals the information on conservation of energytechnology absorption does not arise and there was no foreign Exchange earnings and outgostipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules2014 during the year .
CHANGE IN NATURE OF BUSINESS:
There was no change in the nature of business during the financial year.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134 clause (C) of sub-section (3) of the Companies Act 2013 theDirectors would like to state that:
(i) In preparation of the annual accounts for the financial year ended March 31 2021the applicable accounting standards have been followed and there are no materialdepartures
(ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.
(iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The directors have prepared the annual accounts on a going concern basis.
(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:
The Company has a vigil mechanism to deal with instances of fraud and mismanagement ifany. The details of the Policy is posted on the website of the Company.
The Company state that applicable Secretarial Standards have been duly followed by theCompany.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the criterion as laid down in Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014 hence there is no requirement of constituting Corporate Social ResponsibilityCommittee.
RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the company withPromoters Directors Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large.
AUDITOR AND AUDIT REPORT :
M/s.Yeshwant Chopra & Co Charatered Accountants was appointed as Auditors of theCompany for a term of 5 (five) consecutive years at the Annual General Meeting held onJune 19 2017.
The report of the auditor & notes to the accounts thereof are self explanatory andforms part of this report and the contents of the same be read as content of director'sreport wherever applicable and warranted . The contents of the same be read as part andparcel of the director's report wherever required.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) of theCOMPANIES ACT2013.:
During the year under review there were no frauds reported by the auditors underSection 143(12) of the Companies Act2013.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY:
The Company do not have any Subsidiary Joint Ventures or Associate Company. Hence therequirement of presenting the consolidated financial statements in Annual Report is notapplicable.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNAL IMPACTING THEGOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators/Courts/Tribunal whichwould impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Gothi Plascon (India) Limited has an adequate system of internal financial control inplace which has been designed to provide a reasonable assurance with regard to maintainingof proper accounting controls monitoring of operations protecting assets fromunauthorized use or losses compliance with regulations and for ensuring reliability offinancial reporting.
MAINTENANCE OF COST RECORDS:
The maintenance of cost records as specified by the central government undersub-section (1) of section 148 of the Companies Act 2013 is not required to be done bythe company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup by yourCompany to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. The followingis a summary of sexual harassment complaints received and disposed off during the year2020-21:
a. No. of complaints received : Nil
b. No of complaints disposed off : NA
ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS:
The following annexures referred in this report and other information which arerequired to be disclosed are attached and forms an Integral part of this report
|ANNEXURE ||PARTICULARS |
|I ||Corporate Governance Report |
|II ||Secretarial Audit Report |
|III ||Management Discussions and Analysis Report |
|IV ||Information required under section 197 of the Companies Act 2013 |
|V ||Certificate by Chief Executive Officer (CEO) And Chief Financial Officer (CFO) |
|VI ||Certificate On Compliance With The Conditions Of Corporate Governance Under The Listing Agreement |
|VII ||Certificate Of Non-Disqualification Of Directors |
Statements in this Report particularly those which relate to Management Discussion& Analysis as explained in the Corporate Governance Report describing the Company'sobjectives estimates and expectations may constitute "forward lookingstatements" within the meaning of the applicable laws and regulations. Actual resultsmight differ materially from those expressed or implied in the statements depending on thecircumstances.
Your directors wish to place on record their appreciation for the continuous supportreceived from the members customers suppliers various statutory bodies of theGovernment of India and the company's employees at all levels.
| ||By Order of the Board For GOTHI PLASCON (INDIA) LIMITED -sd- |
|Place: Chennai ||Sanjay Gothi |
|Date:12/08/2021 ||(DIN 00600357) Chairman and Managing Director |