To the Members of
Gujarat Petrosynthese Limited
The Directors have pleasure in presenting the 40th Annual Report of theCompany together with the Audited Financial Statement of the Company for the year ended31st March 2017.
The Companys financial performance for the year ended March 31 2017 issummarised below:
(Rs in Lacs)
|Particulars ||2016-17 ||2015-16 |
|Sales Turnover ||177112 ||111792 |
|Other Income ||1601 ||3200 |
|Total ||178713 ||141992 |
|Less: Exp. other than Finance Cost and Depreciation ||199530 ||125755 |
|Operating Profit ||(20817) ||(10763) |
|Less: Finance Cost ||14 ||16 |
|Depreciation ||2907 ||3232 |
|Profit before exceptional & extraordinary items ||(23738) ||(14011) |
|Add: Extraordinary items ||0 ||0 |
|Add : Exceptional items ||28152 ||14893 |
|Profit before tax ||4414 ||882 |
|Add/(Less): Provision for tax / Deferred tax ||308 ||(4000) |
|Profit after tax ||4106 ||(3118) |
|Earning per share ||0.69 ||(0.52) |
Your Directors are unable to recommend any dividend.
Performance & Future Outlook
The current year has seen a substantial rise in the sales turnover from Rs1117.92lakhs to Rs1771.12 lakhs an increase of over 58% from the last year.This increase ismainly due to changes in the sales mix further supported by organic growth.
The year has ended with a net profit after tax of Rs 41.06 lakhs. The Company has beenable to garner more orders from the existing customers as well as acquire new customersdue to the continued emphasis on quality and customer satisfaction.
During the year the Company was able to increase the productivity reduce wastage andcut energy costs by undertaking major revamping of the plant and equipment and investingin energy efficient devices. This has resulted in an increase in production by over 33%compared to the past year. However this additional cost rise in labour costs as well ascertain write offs has resulted in an operational loss for the current year. The Companyis hopeful that the next year will show an operational profit.
The Company is also undertaking the sale of unused assets to unlock their value and usethe proceeds in a manner more productive and beneficial to the Company. In line with theabove the Company was able to sell its unused flat in Mumbai.
During the year under review there is no change in the business activities of theCompany.
Material changes and commitment occurred after the end of Financial Year and upto thedate of Report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and upto the date of this report.
Consolidated Financial Statement
In accordance with the provisions of Section 129(3) read with Rule 5 of Companies(Accounts) Rules 2014 statement containing salient features of the financial statementsof subsidiary companies is disclosed separately in Annexure I and forms part of theannual report. The consolidated financial statements are prepared in accordance with theAccounting Standard (AS) - 21 issued by the Institute of Chartered Accountants of India.
The Company has neither accepted nor renewed any deposits during the year under reviewto which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.
Loans Guarantees or Investments made under section 186 of the Companies Act 2013
Pursuant to provisions of section 186 of the Companies Act 2013 during the year underreview details of loans and investments by
the Company to other body corporate are as follows:
|Sr. No. ||Particulars ||Amount |
|1. ||Gujarat Polybutene Private limited (Wholly Owned Subsidiary company) ||39000000 |
Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Joint Venture Company or Associate Company. But theCompany has the following 100% Subsidiary Companies.
1. Gujarat Polybutenes Private Limited.
2. GPL Finance and Investments Limited
During the year under review there is no change in the share capital of the Company.
Transfer to Investor Education & Protection Fund.
In terms of Section 125 of the Companies Act 2013 there is no amount required to betransferred to the Investor Education and Protection Fund established by the CentralGovernment.
Directors and Key Managerial Personnel
During the year under review no changes occurred in the position of the Directors/KMPs of the Company. The Company Secretary being KMP has resigned on 27th July2017.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Rameshchandra Maganlal Thakkar (DIN 00248949)shall retire by rotation at the ensuing annual general meeting and being eligible offerhimself for reappointment.
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the requirement ofprovisions of Section 149(6) of the Companies Act 2013.
Independent Directors Meeting
During the year under review the Independent Directors met on March 10 2017 interalia to discuss:
Evaluation of performance of the Independent Directors and the Board ofDirectors as a whole;
Evaluation of performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.
Evaluation of the quality quantity and timeliness of the flow of informationbetween the Management and the Board that is necessary for the Board for effectiveperformance of its duties.
To review the standard budget of the Company.
All the Independent Directors were present at the Meeting.
Directors Appointment and Remuneration Policy
The Company has constituted the Nomination and Remuneration Committee as per theprovisions of Section 178(1) of the Companies Act 2013. The Company has adopted thePolicy for the Selection of the Directors and determining the Directors Independence andremuneration for the policy for the Directors and the Key Managerial Personnel.
The Company has a Non - Executive Chairman two Joint Managing Directors and threeIndependent Directors.
During the year four Board Meetings were convened and held on 27.05.2016 10.08.201609.11.2016 and 05.02.2017.
Directors Responsibility Statement
Your Directors state that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there is no material departures from the same;
(b) 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 as at March 31 2017 and of the profitand loss of the company for that period;.
(c) the Directors have 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 have prepared the annual accounts on a going concern basis; and
(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Audit Committee met four times during the year under review. All therecommendations made by the Audit Committee were accepted/ approved by the Board. Thecompositions of the Audit Committee are as under.
|1. Mr. M.D.Garde ||Chairman |
|2. Mr. V.Raghu ||Member |
|3. Mr. R.M.Thakkar ||Member |
Auditors & Auditors Report
At the 39th AGM of your Company the shareholders had approved theappointment of M/s S J H & Co. Chartered Accountants (Firm Registration No. 012106S)as the Statutory Auditors to hold office till the conclusion of the 40th AGM.
The tenure of office of M/s S J H & Co. Chartered Accountants as StatutoryAuditors of the Company will expire with the conclusion of 40th AGM of yourCompany. M/s S J H & Co. Chartered Accountants have been the Statutory Auditors ofyour Company since the financial year 200506.
As per the requirement of the provisions of the Companies Act 2013 and rules madethereunder the Board of Directors of your Company at their meeting held on 15th May2017 have on the recommendations of the Audit Committee and subject to your approval atthe ensuing 40th AGM approved the appointment of M/s. Dayal Lohia &Associates Chartered Accountants (Firm Registration No. 102200W) as the StatutoryAuditors for a period of five (5) years i.e. from the conclusion of the 40th AGM till theconclusion of 45th AGM of your Company.
Your Company has received the written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued there under (including any statutory modification(s) orreenactment(s) for the time being in force) from M/s. Dayal Lohia & Associates.Further they have confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India (ICAI) as required under theListing Regulations.
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or reenactment(s) for the time being in force).
The Auditors Report for the financial year ended 31st March 2017 does notcontain any qualification reservation or adverse remark.
Your Company has adopted an internal control system commensurate with its size. TheCompany has re-appointed M/s. Krishna Deshikan & Co. Chartered Accountants as theInternal Auditor of the Company for the financial year 2017-18. Your Company ensurescompliance and controls so that the assets and business interests of your Company areadequately safeguarded.
The Board has appointed M/s. J.J. Gandhi & Co. Practicing Company Secretary toconduct Secretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report forthe Financial Year ended March 31 2017 is annexed herewith marked as Annexure IIto this Report. The Secretarial Audit Report contains a qualification as mentioned below:
As per the requirements of Regulation 31(2) of the SEBI (LODR) Regulations 2015 the100% share holding of the promoters have not been maintained in demat form.
It is replied that the certain Promoter members having shares in physical form areBritish Nationals and therefore do not possess the PAN card which is mandatory foropening up of an demat account. For other promoter members the management is under theprocess of converting them into demat.
Risk Management Policy
The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The risk management includes identifying typesof risks and its assessment risk handling and monitoring and reporting. The operationsand working of the Company can be affected on account of any of the following riskfactors;
Policy of Govt. as to excise duty etc.
Policy of competitors
Vigil Mechanism / Whistle Blower Policy
The Company has adopted Vigil Mechanism/Whistle Blower Policy to deal with fraud ormismanagement where it has a mechanism for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of the Code of Conduct /Business Ethics if any. No personnel have been denied access to the Chairman of the AuditCommittee for making complaint on any Integrity issue.
Corporate Social Responsibility (CSR)
The provisions of Section 135 of the Companies Act 2013 read with Rule 9 of theCompanies (Accounts) Rules 2013 is not applicable to the Company as the Company does notmeet with the requirement of profit criteria.
Conservation of Energy Technology Absorption and Foreign Earnings and Outgo
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureIII and is attached to this Report.
The compliance with the corporate governance provisions as specified in regulations 1718 19 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V is not applicable to the Company but yourCompany strives to ensure that best corporate governance practices are adopted andconsistently followed.
Related Parties Transactions
During the year under review there have been no transactions or contracts entered orarrangements made with related parties pursuant to the provisions of section 188 of theCompanies Act 2013.
Extract of Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is provided in AnnexureIV and is attached to this Report.
Disclosure under the Sexual Harassment of Women at workplace (Prevention ofProhibition and Redressal) Act 2013.
The Company has in place an Anti Sexual Policy in line with the requirements of theSexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act2013. All employees (permanent contractual temporary trainees) are covered under thispolicy.
The Board of Directors wish to place on record their appreciation for the continuoussupport of the Bankers vendors and buyers and shareholders in the performance of theCompany. Your Directors also wish to place on record their deep sense of appreciation forthe committed services by the Companys executives staff and workers.
| ||Gujarat Petrosynthese Limited |
| ||Ms. Urmi N. Prasad |
|Place : Mumbai ||Jt. Managing Director |
|Date : 22nd August 2017 ||DIN : 00319482 |
Form AOC - I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES
PART "A" : Subsidiaries
|S.No. ||Name of the subsidiary ||GPL Finance and ||Gujarat Polybutenes |
| || ||Investments Limited ||Private Limited |
|1 ||Reporting period for the subsidiary concerned if different from the holding companys reporting period ||March 31 2017 ||March 31 2017 |
|2 ||Reporting curency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. ||Rs in 000 ||Rs in 000 |
|3 ||Share capital ||10000.00 ||72900.00 |
|4 ||Reserves & Surplus ||13958.00 ||(77120.00) |
|5 ||Total Assets ||24763.00 ||57589.00 |
|6 ||Total Liablities ||24763.00 ||57589.00 |
|7 ||Investments ||1483.00 ||12682.00 |
|8 ||Turnover ||10863.00 ||- |
|9 ||Profit before taxation ||12218.00 ||4041.00 |
|10 ||Provision for taxation ||3400.00 ||- |
|11 ||Profit after taxation ||8815.00 ||4041.00 |
|12 ||Proposed Dividend ||- ||- |
|13 ||% of shareholding ||99.99% ||99.99% |
1 Names of subsidiaries which are yet to commence operations NIL NIL
2 Names of subsidiaries which have been liquidated or sold during the year. NIL NIL
PART "B" : Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures is not applicable as the company does not have an associateor joint venture company.
|For and on behalf of the Board of Directors |
|Mr. R.M.Thakkar ||Ms. Urmi N Prasad |
|Chairman & Non-Executive Director ||Jt. Managing Director |
|Din : 00248949 ||Din: 00319482 |