Mar 31, 2016
The Directors takes pleasure in presenting the 6th Annual Report on the business and operations of the company together with the Audited Financial Statements for the financial year ended on 31st March, 2016.
1) FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Financial Results (Rupees in Lacs)
Year ended 31-03-2016
Year ended 31-03-2015
Profit (Loss) before tax
Less: Tax Expenses
Net Profit (Loss) After tax
Despite acute competition, performance of your Company for the year under review has remained encouraging. The company has booked profit of Rs. 13.26 lacs which is increased by 23.35% as compared to last year.
The EPS was recorded at 0.30, which was lower compared to that of last year. The same is lowered in view of the 12, 66,000 Eq. Shares being added to the pool throw an IPO during the year under review.
3) INITIAL PUBLIC OFFERING& SHARE CAPITAL
During the year under review, your company came up with an IPO of 12, 66,000 Equity shares of Rs.10/- each at a premium of Rs. 14/- per share with Total Issue size of Rs. 303.84 Lacs. Your Board is really thankful for the trust posed in the Company. Subsequently the shares of the company have been listed on SME Platform of BSE since July 16, 2015.
At present, the Company has only one class of share - Equity shares of par value Rs. 10 each. The authorized share capital of the company is Rs. 6,50,00,000/- divided into 65,00,000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 4,75,65,000 /- divided into 47,56,500 equity shares of Rs. 10 each.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
In view of Conserving Resources, your Directors do not recommend any Dividend on equity shares for the year ended 31st March, 2016.
The Board proposes to transfer current year profit of Rs.13.26 Lacs to General Reserve A/C for the Financial Year ended on 31st March, 2016.
The Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and under the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
7) FUTURE OUTLOOK
The company look forward to diversify its product base and emphasizing focus on paper waste being the major raw material required by paper manufacturers.
8) ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
In accordance with the provisions of Clause (m) of Sub Section (3) of Section 134 the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE - 1 and forms part of this report.
9) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The Board of Directors of the Company has approved the proposal of Amalgamation of M/s. Gala Products Ltd. with M/s. Gala Print City Ltd. on the board meeting held on 26thMarch, 2016 and the company has prepared and approved scheme of Amalgamation.
The company has filled application for Amalgamation of M/s. Gala Products Ltd. with M/s. Gala Print City Ltd. to the BSE- Designated Stock Exchange and to the High Court of Gujarat also.
There were no such other material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.
10) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.
11) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence, details relating to Subsidiary/Joint Ventures/Associate Companies are not provided for.
12) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
13) EXTRACTS OF ANNUAL RETURN
An extract of Annual Return in Form MGT_9 is attached herewith. (ANNEXURE-2)
14) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions.
15) DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide experience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vishal M. Gala (DIN: 00692090) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.
The Company had, pursuant to the provisions of regulation 17 of the Listing Regulation, appointed Mr. Maulik R. Vyas (DIN: 06921705), Mr .Rajan N. Mehta(DIN:06923405), Mrs. Alpa J. Pandya (DIN:07013011), as an Independent Directors of the Company.
Mr. Sanket Rajeshbhai Sheth, Executive Director of the company has resigned with effect from 25.12.2015 due to his other pre-occupations. The board has accepted his resignation in the meeting held on 26.12.2015 & appointed Mr. Anuj M. Shah as additional director.
The Board of Directors record its sincere appreciation and recognition of the valuable contribution and services rendered by Mr. Sanket Sheth during their association with company.
All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
The Board recommends re-appointment/ re-designation of Mr. Anuj M. Shah from Additional Director to Executive Director of the company, at the ensuing Annual General Meeting.
There were no other changes in the constitution of Board of Directors during the year.
Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance between fixed and incentive pay reflecting short and long term performance objectives of the employees in line with the working of the Company and its goals.
The brief particular of all directors, for which approval of member for their appointment or reappointment is sought, is furnished with the notice.
16) EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Listing Regulation and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.
17) POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.
18) VIGIL MECHANISM AND WHISTLE BLOWER POLICY
In accordance with Section 177 of the Companies Act, 2013 and Listing Regulation, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct.
The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.
19) MANAGERIAL REMUNERATION
Details of remuneration paid / payable to the Directors for Financial Year 2015-2016 is disclosed in Extracts to Annual Return i.e. Annexure 2 of the Boardâs Report .
The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - 3.
20) INDEPENDENT DIRECTORS'' MEETING
Independent Directors of the Company had met during the year under the view details of which are given in the Corporate Governance Report.
21) COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.
There are currently four Committees of the Board, as follows:
1. Audit Committee
2. Stakeholders'' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition and meetings held during the year are provided in the "Report on Corporate Governanceâ, a part of this Annual Report.
A. STATUTORY AUDITORS
M/s. PP Shah & Co. Chartered Accountants, Ahmedabad who hold office until the conclusion of the ensuing Annual General Meeting are recommended for re-appointment to audit the accounts of the Company for the financial year 2016-2017. The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. PP Shah & Co. that their appointment, if made, would be in conformity with the limits specified under the said section. You are requested to appoint the Auditors and fix their remuneration.
The notes to the accounts referred to in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments.
M/s.PP Shah & Co. Chartered Accountants, Ahmedabad (FRN:131378W) were appointed as Statutory Auditors of your Company at the previous Annual General Meeting held on 30th September , 2015 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s.PP Shah & Co, Chartered Accountants, Ahmedabad that their appointment, if made, would be in conformity with the limits specified under the Act.
It is proposed to ratify the appointment M/s. PP Shah & Co, Chartered Accountants, Ahmedabad to audit the accounts of the Company for the financial year 2016-2017.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mehul Thakkar & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 4.
There is no qualification, reservation or adverse remark in the report.
23) INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The committee carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The board have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
24) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.
25) PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
26) CORPORATE GOVERNANCE
As required by the existing Regulation 34 (3) of the Listing Regulation, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report.
27) CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated Listing Regulation is appended to the report on Corporate Governance.
28) GENERAL SHAREHOLDER INFORMATION
General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.
29) DIRECTORSâ RESPONSIBILITY STATEMENT
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Your Directors state thatâ
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31-03-2016 and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.
The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve in these trying times.
For and on behalf of the Board
(Vishal M. Gala)
Mar 31, 2015
The Directors have pleasure in presenting their 5th Annual Report together with the Audited Statements of Accounts for the financial year ended on March 31, 2015.
(Rupees in lacs)
Year ended March 31st Standalone 2014-15 2013-14
Total Income 1405.34 475.45
Less: Expenditure 1359.73 424.50
Profit / (Loss) before 45.61 50.95
Interest and Depreciation
Less: Interest 20.51 23.35
Less: Depreciation 11.66 26.90
Profit/(Loss) Before Tax 13.44 0.703
Less: Provision For Taxation 2.69 (0.77)
Profit/(Loss) After Tax 10.75 1.473
* Standalone financial performance
The Company has successfully achieved several milestones in the past and has continued its journey in this year too in spite of the difficult phase through which most of the Indian infrastructure industry is passing through. During the Period under review the total revenue has increased from Rs. 475.45 Lacs to Rs. 1405.34 Lacs. The year under review has been another very tough year for the Infrastructure Industries which is passing through recessionary phase in last three years.
Modest growth, coupled with delays in settlement of claims/ litigations with the clients, slower industrial growth, high interest rate, delays in projects, delay in payments from clients etc. has continuously put the company into stress. Though, the Company is taking all the setbacks positively and believes to sustain corporate stability with low cost and high quality work. We strongly believe that infrastructure sector is bound to grow at a very good pace in the coming financial year.
In spite of the above, your company has achieved decent Turnover of Rs. 1405.34 Lacs, during the year 2014-15. This indicates itself that the company's management has proved its ability to retain business, in fact added new customers, in tough times of industry. The company has incurred net Profit of Rs. 10.75 lacs for the financial year 2014-15.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, it is hereby confirmed:
1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. that selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit or loss of the Company for the period under review;
3. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that annual accounts of the Company have been prepared on a 'going concern' basis.
5. that internal financial controls have been laid down to be followed by the company and that such controls are adequate and were operating effectively.
6. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder and as per section 6 of the Companies Act, 2013,Mr. VISHAL MULCHANDBHAI GALA, Chairman and Managing Director, whilst holding office as Chairman and Managing Director and being longest in office has given his consent to retire by rotation at the ensuing annual general meeting of the Company and being eligible have offered himself for reappointment. During the period, Ms. ALPA JIGNESH PANDYA were appointed as Additional Directors being Independent Directors and their appointments are proposed to be regularized at the forthcoming Annual General Meeting until completion of one term of five years commencing from the date as mentioned in the resolution contained in the notice attached with this Annual Report.
The Board of Directors records its sincere appreciation and recognition of the 05th Annual Report 2014-15 valuable contribution and services rendered by them during their association with the Company.
Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the period. The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.
The brief particulars of all directors, for which approval of members for their appointments or re- appointments are sought, is furnished in the statement of Corporate Governance published elsewhere in this Annual Report.
MEETINGS OF BOARD OF DIRECTORS:
During the Financial Year under review, the Board has met Seventeen times i.e. on 15th May 2014 04th July 2014, 14th July 2014, 01st August 2014 and 14th August 2014, 18th August 2014, 22th August 2014, 02nd September 2014, 16th September 2014, 22nd September 2014, 23th September 2014, 01st November 2014, 20th December 2014, 01st January 2015, 19th January 2015 and 22nd January 2015.
CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE:
As on January, 2015, the Company has constituted the Audit Committee under the Chairmanship of Mr. Maulikkumar Vyas an Independent Director and Mr. Rajan Mehta Independent Director and Mr.Vishal Gala, Managing Director as Members of the Committee.
The Company has adopted a Vigil Mechanism in form of whistle blower policy. It aims at providing means to employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that such vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.
The Company has already in place, a Risk Management Plan. Brief details of various types of risk are provided in the Management Discussion and Analysis section of the Annual Report.
AUDITORS & AUDITORS REPORT:
In the current financial year, M/s. PP Shah & Co., Chartered Accountants, Ahmedabad, had appointed as Statutory Auditors of the Company in the general annual meeting held on 30th September, 2015 to conduct the Statutory Audit for the F.Y 2015-16.
Considering the coinciding of the general meeting and the Annual General Meeting, it is proposed that the appointment of M/s. PP Shah & Co., Chartered Accountants, Ahmedabad, be made as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting,
M/s. PP Shah & Co., Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment 5(five) consecutive years from the date of the 05th Annual General Meeting (AGM) for a term up to the conclusion of 10th AGM of the Company in the Calendar year 2020 (subject to ratification of the appointment by the members at every AGM held after this AGM). The company has obtained a certificate from M/s. PP Shah & Co., Chartered Accountants, to the effect that their proposed re-appointment, if made, would be in accordance and conformity with the limits as specified in that section. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.
Auditors' Qualifications and Management's Reply:
---to be given---
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors in line with the Companies Act, 2013 and SEBI circular dated 17th April, 2014 are given in the Corporate Governance Report annexed which forms part of this report.
PARTICULARS OF EMPLOYEES:
None of the employees exceed the limit of drawing remuneration, therefore Provisions of that not applicable to the company.
DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:
Information as per Section 134 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2015 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure 'B', forming part of this Report.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any scheme. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
No Loans, Guarantees, or Investments given / made during the Financial Year ended 31st March, 2015.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 is given in Annexure - C and forms part of the Directors' Report.
Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partners/Associates.
For and on behalf of the Board of Directors
Date: 04.09.2015 VISHAL GALA Place: Ahmadabad Chairman & Managing Director [DIN: 00692090]