Your Directors have pleasure to present the 34th ANNUAL REPORT together withthe Audited Financial Statements for the Financial Year 2017-18 ended 31st March2018.
1. FINANCIAL RESULTS :
(Rs. in Lakh)
|Particulars ||2017-18 ||2016-17 |
|Operating Profit (Before Interest & Depreciation) ||2496.73 ||1612.40 |
|Less: Interest/Finance Cost ||1132.39 ||962.52 |
|Profit before Depreciation ||1364.34 ||649.88 |
|Less: Depreciation ||570.08 ||581.14 |
|Less/(Add): Extra Ordinary Items ||77.07 ||(64.68) |
|Profit before Tax ||717.19 ||133.42 |
|Less: Current Tax ||- ||25.43 |
|(Add): Deferred Tax ||(11.78) ||(6.31) |
|Less: Income tax for earlier years ||19.60 ||- |
|Profit / (Loss) after Tax ||709.37 ||114.30 |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2018 and date of this report.
Your Directors are pleased to recommend a dividend of ` 0.01 per Cumulative RedeemablePreference Share of the Company for the year under review. The dividend will be paid whendeclared by the shareholders in accordance with the law. The total dividend outgo will be` 4800 for the year 2017-18. However with a view conserve the resources for the workingcapital requirement of the Company the Board of Directors has not recommended anydividend for the year under review on Equity Shares.
The revenue from operations is decreased by 16.95% from ` 31763.91 lakh for theprevious year 2016-17 to ` 26381.27 lakh for the year 2017-18. The Company expects betterperformance during the year 2017-18 with expecting increase in demand for PP bags fromCement Sector which is expecting to perform better due to Government's focus oninitiating policy that would ensure time-bound creation of world class infrastructure inthe country.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular inpayment of Annual Listing Fees. The Company has paid Listing fees up to the year 2018-19.
6. INCREASE IN AUTHORISED SHARE CAPITAL:
The Authorised Equity Share Capital of the Company has been increased to ` 21 Croredivided into 16000000 Equity Shares of ` 10/- each and 500000 Cumulative RedeemablePreference Shares of ` 100/- each upon passing of Special Resolution in the Extra OrdinaryGeneral Meeting held on 28th April 2018.
7. ISSUE OF 1500000 WARRANTS CONVERTIBLE INTO EQUITY SHARES:
The Company after obtaining necessary approvals has issued 1500000 Warrants onPreferential basis to Non-Promoter Investors convertible into 1500000 Equity shares of `10/- (Rupees Ten only) each fully paid up at a price which shall not be lower than theprice determined in accordance with provision of Chapter VII of the SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2009. BSE Limited (BSE') has given itsin-principle approval for the issue and allotment of 1500000 warrants convertible intoEquity shares of ` 10/- each at a price not less than ` 60/- per share (including apremium of ` 50/- per equity share) on preferential basis vide its letter No.DCS/PREF/SD/PRE/ 1758/2016-17 dated March 15 2017. The Company has already allotted1500000 convertible warrants against 25% of the subscription money as per the terms ofissue. This will improve leverage ratio and overall financial position of the Company.
8. RAISING OF FUNDS / ISSUANCE OF SECURITIES THROUGH QUALIFIED INSTITUTIONSPLACEMENT
In view of the Company's requirement of additional capital to meet the needs of settingup a new facility for manufacturing for ADSTAR BAG/GEO Textile to meet the additionallong term working capital requirements repayment/ servicing of existing debts and forother general corporate objectives/ purposes and to augment the capital base andfinancial position the Company had obtained approval of its members by way of ExtraOrdinary General Meeting held on 24th March 2018 to raise funds up to ` 35Crore by way of Qualified Institutions Placement in accordance with the applicableprovisions of Companies Act 2013 SEBI (ICDR) Regulations 2009 and other applicablelaws. The Company is in the process of raising funds through QIP. This will improve theoverall financial position of the Company including its debt equity ratio.
9. RECLASSIFICATION OF PERSONS/ ENTITIES FORMING PART OF THE PROMOTER GROUP FROMPROMOTER & PROMOTER GROUP CATEGORY' TO PUBLIC CATEGORY':
In accordance with Regulation 31A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and other applicable provisions and after obtainingnecessary approval from the members of the Company through Postal Ballot commenced on 27thJanuary 2018 and ended on 26th February 2018 the Company made Applicationdated 9th March 2018 to BSE Limited for reclassification of the followingpersons/entities forming part of the Promoter Group from Promoter & PromoterGroup Category' to Public Category':
|Name of the Shareholders ||No. of shares held ||% of the paid up capital |
|Anil Kumar Khetawat ||100000 ||1.13 |
|RTL Logistics Limited ||89000 ||1.00 |
|Jugal Kishore Khetawat HUF ||70000 ||0.79 |
|Seema Khaitan ||20000 ||0.23 |
|SUB TOTAL (A) ||279000 ||3.15 |
|Name of the Shareholders ||No. of shares held ||% of the paid up capital |
|Status Credit & capital Pvt Limited ||100000 ||1.13 |
|Gopala Mercantile Limited ||28000 ||0.32 |
|Swastik Capital and Stock private Limited ||3833 ||0.04 |
|Ram Narayan Nathmal Somani ||1016 ||0.01 |
|Navjeevan Credit & Holdings Ltd ||0 ||0.00 |
|Navjeevan Synthetics Pvt Limited ||40 ||0.00 |
|Shree Prakash Nathmal Somani ||4 ||0.00 |
|SUB TOTAL (B) ||132893 ||1.50 |
|TOTAL (A+B) ||411893 ||4.65 |
The Company received Approval Letter from BSE Limited dated 23rd April 2018approving the Reclassification of the above named entities/ persons into Public Categoryw.e.f 23rd April 2018.
10.1 One of your Directors viz. Mr. Mahendra N. Somani retires by rotation in terms ofthe Articles of Association of the Company. However being eligible offers himself forre-appointment.
10.2 Mr. Malay Dalal resigned from the office of Director w.e.f 28thSeptember 2017.
10.3 Mr. Kishori Lal Sonthalia has been appointed as Independent Director of theCompany w.e.f 14th November 2017.
10.4 Ms. Nirali Patel resigned from the office of Director w.e.f 23rdNovember 2017.
10.5 Ms. Palak D. Parekh has been appointed as Independent Director of the Companyw.e.f 12th February 2018.
10.6 The office of Mr. Balkrishna Mittle as Director of the Company has been vacatedunder Section 167 of the Companies Act 2013 w.e.f 12th February 2018.
10.7 Mr. Sanjay Maniar has been appointed as Independent Director of the Company w.e.f15th March 2018.
10.8 The Board of Directors duly met 15 times during the financial year under review.
10.9 The Company has received necessary declaration from each Independent Directors ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.
10.10 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.
10.11 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:
(i) that in the preparation of the annual accounts the applicable accounting standards(IND-AS) had been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March2018 being end of the financial year 2017-18 and of the profit of the Company for theyear;
(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had 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 systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
12. MANAGERIAL REMUNERATION:
|Name of the Director & Designation ||Remuneration for the year 2016-17 ||% increase over last year ||Parameters ||Median of Employees Remuneration ||Ratio ||Commission received from Holding/ Subsidiary |
|1. Mr. Manoj M. Somani Managing Director ||` 1740000/- ||- ||Higher responsibility and time involvement due to current expansion & modernisation ||` 15751/- ||10.31 ||N.A. |
|2. Mr. Manish M. Somani Whole Time Director ||` 1500000/- ||- || ||` 15751/- ||8.89 ||N.A. |
|3. Mr. Mahendra N. Somani Whole Time Director ||` 1200000/- ||- || ||` 15751/- ||6.35 ||N.A. |
The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company's websitewww.gopalapolyplast.com
13. KEY MANAGERIAL PERSONNEL:
% increase in remuneration of Directors & KMP:
|Name of the Director & KMP ||Designation ||Percentage Increase (If any) |
|Mr. Manoj M. Somani ||Managing Director ||- |
|Mr. Manish M. Somani ||Whole Time Director & CFO ||- |
|Mr. Mahendra N. Somani ||Whole Time Director ||- |
|Mr. Ketankumar R. Vala ||Company Secretary ||- |
14. PERSONNEL AND H. R. D.:
14.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.
The number of Employees of the Company are 360.The relationship between averageincrease in remuneration and Company's performance is as per the appropriate performancebenchmarks and reflects short and long term performance objectives appropriate to theworking of the Company and its goals.
14.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.
15. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.gopalapolyplast.com.
The particulars of Contracts or Arrangements entered into with related parties referredto in Section 188(1) of the Companies Act 2013 are given in Form AOC-2 attachedwith this Report as Annexure B.
16. DETAILS OF LOANS GUARANTEES INVESTMENT & SECURITIES PROVIDED:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements attachedto the Directors' Report.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption forms part of this report and is given by way of Annexure- A.
18. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance ManagementDiscussion and Analysis (MDA) and a certificate regarding compliance with the conditionsof Corporate Governance are appended to the Annual Report as Annexure - C.
19. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure D. Theremarks of Auditor are self explanatory.
19. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure E.
20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
The present Auditors of the Company M/s. Ashok Dhariwal & Co. CharteredAccountants Ahmedabad (Firm Registration No. 100648W) were appointed as StatutoryAuditors of the Company at the 33rd Annual General Meeting for a period of 5years i.e. for financial years 2017-18 to 2021-2022. They continue to hold office asStatutory Auditors till the conclusion of 38th AGM to be held in the year 2022.
The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.
The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
21.4 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
21.5 RISK MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
21.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
21.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.
21.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
21.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.
The present liability for future payment of Gratuity as on 31st March 2018is not actuarially determined and provided for as per Indian Accounting Standard-19 (IndAS-19) "Employee Benefits" and also as per the provisions of Section 128 of theCompanies Act 2013 relating to preparation of Books of Account on accrual basis. TheCompany has provided for the amount of Gratuity liability for the employees on the basisof Management's estimate which has been explained in the Auditor's Report.
21.11 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
22. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
23. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz NSDL and CDSL. The ISIN allotted is INE136C01036.
24.1 The Company's Income-tax Assessment has been completed up to the Assessment Year2016-17 and Sales-tax Assessment is completed up to the Financial Year 2013-14.
24.2 The Company is enjoying Working Capital facilities Corporate Loan and Term Loanfrom Dena Bank Limited other Banks and Financial Institutions. The Company is generallyregular in payment of interest and principal.
Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co-operation. Your Directors also place onrecord their grateful appreciation and co-operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.
| ||For and on behalf of the Board |
|Place : Santej ||Manoj M. Somani |
|Date : 20th July 2018 ||Chairman & Managing Director |