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Shree Ganesh Elastoplast Ltd.

BSE: 530797 Sector: Others
NSE: N.A. ISIN Code: INE400N01017
BSE 00:00 | 03 Dec 15.20 0
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NSE 05:30 | 01 Jan Shree Ganesh Elastoplast Ltd
OPEN 15.50
PREVIOUS CLOSE 15.20
VOLUME 1020
52-Week high 31.10
52-Week low 5.30
P/E 4.47
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.50
CLOSE 15.20
VOLUME 1020
52-Week high 31.10
52-Week low 5.30
P/E 4.47
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Ganesh Elastoplast Ltd. (SHGANESHELAS) - Director Report

Company director report

To

The Members

SHREE GANESH ELASTOPLAST LIMITED.

Dear Shareholders

Your directors have pleasure in presenting herewith the 26thAudited AnnualReport for the year ended on 31stMarch 2020 of your Company.

Financial Results:

The Financial performance of the company during the year is as under:

PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED
ON 31/03/2020 ON 31/03/2019
Income from Sales(Net) 64201121 88761683
Other Income 436750 905002
Total Income 64637871 89666685
Total Expenses 63766626 89515642
Profit Before Tax 871245 151043
Depreciation 28499 34757
Tax Expenses 137279 29240
Deferred Tax (138627) 1712
Provision for FBT. 0 0
Profit / (Loss) After Tax. 872593 119942
Net Profit / (Loss) for the Year 872593 119942
Other Adjustment 0 0

OPERATIONAL OVERVIEW:

Due to supply side shortage during the year there has not been much operation incommodity segment during the year. Moreover the product in which the company has beenoperating has been over saturated. Thus margin has been decreased dramatically. Duringthe year the company has earned total income of Rs. 64637871/- compared to Previousyear of 89666685/- and total expenses of Rs.63766626/- compared to Previous year ofRs. 89515642/-. After deduction of depreciation of Rs.28499/- (Previous Year Rs.34757/-)the company has earned a net profit after tax of Rs.872593/- (Previous year:119941/-).

DIVIDEND:

In the view of carried forward losses Board does not recommend any dividend for theyear under review.

PERFORMANCE:

The company has made net profit of Rs. 872593/- at the end of the Financial Year. Thecompany has made net profit during the last two years.

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.

FIXED DEPOSIT:

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.

REGULATORY STATEMENT:

In conformity with Regulations of SEBI (Listing Obligation and DisclosureRequirement)2015 the Cash Flow Statement for the year ended 31.03.2020 is annexed hereto.The equity shares of the Company are listed on the BSE Ltd. The Company has paid listingfees for the year 2019-20 to BSE.

CORPORATE GOVERNANCE:

The Company's Total paid up equity share capital is less than Rs. 10 crores and itstotal Net worth is less than Rs. 25 crores Hence the Company is being treated as SmallCompany and as such as per SEBI (LODR) 2015 Regulation Number: 15(2) your company isexempt from making compliance with Regulations No. 17 to 27 Clause- B to I of SubRegulation 2 of Regulation 45 and Para C D and E of Schedule V. Accordingly except thestatement on" Management Discussion and Analyses Report" your Directors havethough formed the sub Committees of the Board as per requirements of Corporate Governanceand they are operational however no detailed Report on Compliance with Conditions ofCorporate Governance report are given here with. The Company is exempted from providingreport on Corporate Governance in accordance with regulation 34(3) and schedule V(C) tothe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

INTERNAL AUDITOR:

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.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014are not applicable to your 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 2020were 1779000 which constitute 32.33% 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.Company has formulated various otherpolicies such as Evaluation of Board Performance Policy etc. All such policies weredocumented and adopted by the Board in its meeting held on 10th February2017.In view of carry forward losses the provisions related to CSR are presently notapplicable to the Company. Regarding Performance Review of each of the member of the Boardand also the performance of the various Committees and the Board the Company has adoptedthe Model Code of Conduct for Independent Directors Key Managerial Personnel asprescribed in Schedule IV to the Companies Act 2013 and also as prescribed in the SEBI(Insider Trading) Regulations. The Company strictly follows the procedure to obtainnecessary timely 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.

DEPOSITS:

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.

DIRECTORS:

Mr. Bharat V. Mashruwalashall retires by rotation at the ensuing Annual General Meetingas per provisions of Law. He is eligible for Reappointment and offers himself forreappointment. However During the year there was sad demise of Mr. Mayukh PandyaIndependent Director of the Company on 20th January2020

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.

DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF DIRECTORS AT THEMEETINGS:

During the year the company held total 5 Board meetings on 29/05/2019 09/08/201927/09/2019 13/11/2019 & 13/02/2020. All the Directors were present at all the boardmeetings to consider various businesses and pass necessary resolutions.

The Company has disclosed all the material information to the stock exchanges and theRegistrar of Companies Office in time as per requirements of law and SEBI (LODR) 2015.

Directors present at the Meeting of board:

Names of Director 29/05/2019 09/08/2019 27/09/2019 13/11/2019 13/02/2020
SATISH MAHADEV KAVATHE Yes Yes Yes Yes Yes
MIHIRBHAI RAMESHBHAI SHAH Yes Yes Yes Yes Yes
BHARATBHAI VINODCHANDRA MASHRUWALA Yes Yes Yes Yes Yes
Mayukh Pandya Yes Yes Yes Yes -
HARISHBHAI RATILAL MEHTA Yes Yes Yes Yes Yes
BINA VIJAY PATEL - - - - Yes

COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION:

AUDIT COMMITTEE:

The audit committee of the Board of Directors is as under:

Sr. no. Name Type No. of Meeting
Attended
1. Shri Harishbhai R. Mehta Chairman 5
2. Shri Mihir R. Shah Member 5
3. Shri Satish Kavathe Member 5

(A) FUNCTION OF AUDIT COMMITTEE:

The audit Committee is headed by Shri Harishbhai R. Mehta as Chairman Retired BankManager having knowledge of Banking operations Internal Control Internal Audit ofbusiness operations financial control accounting of financial transactions etc. He hasmore than 30 years of banking experience and also working as audit consultant for variousbanks and other corporations. He is further assisted by two non-executive directors namelyShri Mihir R Shah and Shri Satish Kavathe. Shri Mihir R Shah has business experience over30 years. He has through knowledge of working usage and accounting for financialproducts which company uses to hedge its underlying exposure.

The Committee meets at least once every quarter and prepares its minutes on theproceedings and business discussed and transacted. The Committee reports and takes actionon Internal Auditor's Report. All committee reports and minutes are placed before theBoard in all its meetings for information guidance directions and record keeping. Inaddition the Committee also reviews the reports of the Internal Auditors and obtainsguidance from the internal auditors statutory auditors and other professionals ofcorporate repute from time to time to make timely compliances and payment of statutorydues.

(B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:

The Committee acts as a bridge between the Statutory and the Internal Auditors and theBoard of Directors of the Company. It is authorized to select and establish accountingpolicies review reports of the Statutory and the Internal Auditors and meet with them todiscuss and deliberate their suggestions findings and other related matters. Further thecommittee is authorized to inter alia monitor review and evaluate the Auditor'sindependence performance and effectiveness of the audit process oversight of theCompany's financial reporting process and the disclosure of its financial information andreview the quarterly half yearly and annual financial statements before submission to theBoard for approval. Further the committee is liable to examine the financial statementsand the Auditors' Report thereon approve transactions of the Company with its relatedparties including consequent modifications thereof grant omnibus approvals subject tofulfillment of certain conditions analyze inter-corporate loans and investmentsvaluation of undertakings or assets of the Company wherever it is necessary. Further itis also empowered to review the Management Discussion and Analysis of financial conditionand results of operations and statement of significant related party transactions. It alsolooks into any other matter as referred to it by the Board of Directors from time to time.

Generally all the items stated in Section 177(4) of the Companies Act 2013 and PointA of Part C of the Schedule II of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are covered under the roles of the Audit Committee. TheAudit Committee has been granted powers as prescribed under provisions of the Regulation18(2)(c) of the aforesaid Regulations and reviews all the information as prescribed inPoint B of the Part C of the Schedule II of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE:

(A) TERMS OF REFERENCE:

Shareholders'/Investor Grievance committee looks into investor complaints if any andredresses the same expeditiously. Beside the committee approves allotment transfer &transmission of shares debentures any new certificates on split \ consolidation \renewal etc. as may be referred to it by the Board of Directors. In addition the committeealso looks in to compliance with stock exchange listing agreement and circulation ofshareholder and general public interest information through proper media and stockexchanges from time to time.

(B) FORMATION:

The Shareholders'/Investors Grievance Committee presently comprise all Non-ExecutiveDirectors. During the year the Committee held 12 meeting (Last Saturday of every month)The Attendance of Members at the Meeting was as follows:

Sr. no. Name Type No. of Meeting
Attended
1. Shri Mihir R. Shah Chairman 12
2. Shri Satish Kavathe Member 12
3. Shri Harishbhai R. Mehta Member 12

(C ) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:

The company has merged in this committee its earlier committee of share Transfer. ThisCommittee looks in to all aspects related to Shares Bonds Securities and retailinvestors. The committee also looks after the dematerialization process of equity shares.The Committee is also empowered to keep complete records of shareholders statutoryregisters relating to shares and securities maintaining of the complete record of sharedematerialized and complaints received from investors and other various agencies.

The committee has also appointed Mr. Kamlesh M Shah Practicing Company secretary asconsultants to look after the legal cases and problems relating to the investors sharessecurities etc.

The committee meets every month to approve all the cases of shares demat transferissue of duplicate and resolution of the investors' complaints submission of informationto various statutory authorities like NSDL / CDSL SEBI stock Exchanges Registrar ofcompanies periodically. Other roles duties powers etc. have been clearly defined in linewith the Regulation 20 of listing obligation and disclosure requirement rules of SEBI andkept flexible by the Board from time to time.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee comprises all 3 independent Directors whichare as under:

Sr. no. Name Type No. of Meeting
Attended
1. Shri Mihir R. Shah Chairman 4
2. Shri Harish R Mehta. Member 4
3. Shri Satish Kavathe Member 4

(A)TERMS OF REFERENCE:

The remuneration committee comprises of all non-executive directors. It is headed byMr. Mihir R. Shah non-executive director of the company. The committee is entrusted to dothe following work.

(i) To ascertain the requirements of and appointment of Key Managerial personals.

(ii) To prescribe rules regulations policy requirements of qualifications andexperience of key managerial personnel.

(iii) To decide the terms of conditions of employment and responsibilities authoritiesof all executive directors Managing Director and to ensure that they discharge theirduties diligently and report to Board regularly.

(iv) To fix the remuneration payable to Managing Director Executive Director WholeTime Directors.

(v) To decide on distribution of profits as commission amongst various executive andnon-executive directors.

(vi) To design frame and make policy for remuneration payable for key managerialpersonnel and up to 3rd rank departmental heads by way of issue of shares as ESOP or stockoptions or otherwise including to provide staff loans/ advances to subscribe to any ESOPsor Stock options by employees of the company.

Further except the cash reimbursement of actual expenses incurred by directors noother benefits in the form of stock options or ESOP etc. are being offered to anydirectors of the Company or to any key managerial personnel for the year. As the companyhas long overdue accumulated losses in its books of accounts; it is not paying any sittingfees or commission of net profit or any other remuneration in kind to any of itsdirectors. The Company does not have any key managerial personnel receiving remunerationof more than Rs. 200000/- Per Month. The company is regular in labor compliances andpayment of statutory labor dues with relevant authorities in time.

Other function roles duties powers etc. have been clearly defined in line with theRegulation 19 of listing obligation and disclosure requirement rules of SEBI and keptflexible for medication by the Board from time to time.

NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:

Name of the Committee No. of Meeting held
Board Of Directors 5
Audit Committee of Board 5
Nomination Remuneration Committee 4
Shareholders' /Investor Grievance 12
Committee

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 positionof a key managerial personnel or is or has been employee of the company or its holdingsubsidiary or associate company in any of three financial years immediately preceding thefinancial year in which I\he is proposed to be appointed. (b) Is or has been an employeeor proprietor or a partner in any of the three financial years immediately preceding thefinancial years in which he is proposed to be appointed of (i) A firm of auditors orcompany secretaries in practice or cost auditors of the company or its holding subsidiaryor 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 moreof the total voting power of the company; OR (iv) Is a Chief Executive or director bywhatever name called or any non-profit organization that receives twenty five per cent ormore of its receipts from the Company any of its promoters directors or its holdingsubsidiary or associate company or that holds two per cent or more of the total votingpower 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 March2019 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) 2015andprovisions 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 purposes the Board makes evaluation twice in a year on a half yearlybasis.

3. The performance of individual directors is evaluated by the entire Board excludingthe Director being evaluated on the basis of presence of every director at a meetingeffective participation in discussion of each business agenda feedback receives fromevery director 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 is 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.850000per month during the year or Rs. 1.2 Cr. per annum in the aggregate if employed part ofthe year.

AUDITORS:

STATUTORY AUDITORS:

Ratification of Re- appointment of Statutory Auditors M/s. J Vageriya and Associates apeer reviewed firm of Chartered Accountants for the Company for the year 2019-20 and tohold the office as such from the date of conclusion of this Annual General Meeting untilthe conclusion of the next Annual General Meeting and to fix their remuneration with theBoard of Director in their Meeting.

SECRETARIAL AUDITOR:

The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditorfor the financial year 2019-20. They have given their report in the prescribed form MR-3which is annexed to this report as an ANNEXURE A.

STATUTORY INFORMATION:

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.

MATERIAL CHANGES / INFORMATION:

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.

APPRECIATION

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: 13th August 2020 Shree Ganesh Elastoplast Limited
Place: Ahmedabad
Sd/-
(BHARATBHAI V. Mashruwala)
Whole time director
(DIN: 03440503)

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