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Gujarat Raffia Industries Ltd.

BSE: 523836 Sector: Industrials
NSE: GUJRAFFIA ISIN Code: INE610B01024
BSE 00:00 | 26 Nov 34.75 -0.25
(-0.71%)
OPEN

33.25

HIGH

35.00

LOW

33.25

NSE 00:00 | 26 Nov 33.75 -0.30
(-0.88%)
OPEN

33.70

HIGH

35.45

LOW

33.70

OPEN 33.25
PREVIOUS CLOSE 35.00
VOLUME 964
52-Week high 86.95
52-Week low 11.79
P/E 12.73
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.25
CLOSE 35.00
VOLUME 964
52-Week high 86.95
52-Week low 11.79
P/E 12.73
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Raffia Industries Ltd. (GUJRAFFIA) - Director Report

Company director report

Dear Shareholders

Your Directors present the 34th Annual Report together with the AuditedStatement of Accounts for the year ended on 31st March 2020.

1. FINANCIAL RESULTS :

The summary of Financial Results of the Company for the year under review along withthe figures for previous year is as follows:

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Particulars

Standalone

2019-20 2018-19
Total Revenue 3426.81 4798.72
Less : Operating and other Admi. Exps. 3220.27 4505.12
Profit Before Depreciation Interest and Tax 206.54 293.60
Less : Depreciation 120.88 106.51
Less : Finance Costs 30.34 71.52
Profit Before Tax and Exceptional Items 55.32 115.57
Exceptional Items - -
Profit Before Tax 55.32 115.57
Less : Current Tax 22.50 23.11
Less : Earlier Year Tax - 0.31
Less : Deferred Tax - -
(Excess) / Shortfall in provision for current tax for earlier years - -
Less : Minority Interest - -
Profit After Tax & Minority Interest 32.82 92.15
Earnings Per Equity Share
Basic 0.61 1.71
Diluted 0.61 1.71

2. DIVIDEND :

With a view to conserve the resources for expansion of the business activities andworking capital requirements of the Company the board of directors of the company havenot recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS SALES AND WORKING RESULTS :

Your director report that during the year under review in spite of economic slowdownthe Company has recorded total sales of Rs. 3426.81Lakhs as compared to Rs. 4798.73 Lakhsfor the financial year ended on 31st March 2019. The Profit before tax for the periodunder review is Rs. 55.32 Lakhs as compared to Rs. 115.57 Lakhs in the previous year 2018-19. The Profit after tax during the year under review is Rs. 32.82 Lakhs as against Rs.92.15 Lakhs in the previous year 2018- 19.

4. MATERIAL CHANGES TRANSACTION AND COMMITMENT/CHANGE IN THE NATURE OF BUSINESS IFANY :

There is no change in the nature of the business of the Company for the year underreview. there were no significant or material order was passed by the Regulators or Courtsor Tribunals which impact the going concern status and Company's operations in future.

5. MANAGEMENT DISCUSSION AND ANALYSIS (MDA) :

MDA for the year under review is presented in a separate section which forms part ofthe Annual Report.

6. SHARE CAPITAL :

During the year under review the Company has not increased its paid up capital. Thepaid up equity share capital of the Company as on 31st March 2020 is Rs. 54045000/-.

During the year under review the company ha neither issued share with differentialvoting rights nor granted stock options or sweat equity.

7. TRANSFER TO RESERVES :

The Company has not transferred any amount to the General Reserves for the currentreporting period. An amount of 32.82 Lakhs is proposed to be retained in the Statement ofProfit and Loss of the Company.

8. EXTRACT OF THE ANNUAL RETURN :

The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - A.

9. BOARD MEETINGS HELD DURING THE YEAR :

The Board consists of Executive and Non-executive Directors including IndependentDirectors who have wide and varied experience in different disciplines of corporatefunctioning.

During the year Five Board meetings were held with gap between Meetings not exceedingthe period prescribed under the Companies Act 2013.

Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated inadvance before the date of the meeting thereby enabling the Board to take informeddecisions.

Sr. No. Date on which board Meetings were held Total Strength of the Board No of Directors Present
1. 29/05/2019 5 5
2. 13/07/2019 5 5
3. 14/08/2019 5 5
4. 11/11/2019 5 5
5. 11/02/2020 5 5

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS :

Sr. Name of Directors No. of No. of
No. Meeting Held Meeting Attended
1. Mr. Pradeep Bhutoria 5 5
2. Mrs. Sushma Bhutoria 5 5
3. Mr. Dipen M Shah 5 5
4. Mr. Abhishek P Bhutoria 5 5
5. Mr. Karan Singh Chandalia 5 5

10. SUBSIDIARY COMPANIES :

The Company does not have subsidiary company joint venture or associate companiesduring the year. There is no company which has ceased to be Company's subsidiary jointventure or associate company during the year.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board consists of Executive and Non-executive Directors including IndependentDirectors who have wide and varied experience in different disciplines of corporatefunctioning.

During the year under review Mr Alpesh Tripathi Independent Director of the companyhave tendered his resignation w.e.f. 13/04/2019.

Mrs. Pradeep Bhutoria Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment.

Apart from this there were no changes in the Directors or Key Managerial Personnelduring the year under review. The Company has received necessary declaration from eachindependent director under Section 149(7) of the

Companies Act 2013 that he/she meets the criteria of independence laid down inSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.

12. INDEPENDENT DIRECTOR'S FAMILIARIZATION PROGRAMME :

Independent Directors at the time of their appointment are given the formal appointmentletter mentioning various terms and conditions of their engagement. Independent Directorsof the company are made aware of their role duties rights and responsibilities at thetime of their appointment.

Independent Directors have visited the plants of the company for understanding ofmanufacturing operations and different processes of their plants.

The Board of Directors has complete access to the information within the company and tointeract with senior management personnel. Independent Directors have freedom to interactwith the management of the company.

The Familiarization programme has been conducted during the year under review anddifferent aspects such as legal compliance management corporate governance and role ofindependent directors have been covered in the same.

13. EVALUATION OF BOARD COMMITTEES AND DIRECTORS :

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by separatemeeting held by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS :

The Board on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director as also a Policy for remuneration of Directors Key managerial Personnel andsenior management.

15. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS :

The Independent Directors of your Company in a separate meeting held on 29th March2020 to carry out the evaluation for the financial year 2019-20 and inter alia discussedthe following:

* Reviewed the performance of Non-Independent Directors of the Company and the Board asa whole.

* Reviewed the performance of the Chairman of the Company taking into account the viewsof Executive Directors and Non-executive Directors.

* Assessed the quality quantity and timelines of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

16. AUDITORS :

a) STATUTORY AUDITORS :

M/s. Chandabhoy& Jasoobhoy Chartered Accountants (Firm Registration Number:101648W) were appointed as Statutory Auditors of the Company for a period of 5 (Five)years from FY 2018 - 19 to 2022 - 23 at the 33rdAnnual General Meeting held on September30 2019. In view of the amendment to Section 139 of the Companies Act 2013 the Companyis not required to ratify the appointment of the Statutory Auditor at every Annual GeneralMeeting. Hence the item of ratification of appointment of Statutory Auditor is notconsidered in this Annual General Meeting. In view of the same M/s. Chandabhoy&Jasoobhoy Chartered Accountants will continue to act as Statutory Auditors of yourCompany for Financial Year 2020-21.

b) SECRETARIAL AUDITORS :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Mr. Premjeet Singh Practicing Company Secretaries a firm of CompanySecretaries in Practice to conduct the Secretarial Audit of the Company as per theprovisions of the Companies Act 2013 for the financial year 2019- 20. During

the year Mr. Premjeet Singh Tender his resignation from the practicing companysecretary of the company.

The Board has appointed in the board meeting held on July 25 2020CS HimanshuMaheshwari Practicing Company Secretaries as Secretarial Auditors of the Company forfinancial year 2019-20.

The secretarial audit report for FY 2019-20 forms part of the Annual Report as'Annexure B' to the Board's report.

17. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :

The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.

The Company has appointed Mr. Parin Hareshbhai Patwari as Internal Auditors of theCompany. The Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit. Theinternal auditors carry out audit covering inter alia monitoring and evaluating theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations and submit theirperiodical internal audit reports to the Audit Committee. Based on the internal auditreport and review by the Audit committee process owners undertake necessary actions intheir respective areas. The internal auditors have expressed that the internal controlsystem in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensurecompliance of all the applicable laws and that such system is adequate and operatingeffectively.

18. AUDIT COMMITTEE :

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

19. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013. :

There has been no complaint related to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the year.

20. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT :

At present the company has not identified any element of risk which may threaten theexistence of the company.

The Board has formulated Policy on Risk Management and the same is uploaded on theCompany's website at www.griltarp.com.

21. VIGIL MECHANISM :

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns and irregularities if any in theCompany noticed by them. The same is reviewed by the Audit Committee from time to time.

22. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were atarm's length basis and were in the ordinary course of business. Details on Related PartyTransactions in Form AOC - 2 have been enclosed as Annexure - C.

The Board has formulated Policy on Related Party Transactions and the same is uploadedon the Company's website at www.griltarp.com.

23. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES :

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this Report and statement of particulars of employees is annexed as Annexure- D & E.

24. LOANS GUARANTEES OR INVESTMENTS :

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.

25. DEPOSITS :

Your Company has not accepted any deposits from the public falling within the purviewof Section 73 of the Act

read with the Companies (Acceptance of Deposits) Rules 2014.

26. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31st March 2020the applicable Accounting Standards had been followed along with proper explanationrelating to material departures if any;

b. that the directors had selected 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 ended31st March 2020 and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual accounts/financial statements have been prepared on a going concernbasis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement containing the necessary information on conservation of energy technologyabsorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed to this report as Annexure - F.

28. CORPORATE GOVERNANCE:

As per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 report on "Corporate Governance" isattached and forms a part of Directors Report. A Certificate from the Chartered Accountantregarding compliance of the conditions of Corporate Governance as stipulated under theListing Regulation is annexed to this Report.

29. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred between theend of the financial year of the Company and date of this report.

30. LISTING OF SHARES OF THE COMPANY

The equity shares of the Company are actively traded on both BSE Ltd. and NationalStock Exchange of India Ltd.

31. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperationextended by Financial Institutions Banks Government Authority Shareholders SuppliersCustomers and Stakeholders.

Your Directors also wish to place on record their appreciation of the contribution madeby the employees at their level towards achievements of the Companies goals.

By order of the Board of Directors
For Gujarat Raffia Industries Limited
Date : 12th August 2020 Pradeep Bhutoria
Place : Santej Chairman & Managing Director
DIN:-00284808

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