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GSL Nova Petrochemicals Ltd.

BSE: 530605 Sector: Industrials
BSE 00:00 | 14 Oct GSL Nova Petrochemicals Ltd
NSE 05:30 | 01 Jan GSL Nova Petrochemicals Ltd
OPEN 0.53
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Mkt Cap.(Rs cr) 1
Buy Price 0.53
Buy Qty 199.00
Sell Price 0.53
Sell Qty 3476.00
OPEN 0.53
CLOSE 0.53
52-Week high 0.53
52-Week low 0.00
Mkt Cap.(Rs cr) 1
Buy Price 0.53
Buy Qty 199.00
Sell Price 0.53
Sell Qty 3476.00

GSL Nova Petrochemicals Ltd. (GSLNOVA) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the Company's 25th Annual Report and theaudited financial statements (accounts) for the year ended March 31 2018.

1. Financial highlights/Performance of the Company(Standalone)

(Rs in Lacs)
Particulars For the year ended 31.03.2018 For the year ended 31.03.2017
Total Revenue 767.15 1634.77
Total Expense 545.07 2369.28
Profit/(Loss) before Extraordinary Items 222.08 (734.50)
Less: Current Tax 0 0
Add: Earlier Years Tax & Deferred Tax 0 0
Profit / (Loss) after tax for the Year 222.08 (734.50)

2. Dividend

Due to heavy Loss incurred in the past years by the Company your directors regrettheir inability to recommend any dividend on the Equity Share Capital.

3. Reserves

In view of the carry forward of heavy loss incurred in the Past years your Board ofDirectors do not appropriate any amount to be transferred to General Reserves during theyear under review.

4. Insurance

The Company has adequately covered all assets against all risks.

5. Corporate Social Responsibility

Due to loss incurred by the Company in previous years and carry forward of accumulatedloss of the past years your directors regret their inability to recommend any amount forCorporate Social Responsibility.

6. Brief description of the Company's working during the year/State of Company'saffair

During the year under review your Company recorded total income of Rs. 7.67 Croresagainst Rs.16.34 Crores in the previous year. The net Profit during the yearunder review was placed as Rs. 2.22 Crores as compared to Loss of Rs.7.35 Crores in theprevious year.

7. Statement for Improvement/Depressed Results:

The management's discussion and analysis report as required under corporategovernance forming part of this report is a reflection of the current state of business.It also deals with the opportunities and threats faced by your company.

As honorable members aware that member had given their consent to carry on thebusiness of real estate to sale transfer and/ or dispose off company's all or anyundertaking and/or properties including the plant and machinery(S) Utilities Otherrelated Equipments its spare parts and the Land &Building full and/ or partial asboard may decide.

8. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements.

The Company has adequate and effective internal controls to provide reasonableassurance on achievement of its operational compliance reporting es. objectiv and TheCompany has reviewed and discussed with the Management the Company's major financial riskexposures and taken steps to monitor and control such exposure.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company do not have any Subsidiary or Joint Venture or Associate Company.

10. Deposits

During the year Company has not accepted any deposits within the meaning of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

11. Statutory Auditors

M/s. Samir M Shah & Co. Chartered Accountants of Ahmedabad (Firm Registration No.122377W) Chartered Accountants from whom certificate pursuant to section 139 of theCompanies Act 2013 has been received be and hereby ratified to continue as StatutoryAuditors of the Company to hold office from the conclusion of this Annual General Meetingto till the conclusion of the next Annual General Meeting of the Company at a remunerationto be mutually decided'

12. Explanation to the qualification in Auditors' Report

The Directors submit their explanation to the qualifications made by the Auditors intheir report for the year 2017-18

The relevant Para nos. of the report and reply are as under :

4(i) Account has been prepared as going concern basis since company had started newactivity of land development as approved by members of the company.

7(b) The delay in the payment of Wealth tax of Rs. 5 lacs was due to demerger since itwas based on Combined wealth of company prior to demerger. Now after the demerger thecompany shall file revised wealth tax return in consultation with Auditors and pay wealthtax accordingly. Further there is delay in depositing unpaid / unclaimed dividend intoInvestor Education and Protection fund of Rs 2.85 lacs due to freezing of unpaid dividendbank account by government authorities. There is also delay in payment of Tax deducted atsource since it pertains to the prior periods of Demerger and professional Tax Rs. 96030.The Company is arranging to make the payment of the same.

8. The accumulated losses are more than 50% of net worth of the Company. The Companyshall take appropriate actions in consultation with the experts

9. There has been delay in repayment of principal to Financial Institution (JMFinancial Asset Reconstruction Company Pvt. Ltd.) and interest beyond 40 days due to delayin sale of Machinery Land & buildings etc. The said Financial Institution hasextended some time for repayment of the loan.

13. Significant and material orders passed by the regulators or courts

Members' attention is drawn to the statement on contingent liabilities commitments inthe notes forming part of the Financial statement.

14. Particulars of Employee

There are 3 permanent employees on the rolls of company.

15. Share Capital

The paid up capital of the Company is Rs.1350 00 000/-

Your Company has not issue any kind of Share during the financial Year ending on31stMarch 2018.

16. Extract of the annual return

The extract of the annual return in Form No.MGT 9 shall form part of the Board's reportand foreign exchange 17. Conservation of earnings and outgo

As Company's Manufacturing activity is suspended so the details required under theprovisions of the section 134(3) (m) of the Companies Act 2013 regarding conservation ofEnergy Technology Absorption Foreign Exchange Earnings are not applicable to thecompany.

18. Directors:

A) Changes in Directors and Key Managerial Personnel


In accordance with the provisions of Section 152(6)and Articles of Association of theCompany Shri Shyam Sunder Gupta (DIN: 00010735) will retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers himself forre-appointment. The Board recommends his re-appointment.


No Director has resign from the Directorship of the Company.

B) Declaration by an Independent Director(s) and re-appointment if any

A declaration by an Independent Directors that they meet the criteria of independenceas provided in sub-section (7) of Section 149 of the Companies Act 2013 has been receivedand taken on note.

C) Formal Annual Evaluation

The Nomination and Remuneration Committee of the Board has formulated a PerformanceEvaluation Framework under which the Committee has identified the criteria upon which theCommittee has identified the criteria upon which every Director shall be evaluated. ThePolicy also provides the manner in which the Directors as a collective unit in the formof Board Committees and the Board function and perform.

19. Details of establishment of vigil mechanism for directors and employees

The Company promotes ethical behavior in all its business activities and has put inimplementation of a mechanism wherein the Employees are free to report illegal orunethical behavior actual or suspected fraud or violation of the Company's Codes ofConduct or Corporate Governance Policies or any improper activity to the Chairman of theAudit Committee of the Company or Chairman of the Company or the Compliance Officer. TheWhistle Blower Policy has been appropriately communicated within the Company.

Under the Whistle Blower Policy the confidentiality of those reporting violation(s) isprotected and they are not subject to any discriminatory practices. No personnel have beendenied access to the Audit Committee.

20. Particulars of loans guarantees or investments under section 186 Of the CompaniesAct2013

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

The details of the investments made by company is given in the notes to the financialstatements.

21. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto shall be disclosedin Form No. AOC -2. However your company has not entered in any transaction attractingprovision of Section 188 of Companies Act 2013.Hence AOC-2 is not required to beattached.

22. Managerial

Your company has paid Rs. 3.00 lacs as remuneration to the Managing Director Shri SunilKumar Gupta of the Company.

Your Company have not any employee who was in receipt of remuneration in excess oflimits specified in the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

23. Secretarial Audit

A Secretarial Audit Report given by M/s. Bunty Hudda and associates. PracticingCompany Secretary (C. P. No.: 11560) is enclosed herewith the Board's Report.

The Board of Directors shall provide explanations or comments on every qualificationreservation or adverse remark or disclaimer made by the company secretary in practice inthe secretarial audit report.

24. Corporate Governance Certificate

Pursuant to the Clause 49 of the Listing Agreement with Stock Exchanges a separatesection entitled ‘Corporate Governance' and the Certificate from the Auditors of theCompany confirming Compliance with the conditions of the Corporate Governance has beenincluded in this Annual Report.

25. Code of Conduct

The Board has laid down a Code of Conduct for Board Members and for Senior Managementand Employees of the Company ("Code"). All the Board Members and SeniorManagement Personnel have affirmed compliance with these Codes. A declaration signed bythe Managing Director to this effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for Independent Directors pursuant tosection 149(8) and Schedule IV to the Companies Act 2013 via terms and conditions forappointment of Independent Directors which is a guide to professional conduct forIndependent Directors and is uploaded on the website of the Company.

26. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state 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 i.e. at31stMarch 2018 and of the 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 agreed to prepare the annual accounts on a going concern basis;and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating 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.

27. Disclosure under the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal Act 2013)

The Company has been employing about one woman employee. The Company has in place anAnti harassment policy in line with the requirements of the Sexual Harassment of Woman atWorkplace (Prevention Prohibition and Redressal Act 2013). Internal Complaint Committeeis set up to redress complaints received regularly is monitored and directly report tothe Chairman & Managing Director. There was no compliant received from employee duringthe financial year from 2015-16 to 2017-18 and hence no complaint is outstanding as on31.03.2018 for redressal.

28. Web Link of Company

The web address if any where annual return referred to in sub-section (3) of section92 has been placed on

29. Acknowledgements

Your Directors express their deep sense of gratitude to the Banks Central and StateGovernments and their departments and the local authorities for their continued guidanceand support.

We would also like to place on record our sincere appreciation for the dedicationcommitment and hard work put in by every member of the GSL Nova Petrochemicals Limitedfamily. The Management is deeply grateful for the confidence and faith that theshareholders have always reposed in them.

For and on behalf of the Board of Directors

GSL Nova Petrochemicals Limited

Sunil Kumar Gupta

Managing Director

(Din: 00008344)