SHREE GANESH ELASTOPLAST LIMITED.
Your directors have pleasure in presenting herewith the 23rd Audited AnnualReport for the year ended on 31stMarch 2017 of your Company.
The Financial performance of the company during the year is as under:
|PARTICULARS ||FOR THE YEAR ENDED ON 31/03/2017 ||FOR THE YEAR ENDED ON 31/03/2016 |
|Income From Sales (Net) ||92859311 ||167527715 |
|Other Income ||559610 ||524928 |
|Total Income ||93418921 ||168052643 |
|Total Expenses ||96620470 ||166388807 |
|Profit Before Tax ||(3201549) ||1666681 |
|Depreciation ||34972 ||62223 |
|Tax Expenses ||- ||257455 |
|Deferred Tax ||(17230) ||2380 |
|Provision for FBT. ||0 ||0 |
|Profit/(Loss) After Tax. ||(3184319) ||1406846 |
|Net Profit/(Loss) for the Year ||(3184319) ||1406846 |
|Other Adjustment ||0 ||0 |
|Previous Year Balance B/F ||(30194261) ||(31601107) |
|Balance Carried to Balance Sheet ||(33378580) ||(30194261) |
|Earnings Per Share (In Rupees) ||(0.58) ||0.26 |
The company has engaged in business of commodities. Current year was difficult for thecompany as there is supply side shortage in commodities in which the company operates.During the year the company has earned total income of Rs. 93418921/- compared toPrevious year of 168052643/- and total expenses of Rs. 96620470/- compared to Previousyear of Rs. 166388807/-. After deduction of depreciation of Rs. 34972/- (Previous YearRs. 62223/-) the company has earned a net loss after tax of Rs. (3184319)/- (Previousyear : 1406846/-). Due to challenging environment the company incurred above mentionedlosses. However the management is optimistic about future growth.
In the view of carried forward losses Board does not recommend any dividend for theyear under review.
The company has made loss of Rs. (3184319)/- at the end of the Financial Year. Thecompany has registered for the period more than five years and accumulated losses of thecompany is more than 50% of company's net worth.
DETAILS OF THE ASSOCIATES/ JOINT VENTURE/SUBSIDIARIES COMAPANIES:
The company does not have holding or subsidiary companies during the year and no othercompany has become holding/subsidiary/ joint venture.
SHARE CAPITAL STRUCTURE:
During the year under review there were no changes in the Authorized IssuedSubscribed and Paid up Share Capital Structure of the Company.
The Company has not accepted any public deposit during the year under review and noamount against the same was outstanding at the end of the year.
In conformity with Regulations of SEBI (Listing Obligation and DisclosureRequirement)2015 the Cash Flow Statement for the year ended 31.03.2017 is annexed hereto.The equity shares of the Company are listed on the BSE Ltd. The Company has paid listingfees for the year 2017-18 to BSE.
Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. A Report on CorporateGovernance as per the Regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report as an Annexure B.
The Company has appointed an Independent firm of Chartered Accountants to act as anInternal Auditor as per suggestion of auditors and recommendation of the Audit Committeein order to strengthen the internal control system for the Company.
DEMATERIALISATION OF SECURITIES:
Your Company's Equity shares are admitted in the System of Dematerialization by boththe Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement throughRegistrar and Share Transfer Agent M/s Skyline Financial Services Pvt. Ltd. The Investorsare advised to take advantage of timely dematerialization of their securities. The ISINallotted to your Company is INE400N01017. Total Share dematerialized up to 31st March 2017were 15 96500 which constitute 29.01% of total capital. Your Directors request all theshareholders to dematerialize their shareholding in the company as early as possible.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIESACT 2013:
The Company has not entered into related parties transactions for sale/purchase ofgoods or services at preferential prices. However all the transactions in the nature ofsales/purchase of goods or services are made on arm's length basis. The same were reportedto the Board at every meeting and Board took a note of the same and approved. Otherdetails for inter corporate financial transactions or remuneration and other benefits paidto directors their relatives key managerial personnel etc. are given in the notes to theaccounts vide note no 31 as per requirements of AS 18.The Company has formulated variousother policies such as Evaluation of Board Performance Policy etc. All such policies weredocumented and adopted by the Board in its meeting held on 10th February 2017.
As the Company is loss making one the provisions related to CSR is presently notapplicable to the Company.
Regarding Performance Review of each of the member of the Board and also theperformance of the various Committees and the Board the Company has adopted the ModelCode of Conduct for Independent Directors Key Managerial Personnel as prescribed inSchedule IV to the Companies Act 2013 and also as prescribed in the SEBI (InsiderTrading) Regulations. The Company strictly follows the procedure to obtain necessarytimely declarations from each of the directors and key managerial personnel.
Management's Discussion and Analysis:
Management's discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained in a separately in CorporateGovernance Report.
The company has not invited or accepted any Deposit Loans or finance from the publicin violation of section 73(1) of Companies Act 2013 or any rules made there under.
Mr. Mihir R Shah shall retire by rotation at the ensuing Annual General Meeting as perprovisions of Law. He is eligible for Reappointment and offers himself for reappointment.
DETAILS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013:
During the year under review the Company has not made any inter corporate loansinvestments given any corporate guarantee to any other body corporate subsidiaryassociate or any other company.
DECLARATION BY INDEPENDENT DIRECTORS:
(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director.
(2) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary orassociate company.
(4) Who are or were not related to promoters or directors in the company its holdingsubsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lacsrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year
(7) Who neither himself nor any of his relatives
(a) Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of threefinancial years immediately preceding the financial year in which I\he is proposed to beappointed.
(b) Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he is proposed to beappointed of
(i) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; OR
(ii) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;
(iii) Holds together with his relatives two per cent or more of the total voting powerof the company; OR
(iv) Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act 2013 inrelation to financial statements for the year 2015-16 the Board of Directors state:
a) In the preparation of the annual accounts for the financial year ended 31st March2017 as far as possible and to the extent if any accounting standards mentioned by theauditors in their report as not complied with all other applicable accounting standardshave been followed along with proper explanation relating to material departure;
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 at the end of the financial year andprofit and loss account 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 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 have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1) :
In compliance with Section 178 (1) as also in compliance with applicable Regulations ofSEBI (LODR) 2015 the Board of Directors does hereby declare that:
a. The Company has proper constitution of the Board of Directors including independentdirectors in proportion as per requirement of SEBI (LODR) 2015.
b. The Company has constituted Nomination and Remuneration Committee StakeholdersRelationship Committee Audit Committee as per requirements of the SEBI (LODR) 2015 andprovisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of independent directorswho are persons of reputation in the society have adequate educational qualificationsufficient business experience and have integrity & loyalty towards their duties.
d. The Company pays managerial remuneration to its Managing/Whole Time Directors basedupon their qualification experience and past remuneration received by them from theirprevious employers and company's financial position.
e. The Independent Directors are not paid sitting fee.
f. The Company is not paying any commission on net profits to any directors.
g. During the year the Board has met 5 times during the year. The details of presenceof every director at each meeting of the Board including the meetings of the Committeesif any are given in the reports of the Corporate Governance.
SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD INDEPENDENT DIRECTORS AND COMMITTEES ANDINDIVIDUAL DIRECTORS
1. The Board makes evaluation of the effectiveness and efficiency of every individualdirector committee of directors independent directors and board as a whole.
2. For these purpose the Board makes evaluation twice in a year on a half yearly basis.
3. The performance of individual directors are evaluated by the entire Board excludingthe Director being evaluated on the basis of presence of every directors at a meetingeffective participation in discussion of each business agenda feedback receives fromevery directors on draft of the minutes and follow up for action taken reports from firstline management.
4. Effectiveness and performance of various committees are evaluated on the basis ofthe scope of work assign to each of the committees the action taken by the committees arereviews and evaluated on the basis of minutes and agenda papers for each of the committeemeetings.
5. The performance of independent directors are evaluated on the basis of theirparticipation at the meetings and post meeting follow up and communication from each ofsuch independent directors.
PARTICULARS OF THE EMPLOYEES:
Particulars of the employees as required under provisions of Section 197 (12) of theAct read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are not attached with this reportsince there was no employee who was in receipt of remuneration in excess of Rs.500000per month during the year or Rs. 60 Lacs per annum in the aggregate if employed part ofthe year.
M/s. Sunil Dad Chartered Accountants an Auditors firm is statutory auditor of thecompany since 2008-09. As per Rule 6(3) of the Companies (Audit and Auditors) Rules 2014they are eligible to continue as the statutory auditors of the company for financial year2017-18. Accordingly Statutory Auditors of the company have given their letter of consentand confirmation under section 141(1) the Companies Act 2013 for their appointment asStatutory Auditors of the Company up to the financial year 2017-18. hence the Board hasnow proposed to appoint the Statutory Auditors for a period of up to 2017-18. NecessaryResolution for their appointment as the Statutory Auditors and fixing their remunerationis proposed to be passed at the Annual General Meeting.
The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditorfor the financial year 2016-17. They have given their report in the prescribed form MR-3which is annexed to this report as an ANNEXURE A.
OBSERVATIONS OF THE SECRETARIAL AUDITOR:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutives Directors and Independent Directors with the womandirector. The company has appointed Mr. Yogen Vyas as a company secretary after closure offinancial year.
AUDITOR'S REPORT AND OBSERVATION:
1) Note 2 in the financial statement which indicates that the Company has accumulatedlosses and its Net worth has been substantially eroded the Company has incurred a netloss/net cash loss during previous year (F.Y. 2016-2017) and however the Company currentliabilities does not exceeded its current assets as at the balance sheet date. Theseconditions along with other matters indicate the existence of a material uncertaintythat cast significant doubt about the Company's ability to continue as a going concern.However the financial statements of the Company have been prepared on a going concernbasis and there is no doubt about the company's ability to continue as going concern.
The Company has diversified its business activities to trading in agriculturalcommodities. It requires finance only in the working capital form. The said business isrunning well and company is also maintaining high current assets than current liabilitiesas per banking norms. Though the company has accumulated losses of previous businessactivities and its net worth is eroded the current business activity is running well andis also a profitable. Hence the financial statements are prepared on going concern basisand management is hopeful that the said status will not be affected.
The Information required to be disclosed in the report of the Board of Directors as perthe provisions of Section 134 of the Companies Act-2013 and the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 regarding the conservation ofenergy; technology absorption foreign exchange earnings and outgo are not applicable tothe company. As Company is not manufacturing any product or providing any services.
1. No material changes have taken place after the closure of the financial year up tothe date of this report which may have substantial effect on the business and financial ofthe Company.
2. No significant and material orders have been passed by any of the regulators orcourts or tribunals impacting the going concern status and companies operations in future.
Your Directors place on record their sincere appreciation for the valuable support andco-operation as received from government authorities Financial Institutions and Banksduring the year. The Directors are also thankful for the support extended by CustomersSuppliers and contribution made by the employees at all level. The Directors would alsolike to acknowledge continued patronage extended by Company's shareholders in its entireendeavor.
| ||On Behalf of the Board of Directors |
|Date: 22nd May 2017 ||Shree Ganesh Elastoplast Limited |
|Place: Ahmedabad ||Sd/- |
| ||(BHARATBHAI V. Mashruwala) |
| ||Whole time director |
| ||(DIN:03440503) |