Gujarat Poly Electronics Ltd.
|BSE: 517288||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE541F01022|
|BSE 00:00 | 15 Jun||15.60||
|NSE 05:30 | 01 Jan||Gujarat Poly Electronics Ltd|
Gujarat Poly Electronics Ltd. (GUJARATPOLY) - Director Report
Company director report
The Members of
Gujarat Poly Electronics Limited
(Formerly known as Gujarat Poly-AVX Electronics Limited)
Your Directors' present the Twenty Eighth Annual Report and Statement of Accounts forthe year ended 31st March 2017.
1. STATE OF COMPANY'S AFFAIRS:
The Sales during the year was Rs.1223.65 lakhs compared to previous year Sales ofRs.1153.02 lakhs. During the year ended 31st March 2017 the Company hasearned a Profit of Rs.2.42 lakhs (Previous year Profit of Rs.39.34 lakhs).
The Company manufactures as well as outsourced the full range of products viz. ceramicCapacitors both Multilayer and Single layer through various sources as per our qualitystandards. We also market other Active and Passive Components.
In view of the accumulated loss your Directors have not been able to recommend anyDividend for the year 2016-2017.
2. TERMINATION OF PROMOTERS AGREEMENT WITH AVX CORPORATION USA
GUJARAT POLY ELECTRONICS LTD (GPEL) (formerly known as "Gujarat Poly-AVXElectronics Limited") was a Joint venture company with AVX Corporation USA byvirtue of an agreement entered between Polychem Ltd & AVX Corporation USA pursuant topromoters agreement dated 20th December 1990. On 25th July 2016 a'Share Purchase cum Termination Agreement' (SPTA) was executed amongst Polychem LimitedAVX Corporation USA and GPAEL. In accordance with the terms of the aforesaid agreementAVX Corporation USA had in capacity of Promoter of GPAEL transferred by way of sale ofits entire shareholding to Polychem Limited. In view of the transfer of entireshareholding of 1749998 equity shares of Rs.10/- each to Polychem Ltd by AVXCorporation USA the promoters agreement executed on 21st December 1990 hadbeen automatically terminated and the provisions thereof ceased to bind the parties. NowPolychem Limited is a holding company of GPEL.
3. AUDIT COMMITTEE:
The Audit Committee during the year consisted of 4 members. The details of thecommittee is given under Corporate Governance Report
4. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board has established a vigil mechanism for directors and employees to reportgenuine concerns to be disclosed the details of which is placed on the website of thecompany. The Board has also formulated the whistle blower policy same has been uploadedon the website of the company. http://www.epelindia.com/epelindia/Download/Whistle%20Blower%20Policy 14.pdf.
There were no reporting made by any employee for violations of applicable laws andregulations and the Code of Conduct for the F.Y. 2016-17.
5. NOMINATION AND REMUNERATION COMMITTEE:
Details on the committee are given in Corporate Governance Report.
6. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act 2013 the Directors confirm that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures;
b. Appropriate accounting principles have been selected and applied consistently andhave made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March 2017 andof the profit of the Company for the year ended 31st March 2017;
c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The directors have laid down internal financial controls to be followed by thecompany.
f. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws.
The Company's Income Tax assessments have been completed up to the year ended 31stMarch 2014.
Company has not received any deposits from Public during the year.
9. INDUSTRIAL RELATIONS:
Industrial Relations with the employees of the Company were cordial during the yearunder report.
10. conservation OF energy:
Report on Conservation of Energy Technology Absorption and Foreign Exchange Earningsand Outgo etc. is given in Annexure I forming part of this report.
Mr. P. T. Kilachand Director retires from Office by rotation but being eligibleoffers himself for re-appointment.
Mr. D. D. Patel has resigned as a nominee director of GIIC in the Company w.e.f. 11thJuly 2016. The Board do appreciate his contribution during his tenure with Company.
The Board at its meeting held on 29th May 2017 re-appointed Mr. A. H.Mehta as Managing Director for a period of 3 years from 1st June 2017superseding the earlier resolution passed by the Company in this connection.
The above re-appointment is placed before the Members for their approval in ensuingAnnual General Meeting.
12. number OF board MEETINGs held during THE YEAR:
During the year 2016-17 Five Board Meetings were held on the following dates:
(a) 16th May 2016 (b) 11th July 2016 (c) 5th August2016
(d) 10th November 2016 (e) 8th February 2017
13. declaration about INDEPENDENT directors under sub-section 6 OF section 149:
The Company has received the declaration from each Independent Directors that they meetthe criteria of independence laid down under section 149(6) of the Companies Act 2013under regulation 16(b) of SEBI (LODR) Regulations 2015.
14. FORMAL ANNuAL EVALuATION:
As required under the act evaluation of every Director's performance was carried out.An evaluation sheet was given to each director wherein certain criteria was set out forwhich ratings are to be given.
15. COMPANY'S POLICY ON DIRECTORS APPOINTMENT REMUNERATION ETC.:
The Board on recommendation of Nomination and Remuneration Committee has framed apolicy for appointment and Evaluation of Board and remuneration for the Directors KeyManagerial Personnel and other employees. The policy is available on the website of theCompany i.e. http://www.epelindia.com/epelindia/Download/Criteria%20For%20Appointment%20Evaluation%20of%20Board%20of%20Directors.%20KMP%20and%20Senior%20Manaeement%20Personnel 14.pdf
16. RELATED PARTY TRANSACTIONS:
All Related Party Transactions (RPT) entered into by the Company during the year underreview were at arms' length and in ordinary course of business. All RPT are placed beforeAudit Committee for its approval.
The Company has taken loan of Rs.446 lakhs from Polychem Limited at the rate ofinterest of 12% p.a.
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014:
1. Details of contracts or arrangements or transactions not at arm's length basis: NIL.
2. Details of material contracts or arrangement or transactions at arm's length basis:NIL.
The Board on recommendation of Audit Committee adopted a policy to regulatetransactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 and the Listing Agreement and SEBI (LODR)Regulations 2015. The policy is uploaded and can be viewed on the Company's websitehttp://www.gpelindia.com/gpelindia/Download/Related%20Partv%20Transation%20Policv 14.pdf
17. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT 2013:
(a) There are no qualifications reservations or adverse remark or disclaimer by theStatutory Auditor or by Secretarial Auditor in their respective reports.
(b) There are no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
(c) Extract of the Annual Report as provided in sub-section 3 of section 92 is givenin Annexure II forming part of this report.
18. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The policy is uploaded andcan be viewed on the Company's websitehttp://www.epelindia.com/epelindia/Download/AntiSexual%20Harassement%20Policy.pdf TheCompany has also formed an Internal Complaints Committee (ICC) which is responsible forredressal of complaints related to sexual harassment and follows the guidelines providedin the policy.
The Company has not received any complaints on sexual harassment during the year.
19. MANAGERIAL REMUNERATION:
i. The ratio of remuneration of Mr. A. H. Mehta Managing Director with the medianremuneration of the employees of the company is 9.35:1.
ii. Increase in remuneration of Mr. A. H. Mehta Managing Director is 19.65% and in Mr.H. H. Jani Chief Financial officer is 10.00%
iii. There is an increase of 8.03% in the median remuneration of employees in thefinancial year.
iv. There are 38 permanent employees in the company.
v. There is an increase of 6.13% in Company's Performance for the year considering therevenue from the operations and the average increase in the remuneration of the Company is10.00% for the year. The increase in the remuneration was on account of the annualincrement to the employee.
vi. During the financial year 2016-17 remuneration to Key Managerial Personnel isRs.4176861/- as against the Company's performance is Rs.122365475 /- remuneration toperformance ratio comes to 3.41%.
vii. The price earning ratio for the year is 0.03 where as in previous year priceearning ratio was 0.46. There is a decrease in Market Capitalisation of the CompanyMarket capitalisation for current year is Rs.77035500/- and for Previous year it wasRs.78403500/-.
viii. Average increase in the salaries of employees other than the managerial personnelwas 11.41%.
ix. Comparison of remuneration of each KMP against the performance of the Company :
x. The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendation ofNomination and Remuneration committee as per Remuneration Policy for Directors KeyManagerial Personnel and other Employees.
xi. The ratio of the remuneration of the highest paid director to that of the employeewho is not a director but receive remuneration in excess of the highest paid directorduring the year 0.84:1.
xii. It is hereby affirmed that the remuneration paid is as per the remuneration policyof the company.
Average increase in remuneration in point no. (v) relates to all the employeesincluding managerial remuneration. Whereas increase in remuneration in point no. (viii)relates to the employees excluding managerial remuneration.
20. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3) and Schedule V of SEBI (LODR) Regulations 2015 aseparate report on Corporate Governance and a certificate from the Auditors of the Companyare annexed to the Directors' Report.
The members of the Company at the 26th Annual General Meeting of the Companyheld on 12th August 2015 appointed M/s. Mahendra N. Shah & Co. CharteredAccountants Ahmedabad for a period of 5 years subject to ratification of the appointmentas auditors at the Annual General Meeting of each year.
The members are requested to ratify the appointment of M/s. Mahendra N. Shah & Co.Chartered Accountants Ahmedabad to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of the Annual General Meeting of the Company to beheld in the calendar year 2018 on remuneration as may be mutually agreed between theBoard of Directors of the Company and the Auditors.
22. SECRETARIAL AUDITOR:
Mr. Tushar Shridharani Practicing Company Secretary is currently working asSecretarial Auditors of the Company.
Mr. Tushar Shridharani has intimated his inability to continue as Secretarial Auditor.
Complying with the provisions of Section 204 of the Companies Act 2013 the AuditCommittee had recommended and the Board of Directors has proposed to appoint M/s. D. J.Vyas & Associates Company Secretaries Mumbai (Membership No. 2874 & C.P. No.1775) being eligible and having sought appointment as Secretarial Auditor of the companyto carry out the Secretarial Audit of the Company for the year ending March 2018 on feesas may be mutually agreed.
The Secretarial Audit Report for F.Y. 2016-17 is enclosed and marked as Annexure III.
The Directors extend their sincere thanks to the State and Central GovernmentAuthorities and Members for their co-operation and continued support during the difficulttimes being experienced by the Company.
Sincere thanks are also due to the management team and the staff for their valuablecontribution despite adverse circumstances being faced by the Company.