Directors Report of GKB Ophthalmics Ltd.
Mar 31, 2018
Dear Shareholders,
The Directors are pleased to present their 36th Annual Report and the Audited Accounts of the year ended March 31, 2018.
FINANCIAL RESULTS :
Rs. in lakhs
|
2017-18 |
2016-17 |
||
|
a) |
Sales & Other Income |
3,848.66 |
4,214.26 |
|
b) |
Profit/Loss before Depreciation and Tax |
(126.56) |
(44.03) |
|
c) |
Provision for Depreciation |
158.16 |
133.62 |
|
d) |
Provision for Tax |
19.30 |
(28.87) |
|
e) |
Exceptional Items |
- |
269.77 |
|
f) |
Profit after Depreciation and Tax |
(265.42) |
63.23 |
|
g) |
Balance from previous years |
1,624.76 |
1,561.52 |
|
h) |
Balance carried forward |
1,359.33 |
1,624.76 |
OPERATIONS :
During the year under review, the turnover of the Company was lower to the tune of Rs. 3,848.66 lakhs compared to Rs. 4,214.26 lakhs in the previous financial year. There was a net loss from operations of Rs. 265.42 lakhs during the current financial year compared to a net profit of Rs. 63.23 lakhs during the previous financial year. The demand for glass lenses has dropped drastically. The drop in sales of glass lenses has been partly made up by plastic lenses.
DIVIDEND :
With the view to conserve the resources, your Directors regret their inability to recommend any dividend for the year 2017-18. No amount has been transferred to reserve for the financial year ended March 31, 2018.
SHARE CAPITAL :
The paid up equity share capital as on March 31, 2018 was Rs. 415.35 lakhs. There was no change in the share capital of the Company, during the year under review.
SUBSIDIARIES :
The Company has a Wholly Owned Subsidiary, namely, GKB Ophthalmics Products FZE, Sharjah, UAE. The Lens Company NJ, USA, is a Subsidiary of GKB Ophthalmics Products FZE and a Step Down Subsidiary of the Company. The proposal for winding up of GKB Ophthalmics GmbH, is pending for approval with Reserve Bank of India, Mumbai.
A statement under Section 129(3) of the Companies Act, 2013, containing salient features of the financial statement of subsidiaries in Form AOC-1, is annexed herewith as Annexure - I. In terms of Section 136(1)(a) of the Companies Act, 2013, the Audited Accounts of the subsidiaries are placed on website of the Company at www.gkb.net. A copy of the audited financial statements in respect of each of the subsidiaries will be made available to interested shareholders, upon a written request, as per Section 136(1) (b) of the Act. The audited accounts of the subsidiaries are also available at the Registered Office of the Company for inspection, during business hours.
INDIAN ACCOUNTING STANDARDS (Ind AS)
The Ministry of Corporate Affairs ( MCA) , has notified the Companies ( Indian Accounting Standards) Rules 2015, under Section 133 of the Companies Act 2013, on February 16, 2015. These are Companyâs first Financial Statements prepared in accordance with Ind AS. The Company has prepared Ind AS financials for the year ending March 31, 2018, along with comparable financials as on March 31, 2017 with opening statement of Assets and Liabilities as on April 01, 2016.
GOODS AND SERVICES TAX (GST)
The Goods and Services Tax (GST) is levied on the supply of Goods and Services. The GST came into effect from July 01, 2017 and replaces multiple taxes levied by Central and State Governments. The GST has been successfully implemented by the Company.
TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Ministry of Corporate Affairs has set up the Investor Education and Protection Fund for promotion of investor awareness and protection of investor interests.
In terms of Section 124 of the Companies Act, 2013 and the rules made thereunder, the dividends in respect of the shares of the Company which have remained unpaid or unclaimed for seven consecutive years or more, are required to be transferred to IEPF.
The Company has not declared any dividend since 2010-11 and hence there are no unclaimed dividends to be transferred to IEPF.
ACCREDITION : The company has been accredited with ISO 9001:2008 by TUV SUD.
CHANGE IN NATURE OF BUSINESS, IF ANY :
There has been no change in the nature of business of the Company during the year 2017-18.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Vikram Gupta will retire by rotation, pursuant to Articles of Association of the Company being eligible offers himself for reappointment. Brief resume together with other relevant details of Mr. Vikram Gupta are given in Note No. 10 of the Notice for the ensuing Annual General Meeting.
Mr. K. M. Gupta, Non-Executive Director, resigned with effect from August 09, 2017. The Board places on record its appreciation for the guidance provided by him.
Mr. Prakash V. Joshi was appointed as an Executive Director of the Company with effect from September 23, 2017, for a period of three years.
Pursuant to provisions of Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have designated the following existing officers of the Company as Whole-Time Key Managerial Personnel. Mr. K. G. Gupta, Managing Director and Mr. Noel da Silva, CFO & Company Secretary, are Whole-Time Key Managerial Personnel of the Company .
CHANGE IN PROMOTERSâ SHAREHOLDING :
During the year under review, Mr. K. M. Gupta, who ceased to be Director w.e.f. August 09, 2017, together with his family members had applied for reclassification of their shares from Promoter and Promoter Group Category to Public Shareholding under Regulation 31A of SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The same was approved by the members by way of a Postal Ballot. The details are provided in the Corporate Governance Report which is a part of this Report.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS :
In terms of Section 149 (8) read in terms of schedule IV, the Independent Directors held a Meeting on March 27, 2018, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting.
At this meeting, the Independent Directors :
1. Reviewed the performance of the Non-Independent Directors and the Board as a whole.
2. Reviewed the performance of Chairperson, taking into account the views of Executive Directors and Non-Executive Directors.
3. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
4. Discussed and decided about the familiarization of Independent Directorsâ programme, conducted by the Company and also views of the Independent Directors on the familiarization programmes.
The Independent Directors have confirmed that they meet with the criteria of Independence laid down under the Act and Listing Regulations.
INDEPENDENT DIRECTORSâ DECLARATION
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations, 2015, stating that they meet the criteria of independence as provided therein.
MEETINGS OF THE BOARD OF DIRECTORS :
During the year under review, five Board Meetings were held. Further details are given in Corporate Governance Report, forming part of this Report. The maximum gap between two Board Meetings held during the year was not more than 120 days.
AUDIT COMMITTEE :
As provided in section 177(8) of the Act, the information about composition of Audit Committee and other details are given in Corporate Governance Report. The Board has accepted the recommendations of the Audit Committee. The Audit Committee is comprising of Mr. Sadashiv Shet as Chairman, Mr. Gaurav Gupta, Mr. Anil Palekar, Mr. Joseph A.A. DâCosta and Mr. Christopher Hickman, as members.
NOMINATION AND REMUNERATION COMMITTEE :
The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director, relating to remuneration for directors, key managerial personnel as provided under section 178(3) of the Companies Act, 2013 and Listing Regulations.
The Remuneration Policy is stated in the Corporate Governance Report which is part of this report. Further details have been disseminated on the Companyâs website www.gkb.net
PERFORMANCE EVALUATION :
The Board evaluated the performance of the Board as a whole, committees of the Board and the performance of individual directors including the Chairman of the Board pursuant to Regulation 17(10) of the Listing Regulations. The Independent Directors also carried out the performance evaluation in terms of Part VIII of Schedule IV of the Companies Act, 2013, in their meeting held on March 27, 2018.
The details of the Performance Evaluation carried out is provided in the Corporate Governance Report which is a part of this report.
DIRECTORSâ RESPONSIBILITY STATEMENT :
Pursuant to provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability hereby state and confirm :
a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
b) that they have selected such accounting policies and applied them consistently and made judgements 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 financial year and of the Profit and Loss of the Company for that period;
c) that they have 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) that they have prepared the annual accounts on a going concern basis;
e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS :
M/s. Sharp & Tannan LLP (Firm Registration No. 27145W), Chartered Accountants, have been the Statutory Auditors of the Company. A letter dated May 29, 2018, was received from M/s. Sharp & Tannan LLP, Statutory Auditors, expressing their unwillingness to be reappointed as the Statutory Auditors of the Company for the financial year 2018-19, due to their administrative reasons.
The Company has received a letter from M/s. MSKA & Associates (formerly known as M/s. MZSK & Associates), (Firm Registration No.105047 W), Chartered Accountants, expressing their willingness to be appointed as Statutory Auditors of the Company. The Audit Committee and the Board of Directors of the Company in their respective meetings held on May 30, 2018, recommended and approved the appointment of M/s. MSKA & Associates, Chartered Accountants, as Statutory Auditors of the Company, to fill the casual vacancy caused by the resignation of M/s. Sharp & Tannan, Chartered Accountants.
MSKA & Associates is a large leading Chartered Accountancy firm in India of International repute having expertise across service lines and strong servicing capabilities in Goa and on other multiple geographies. In view of the proposed joint venture with a foreign partner, preferential issue of equity shares/warrants and the international operations of the Group, the Board of Directors have appointed MSKA & Associates in the casual vacancy arising on the resignation of the existing statutory auditors of the Company. M/s. MSKA & Associates, Chartered Accountants, Mumbai, have confirmed that the appointment if made, would be within the limits specified under Section 139 of the Companies Act, 2013.
AUDITORSâ REPORT:
In respect of the observations made by the Auditors in their Report, the Boardâs response thereon is as follows:
Paragraphs (ii) and (vii)(a) of the Annexure âAâ referred to in paragraph 1 of the Auditorâs Report, are self explanatory..
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :
There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.
INTERNAL FINANCIAL CONTROL :
As per Section 134 (5) (e) of the Companies Act, 2013, read with Rule 8 (viii) of Companies (Accounts) Rules, 2014, the Board has laid the Internal Financial Control to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively. As per Section 143(3)(i) of the Companies Act, 2013, a report issued by M/s. Sharp & Tannan, Statutory Auditors of the Company is attached with their Independent Auditorâs Report, which is self explanatory.
RISK MANAGEMENT POLICY :
The Company has constituted the Risk Management Committee which has formulated Risk Management Policy for the Company. The committee identifies and assesses the various business risks and mitigates these risks by determining a response strategy.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
Particulars of loans, guarantees given and investments made during the year as required under Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are provided in Notes 8, 9, 20, 23, 25 and 26 of the Financial statements.
RELATED PARTY TRANSACTIONS :
All transactions entered into with related parties, pursuant to Section 188 of the Companies Act, 2013 and Regulation 23 of Listing Regulations, during the year were at armâs length basis and in ordinary course of business. Therefore, disclosure in Form AOC-2, is not required.
EXTRACT OF ANNUAL RETURN :
As required as per Section 92(3) of the Companies Act, 2013 and the Rules framed thereunder , the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - II.
CORPORATE GOVERNANCE :
A separate section on Corporate Governance practices followed by the Company, together with certificate from the Practising Company Secretary confirming compliance, forms a part of this Annual Report as per Listing Regulations.
SECRETARIAL AUDIT:
As per provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Ms. Girija Nagvekar, Practising Company Secretary, for the financial year ended March 31, 2018, forming part of this Annual Report, is annexed herewith as Annexure - III. The Secretarial Audit Report is self explanatory and requires no comments.
CORPORATE SOCIAL RESPONSIBILITY :
Provisions of Section 135 of the Companies Act, 2013, and Rules made thereunder, regarding Corporate Social Responsibility are not applicable to the Company.
INSURANCE :
The Company has taken adequate insurance covers for its properties and insurable interest.
FIXED DEPOSIT :
The Company has not accepted any deposits from the public during the year. No amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
PERSONNEL :
The relations between the employees and the management, during the year, have been cordial.
MATERIAL CHANGES AND COMMITTMENTS :
There are no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
PARTICULARS UNDER SECTION 197(12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :
(i) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
(ii) (a) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year:
(ii)(b) The Non-Executive Directors of the Company are entitled to sitting fees within the limits approved by the Board of Directors and shareholders. The details of remuneration of Directors are provided in the Corporate Governance Report.
* Remuneration was paid w.e.f. October 01, 2017 and hence the ratio of his remuneration to median remuneration and percentage increase in remuneration is not comparable.
(iii) the percentage increase in the median remuneration of employees in the financial year : 13.81%
(iv) the number of permanent employees on the rolls of Company : 195
(v) the explanation on the relationship between average increase in remuneration and company performance : Employees are granted increment based on their performance as well as the performance of the Company. The net loss for the financial year ended March 31, 2018 was Rs. 265.42 lakhs and there was an average decrease in the remuneration to the extent of 4.83%
(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company :
The total revenue from sales and other income of the Company for the year 2017-18 was Rs.3,848.66 lakhs as compared to Rs. 4,214.26 lakhs for the previous year 2016-17. The Companyâs performance during the year 2017-18 was considered while approving the increase in remuneration of Key Managerial Personnel .
(vii) variation in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:
|
Sr. No. |
Particulars |
As on March 31, 2018 |
As on March 31, 2017 |
Remarks |
|
1 |
Market Capitalisation (Rs. in lakhs) |
4,818.15 |
5,536.71 |
Companyâs public offer was in the year April, 1996 |
|
2 |
Price earnings ratio |
-18.15 |
87.90 |
|
|
3 |
Closing market price of equity shares (Rs) |
116.00 |
133.33 |
(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The average annual increase in the salaries of employees was 13.89%. The Managing Director is paid minimum remuneration as per the Companies Act, 2013. Whereas, there is marginal decrease in managerial remuneration of CFO & Company Secretary.
(ix) comparison of each remuneration of the Key Managerial against the performance of the Company:
The remuneration of the Managing Director was within the minimum remuneration as per Schedule V, Part II and Section II of the Companies Act, 2013.
(x) the key parameters for any variable component of remuneration availed by the directors :
Mr. K. G. Gupta, Managing Director is entitled to commission not exceeding 1% of the net profit of the Company computed in the manner laid down under the Act as may be determined by the Board. Due to net loss, no commission was paid to him for the year under review. None of the other Directors are paid any remuneration except sitting fees and traveling expenses for attending Board and Committee Meetings.
(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : N.A.
(xii) affirmation that the remuneration is as per the remuneration policy of the Company :
The remuneration is as per the Remuneration Policy of the Company.
PARTICULARS OF EMPLOYEES :
None of the employees is covered under Section 197 of the Companies Act, 2013 read with Rule 5 of Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
As per Listing Regulations, Management Discussion and Analysis Report is attached as annexure to this report.
FINANCE :
The Company has not availed any term loans from Banks during the financial year ended March 31, 2018. Total Fund based exposure of the Company with the Banks was to the tune of Rs. 900.00 lakhs.
CREDIT RATING :
CRISIL has reaffirmed âCRISIL B/Stableâ for long term rating and âCRISIL A4â for short term rating.
REPORTING OF FRAUD BY AUDITORS :
During the year under review, no offense involving fraud has been committed against the Company by its employees or officers of the Company in terms of Section 143(12) of the Companies Act, 2013.
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal) Act, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review no complaints were received.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :
Particulars required to be disclosed under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith as Annexure - IV and forms an integral part of this report.
ACKNOWLEDGEMENT :
Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, customers, vendors, regulatory authorities, bankers, shareholders and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa - Goa. K. G. GUPTA
Date : May 30, 2018 CHAIRMAN & MANAGING DIRECTOR
DIN:00051863
Mar 31, 2016
DIRECTORS'' REPORT
Dear Shareholders,
The Directors are pleased to present their 34th Annual Report and the Audited Accounts of the year ended March 31, 2016.
FINANCIAL RESULTS :
Rs. in lakhs
|
2015-16 |
2014-15 |
||
|
a) |
Sales & Other Income |
3,347.93 |
3,105.56 |
|
b) |
Profit/Loss before Depreciation and Tax |
(278.67) |
(206.19) |
|
c) |
Provision for Depreciation |
142.26 |
147.69 |
|
d) |
Provision for Tax |
(394.87) |
76.62 |
|
e) |
Exceptional Items |
2,181.91 |
51.20 |
|
f) |
Profit after Depreciation and Tax |
1,366.09 |
(226.06) |
|
g) |
Balance from previous years |
195.43 |
465.06 |
|
h) |
Balance carried forward |
1,561.52 |
195.43 |
OPERATIONS :
During the year under review, the turnover of the Company was higher to the tune of Rs. 3,347.93 lakhs compared to Rs. 3,105.56 lakhs in the previous financial year. There was a net loss from operations of Rs. 278.67 lakhs during the current financial year compared to a net loss of Rs. 206.19 lakhs during the previous financial year due to write off of non moving inventory of glass lenses. Sale of plastic lenses has picked up but there is severe competition from China.
There was a net profit of Rs. 1366.09 lakhs due to sale of stake of the Company in GKB Vision Limited.
DIVIDEND :
Since the Company has posted an operating loss, your Directors regret their inability to recommend any dividend for the year 2015-16.
No amount has been transferred to reserve for the financial year ended March 31, 2016.
SUBSIDIARIES :
The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, Free Trade Zone Establishment, has achieved a turnover of Dirhams 6.41 million for the year ended December 31, 2015, as compared to Dirhams 7.13 million during the previous year. The net profit is Dirhams 0.93 million as compared to Dirhams 1.16 million during the previous year and has declared a dividend which entails an outflow of Dirhams 0.37 million.
The proposal for winding up GKB Ophthalmic GmbH, is pending for approval with Reserve Bank of India, Mumbai.
A statement under Section 129(3) of the Companies Act, 2013 giving details of subsidiaries is attached in Form AOC-1. Audited Accounts in respect of subsidiaries is placed on website of the Company www.gkb.net. The Company will make the said annual accounts of its subsidiaries available to the members upon a written request. The audited annual accounts of the Subsidiaries is available at the Registered Office of the Company for inspection.
However, in accordance with Accounting Standards 21, issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries have been prepared and form part of this Annual Report.
DELISTING :
The government has formally withdrawn the recognition of Delhi Stock Exchange. Hence the equity shares of the Company stand delisted.
ACCREDITION :
The company has been accredited with ISO 9001:2008 by TUV Nord.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Vikram Gupta will retire by rotation, pursuant to Articles of Association of the Company being eligible offers himself for reappointment.
Brief resume together with other relevant details of Mr. Vikram Gupta are given in Note No. 09 of the Notice for the ensuing Annual General Meeting.
Pursuant to provisions of Section 2 (51) and Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have designated the following existing officers of the Company as Whole-Time Key Managerial Personnel.
Mr. K. G. Gupta, Managing Director and Mr. Noel da Silva, CFO & Company Secretary, are Whole-Time Key Managerial Personnel of the Company .
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS :
In terms of Section 149 (8) read in terms of schedule IV, the Independent Directors held a Meeting on March 30, 2016, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting.
At this meeting, the Independent Directors :
1. Reviewed the performance of the Non-Independent Directors and the Board as a whole.
2. Reviewed the performance of Chairperson, taking into account the views of Executive Directors and Non Executive Directors.
3. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
4. Discussed and decided about the familiarization of Independent Directors'' programme, conducted by the Company and also views of the Independent Directors on the familiarization programmes.
The Independent Directors have confirmed that they meet with the criteria of Independence laid down under the Act and Listing Regulations.
INDEPENDENT DIRECTORS DECLARATION :
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013, and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, stating that they meet the criteria of independence as provided therein.
MEETINGS OF THE BOARD OF DIRECTORS :
During the year under review, six Board Meetings were held. Further details are given in Corporate Governance Report, forming part of this Report.
The maximum gap between two Board Meetings held during the year was not more than 120 days.
AUDIT COMMITTEE :
As provided in section 177(8) of the Act, the information about composition of Audit Committee and other details are given in Corporate Governance Report. The Board has accepted the recommendations of the Audit Committee.
The Audit Committee is comprising of Mr. Sadashiv Shet as Chairman, Mr. Gaurav Gupta, Mr. Anil Palekar, Mr. Joseph A.A. D''Costa and Mr. Christopher Hickman, as members.
NOMINATION AND REMUNERATION COMMITTEE :
The Nomination and Remuneration Committee has formulated the
criteria for determining qualifications, positive attributes and independence of a director, relating to remuneration for directors, key managerial personnel as provided under section 178(3) of the Companies Act, 2013 and Listing Regulations.
The Remuneration Policy is stated in the Corporate Governance Report which is part of this report. Further details have been disseminated on the Company''s website www.gkb.net
PERFORMANCE EVALUATION :
The Board evaluated the performance of the Board as a whole, committees of the Board and the performance of individual directors including the Chairman of the Board pursuant to the Regulation 17(10) of the Listing Regulations. The Independent Directors also carried out the performance evaluation in terms of Part VIII of Schedule IV of the Companies Act, 2013, in their meeting held on March 30, 2016.
The details of the Performance Evaluation carried out is provided in the Corporate Governance Report which is a part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability hereby state and confirm :
a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
b) that they have 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 financial year and of the Profit and Loss of the Company for that period;
c) that they have 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) that they have prepared the annual accounts on a going concern basis;
e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS :
The term of M/s. Sharp & Tannan, Chartered Accountants, Mumbai, (Firm Registration No. 109982W) as Statutory Auditors, expires at the conclusion of this Annual General Meeting and are eligible for re-appointment as Statutory Auditors of the Company to hold office till the conclusion of the Company''s Thirty Ninth Annual General Meeting, subject to ratification as to the said appointment at every Annual General Meeting. The Auditors have given a certificate that the re-appointment, if made, will be within the prescribed limits specified under Section 139 of the Companies Act, 2013. They also have given a certificate that they fulfill all the criteria laid down under Section 141 of the Companies Act, 2013.
AUDITORS'' REPORT:
In respect of the observations made by the Auditors in their Report, the Board''s response thereon is as follows:
a) With regard to paragraph (i) (b) of the annexure referred to in Para (1) of the Auditor''s Report, the physical verification of the fixed assets is in a advanced stage of completion.
b) Paragraphs (ii), (iv) and (vii) a of the said annexure are self explanatory.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :
There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.
INTERNAL FINANCIAL CONTROL :
As per Section 134 (5) (e) of the Companies Act, 2013, read with Rule 8 (viii) of Companies (Accounts) Rules, 2014, the Board has laid the Internal Financial Control to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.
Internal Audit is carried out by a Chartered Accountant and the report submitted is deliberated by the Audit Committee of the Board.
RISK MANAGEMENT POLCY :
The Company has constituted the Risk Management Committee which has formulated Risk Management Policy for the Company. The committee identifies and assesses the various business risks and mitigates these risks by determining a response strategy. The policy is reviewed by the members in consultation with the Senior Management of the Company from time to time.
PRATICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
Particulars of loans, guarantees given and investments made during the year as required under Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are provided in Notes 3, 6, 8, 11 and 17 of the Financial statements.
RELATED PARTY TRANSACTIONS :
All transactions entered into with related parties, pursuant to Section 188 of the Companies Act, 2013 and Regulation 23 of Listing Regulations, during the year were at armsâ length basis and in ordinary course of business. Therefore, disclosure in Form AOC-2, is not required.
EXTRACT OF ANNUAL RETURN :
As required as per Section 92(3) of the Companies Act, 2013 and the Rules framed there under , the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - I.
CORPORATE GOVERNANCE :
A separate section on Corporate Governance practices followed by the Company, together with certificate from the Practicing Company Secretary confirming compliance, forms a part of this Annual Report as per Listing Regulations.
SECRETARIAL AUDIT:
As per provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Ms. Girija Nagvekar, Practicing Company Secretary, for the financial year ended March 31, 2016, forming part of this Annual Report, is annexed herewith as Annexure- II. The Secretarial Audit Report is self explanatory and requires no comments.
CORPORATE SOCIAL RESPONSIBILITY :
Provisions of Section 135 of the Companies Act, 2013, and Rules made there under, regarding Corporate Social Responsibility are not applicable to the Company.
INSURANCE :
The Company has taken adequate insurance covers for its properties and insurable interest.
FIXED DEPOSIT :
The Company has not accepted any deposits from the public during the year. No amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
PERSONNEL :
The relations between the employees and the management, during the year, have been cordial.
MATERIAL CHANGES AND COMMITTMENTS :
There were no material changes and commitments which would affect the financial position of the Company.
PARTICULARS UNDER SECTION 197(12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :
(iii) the percentage increase in the median remuneration of employees in the financial year : 12.52%
(iv) the number of permanent employees on the rolls of Company : 254
(v) the explanation on the relationship between average increase in remuneration and company performance :
Employees are granted increment based on their performance as well as the performance of the Company. The net operational loss for the financial year ended March 31, 2016 was Rs. 278.67 lakhs and whereas the increase in average remuneration was 8.28 %
(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company :
The total revenue from sales and other income of the Company for the year 2015-16 was Rs. 3,347.93 lakhs as compared to Rs. 3,105.56 lakhs for the previous year 2014-15. However there was a profit of Rs. 1,366.09 lakhs due to sale of stake of the Company in GKB Vision Limited as compared to a loss of Rs. 226.06 lakhs in the year 2014-15. The Company''s performance during the year 2015-16 was considered while approving the increase in remuneration of Key Managerial Personnel .
(vii) variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:
|
Sr. No. |
Particulars |
As on March 31, 2016 |
As on March 31, 2015 |
Remarks |
|
1 |
Market Capitalization (Rs. in lakhs) |
2,782.89 |
2,984.34 |
Company''s public offer was in the year April, 1996 |
|
2 |
Price earnings ratio |
2.06 |
(12.97) |
|
|
3 |
Closing market price of equity shares (Rs) |
67.00 |
71.85 |
(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The average percentile increase in the salaries of employees was 6.36% compared to the average percentile increase of 27.98% in the managerial remuneration.
(ix) comparison of each remuneration of the Key Managerial against the performance of the Company:
The increase in remuneration of the Managing Director was within the minimum remuneration as per Schedule V, Part II and Section II of the Companies Act, 2013.
(x) the key parameters for any variable component of remuneration availed by the directors :
Mr. K. G. Gupta, Managing Director is entitled to commission not exceeding 1% of the net profit of the Company computed in the manner laid down under the Act as may be determined by the Board. Due to operational loss, no commission was paid to him for the year under review. None of the other Directors are paid any remuneration except sitting fees and travelling expenses for attending Board and Committee Meetings.
(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : N.A.
(xii) affirmation that the remuneration is as per the remuneration policy of the Company :
The remuneration is as per the Remuneration Policy of the Company.
PARTICULARS OF EMPLOYEES :
None of the employees is covered under Section 197 of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
As per Listing Regulations, Management Discussion and Analysis Report is attached as annexure to this report.
FINANCE :
The Company has availed additional loans of Rs. 20.00 lakhs from Banks during the financial year ended March 31, 2016. CREDIT RATING :
Bank''s Loan facilities Rating has been improved from "CRISIL D" to "CRISIL B/Stable" for long term rating and from " CRISIL D" to "CRISIL A4" , for short term rating.
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal) Act, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review no complaints were received.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :
Particulars required to be disclosed under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith as Annexure - III and forms an integral part of this report.
ACKNOWLEDGEMENT :
Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, clients, suppliers, regulatory authorities, Banks and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.
FOR AND ON BEHALF OF
THE BOARD OF DIRECTORS
Place : Mapusa - Goa. K. G. GUPTA
Date : May 30, 2016 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2015
Dear Members,
The Directors are pleased to present their 33rd Annual Report and the
Audited Accounts of the year ended March 31, 2015.
FINANCIAL RESULTS : Rs. in lakhs
2014-15 2013-14
a) Sales & Other Income 3,105.56 3,218.90
b) Profit/Loss before Depreciation and Tax (206.19) 374.28
c) Provision for Depreciation 147.69 117.81
d) Provision for Tax 76.62 (211.07)
e) Exceptional Items 51.20 37.69
f) Profit after Depreciation and Tax (226.06) 83.08
g) Balance from previous years 465.06 381.98
h) Balance carried forward 195.43 465.06
OPERATIONS :
During the year under review, the turnover of the Company was slightly
less to the tune of Rs. 3,105.56 lakhs compared to Rs. 3,218.90 lakhs
in the previous financial year. There was a net loss of Rs. 226.06
lakhs, during the current financial year compared to a net profit of
Rs. 83.08 lakhs during the previous financial year due to a steep
decline in sale of glass lenses. Sale of plastic lenses has not picked
up as expected, as there is severe competition from China.
CURRENTYEAR:
The Company''s Unit I, manufactures glass lenses and Unit II,
manufactures all types of plastic lenses both semi- finished and
finished. Unit II, presently manufactures 10,000 plastic lenses, which
is sought to be increased to 20,000 pieces per day. In Unit II, there
are problems in running of the machinery and there are also production
difficulties, which are being looked into and resolved.
DIVIDEND :
Since the Company has posted a loss, your Directors regret their
inability to recommend any dividend for the year 2014-15.
ASSOCIATES AND SUBSIDIARIES :
The Company has dis-invested its entire investment of 10,58,986 equity
shares in GKB Vision Limited to Essilor India Private Limited and
Essilor Manufacturing India Private Limited (Essilor Group) at a price
of Rs. 216.32 (approx.) per equity share. The entire proceeds
aggregating to Rs. 2,290.90 lakhs have been received on July 01, 2015.
Essilor Group now holds 50.10% in GKB Vision Limited.
Prime Lenses Private Limited has allotted by way of Preferential
Allotment, 65,00,000 equity shares at a premium of 27.15 (approx.) to
Essilor Group. Essilor Group now holds 50.60% in Prime Lenses Private
Limited.
The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, Free Trade
Zone Establishment, has achieved a turnover of Dirhams 7.13 million for
the year ended December 31, 2014, as compared to Dirhams 7.11 million
during the previous year. The net profit is Dirhams 1.16 million as
compared to Dirhams 0.96 million during the previous year and has
declared a dividend which entails an outflow of Dirhams 0.37 million.
GKB Ophthalmics Products FZE, a step down Subsidiary, has acquired
Lensco - The Lens Company, USA from GKB Vision Limited, at a
consideration of US$ 1.00 Dolllar . There is accumulated loss of US$
1,24,751 which is expected to wiped out, by improved performance in
next two years.
The proposal for winding up GKB Ophthalmics GmbH, is pending for
approval with Reserve Bank of India, Mumbai.
A statement under Section 129(3) of the Companies Act, 2013 giving
details of subsidiaries is attached in Form AOC-1. Audited Accounts in
respect of subsidiaries is placed on website of the Company
www.gkb.net. The Company will make the said annual accounts of its
subsidiaries available to the members upon a written request. The
audited annual accounts of the Subsidiaries is available at the
Registered Office of the Company for inspection.
However, in accordance with Accounting Standards 21, issued by the
Institute of Chartered Accountants of India, the Consolidated Accounts
of the Company and its subsidiaries have been prepared and form part of
this Annual Report.
DELISTING :
Information in accordance with Regulation 7(1)(d) of the Securities and
Exchange Board of India (Delisting of Equity Shares) Regulation, 2009.
The equity shares of the Company have been delisted from the Madras
Stock Exchange Limited, w.e.f. January 13, 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Mr. K. M. Gupta will retire by rotation, pursuant to Articles of
Association of the Company being eligible offers himself for re-
appointment.
Pursuant to the provisions of the Listing Agreement and Schedule IV of
the Companies Act, 2013, Mrs. Shashi K. Katreddi, has been appointed as
Independent, Woman, Additional Director, w.e.f. March 31, 2015 and she
holds office up to the date of this Annual General Meeting. It is
proposed to appoint her for a period of five years from conclusion of
this 33rd General Meeting of the Company till the conclusion of Thirty
Eight Annual General Meeting.
Mr. Anil Palekar, Mr. Sadashiv Shet, Mr. Joseph A. A. D''Costa and Mr.
Christopher Hickman are Independent Directors of the Company. It is
proposed to appoint all of them for a period of five year each, from
conclusion of this 33rd General Meeting of the Company till the
conclusion of Thirty Eight Annual General Meeting.
Pursuant to provisions of Section 2 (51) and Section 203 of the
Companies Act, 2013 read with Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors have designated the following existing officers of the
Company as Whole-Time Key Managerial Personnel.
Mr. K. G. Gupta, Managing Director and Mr. Noel da Silva, CFO & Company
Secretary, are Whole-Time Key Managerial Personnel of the Company .
PERFORMANCE EVALUATION :
In terms of Section 178(2) of the Companies Act, 2013 and in terms of
Clause 49 of the Listing Agreement, the Board of Directors carried out
the evaluation of every Director''s performance, including the Chairman
of the Board.
The performance evaluation of Independent Directors was done by the
entire Board (excluding the Directors'' being evaluated) and the
performance evaluation of the Chairman was done by Independent
Directors at a separate meeting, taking into account the views of
Non-Executive Directors.
The parameters considered were promoting objectives of the Company for
the benefit of its members as a whole and in the best interest of the
Company, its employees, the community and for the protection of the
environment, fulfilling the key responsibilities by exercising
reasonable care, skill, diligence and independent judgement, level of
engagement/contribution in decision making, attendance, quality time
spend for Board Meetings and leadership and commitments of Directors.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to provision of Section 134 (5) of the Companies Act, 2013,
the Directors hereby state and confirm :
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure;
b) that they selected such accounting policies and applied them
consistently and made judgements 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 and of the Profit and Loss
of the Company for that period;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act, for safe guarding the assets of the Company and for
preventing and detecting fraud and other irregularities ;
d) that they have prepared the annual accounts on a going concern
basis;
e) that they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and were operating effectively; and
f) that they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
AUDITORS :
The term of M/s. Sharp & Tannan, Chartered Accountants, Mumbai, (Firm
Registration No. 109982W) as Statutory Auditors, expires at the
conclusion of this Annual General Meeting and are eligible for
re-appointment. The Auditors have given a certificate that the
re-appointment, if made, will be within the prescribed limits specified
under Section 139 (1) of the Companies Act, 2013. They also have given
a certificate that they fulfill all the criteria laid down under
Section 141 of the Companies Act, 2013.
AUDITORS'' REPORT:
In respect of the observations made by the Auditors in their Report,
the Board''s response thereon is as follows:
i) With regard to paragraph (vii) (a) of the Annexure referred to in
paragraph 1 of the Auditors'' Report, all undisputed statutory dues have
since been paid by the Company.
ii) With regard to paragraph (ix), the Company has since re-paid the
entire term loan with Bank.
iii) Paragraph (x) of the said Annexure is self explanatory.
INTERNAL FINANCIAL CONTROL :
As per Section 134 (5) (e) of the Companies Act, 2013 and read with
Rule 8 (viii) of Companies (Accounts) Rules, 2014, the Board has laid
the Internal Financial Control to be followed by the Company and that
such Internal Financial Controls are adequate and are operating
effectively.
RISK MANAGEMENT POLICY :
The Company has reconstituted the Risk Management Committee which has
formulated Risk Management Policy for the Company. The policy is
reviewed by the members in consultation with the Senior Management of
the Company from time to time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Notes Nos 3, 6, 8, 11 and 16 to the Financial Statements.
RELATED PARTY TRANSACTIONS :
Note 32 to the Financial Statements sets out the nature of transactions
with the related parties. All such transactions are carried out at
arm''s length. Disclosures of such transactions are made to the Audit
Committee. As required Under Clause 49 of the Listing Agreement, the
Company has formulated a policy on dealing with Related Party
Transactions. The same has been uploaded on the website of the Company
at www.gkb.net and the web link thereto (http://gkb.net/en/wp-
content/uploads/Accounts/Related-Party-Transactions-Policv.pdf).
Information pursuant to clause (h) of sub-section (3) of Section 134 of
the Act and Rule 8 (2) of Companies (Accounts) Rules, 2014 in Form
AOC-2 is annexed herewith as Annexure - I.
EXTRACT OF ANNUAL RETURN :
Extract of the Annual Return in Form MGT-9 is annexed herewith as
Annexure - II.
CORPORATE GOVERNANCE :
A report on Corporate Governance is enclosed as part of Annual Report
along with a Certificate from a Practising Company Secretary, on its
compliance .
SECRETARIAL AUDIT:
As per provisions of Section 204 of the Companies Act, 2013 read with
Rule 9 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Secretarial Audit Report submitted by
Practising Company Secretary is annexed herewith as Annexure- III. The
Secretarial Audit Report is self explanatory and requires no comments.
CORPORATE SOCIAL RESPONSIBILITY :
Provisions of Section 135 of the Companies Act, 2013, and Rules made
thereunder, regarding Corporate Social Responsibility are not
applicable to the Company.
INSURANCE :
The Company has taken adequate insurance covers for its properties and
insurable interest.
FIXED DEPOSIT :
The Company has not accepted any deposits from the public during the
year. No amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
PERSONNEL :
The relations between the employees and the management, during the
year, have been cordial.
PARTICULARS UNDER SECTION 197(12) AND RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :
(i) the ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Name Ratio
Mr. K. G. Gupta, Chairman & Managing Director 21:1
(ii) the percentage increase in remuneration of each Director,
Chief Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year:
Name Percentage
Mr. K. G. Gupta, Chairman & Managing Director 38.00%
Mr. Noel da Silva, CFO & Company Secretary 6.00%
(iii) the percentage increase in the median remuneration of employees
in the financial year : 11.1%
(iv) the number of permanent employees on the rolls of Company : 264
(v) the explanation on the relationship between average increase in
remuneration and company performance :
Due to low profits, the Company has given 3.10% increase in
remuneration.
(vi) comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company :
The total revenue from sales and other income of the Company for the
previous year 2013-14 was Rs. 3,218.90 lakhs as compared to Rs.
3,346.01 lakhs for the year 2012-13. However there was a profit of Rs.
83.08 lakhs as compared to loss of Rs. 118.77 lakhs during the year
2012-13. The Company''s performance during 2013-14 was considered while
approving the increase in remuneration for the Key Managerial
Personnel.
(vii) variation in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer in case
of listed companies, and in case of unlisted companies, the variations
in the net worth of the Company as at the close of the current
financial year and previous financial year:
Rs. in lakhs
Sr. Particulars As on As on Remarks
No. March 31, 2015 March 31,
2014
1 Market Capitalisation 2,984.34 1,337.50 Company''s
public
2 Price earnings ratio (12.97) 16.10 offer was
in the
year April,
1996
3 Closing market price of
equity shares 71.85 32.20
(viii) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
N.A.
(ix) comparison of each remuneration of the Key Managerial against the
performance of the Company:
The total revenue from sales and other income of the Company for the
previous year 2013-14 was Rs. 3,218.90 lakhs as compared to Rs.
3,346.01 lakhs for the year 2012-13. However, there was a profit of Rs.
83.08 lakhs as compared to loss of Rs. 118.77 lakhs during the year
2012-13. The Company''s performance during 2013-14 was considered while
approving the increase in remuneration for the Key Managerial
Personnel.
(x) the key parameters for any variable component of remuneration
availed by the directors :
Mr. K. G. Gupta, Managing Director is entitled to commission not
exceeding 1% of the net profit of the Company computed in the manner
laid down under the Act as may be determined by the Board. Due to loss,
no commission was paid to him for the year under review. None of the
other Directors are paid any remuneration except sitting fees and
travelling expenses for attending Board and Committee Meetings.
(xi) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year : N.A.
(xii) affirmation that the remuneration is as per the remuneration
policy of the Company :
The remuneration is as per the Remuneration Policy of the Company.
PARTICULARS OF EMPLOYEES :
Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (
Appointment and Remuneration of Managerial Personnel) Rules, 2014,
particulars of the employees is not applicable to the Company.
FINANCE :
The Company has not availed any additional loans from financial
institutions during the financial year ended March 31, 2015. The term
loans with Bank have been fully re-paid.
CREDIT RATING :
CRISIL has reaffirmed " CRISIL D " ratings for long term as well as
Short-Term Bank facilities.
DISCLOSURE UNDER THE SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE
(Prevention, Prohibition and Redressal) Act, 2013 :
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
During the year under review no complaints were received.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Particulars required to be disclosed under the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies
(Accounts) Rules, 2014 are annexed herewith as Annexure - IV and forms
an integral part of this report.
AKNOWLEDGEMENT :
Your Directors wish to acknowledge and are grateful for the excellent
support received from all levels, clients, suppliers, regulatory
authorities, Banks and all other stakeholders. Your Directors recognize
and appreciate the hard work and efforts put in by all the employees of
the Company and their contribution to the progress of the Company in a
very challenging environment.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa - Goa. K. G. GUPTA
Date : August 12, 2015 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2014
Dear Shareholders,
The Directors are pleased to present their 32nd Annual Report and the
Audited Accounts of the year ended March 31,2014.
FINANCIAL RESULTS :
Rs. in lakhs
2013-14 2012-13
a) Sales & Other Income 3,218.90 3,346.01
b) Profit before Depreciation and Tax 374.28 72.13
c) Provision for Depreciation 117.81 115.02
d) Provision for Tax 211.07 (13.00)
e) Exceptional Items 37.69 88.68
f) Profit after Depreciation and Tax 83.08 (118.77)
g) Balance from previous years 381.98 500.75
h) Balance carried forward 465.06 381.98
OPERATIONS:
During the year under review, the turnover of the Company was slightly
less to the tune of Rs. 3,218.90 lakhs compared to Rs. 3,346.01 lakhs
in the previous financial year. However,there was a net profit of Rs.
83.08 lakhs, during the year under review compared to a net loss of Rs.
118.77 lakhs during the previous financial year, mainly due to improved
efficiency in operations.
CURRENTYEAR:
The Company''s Unit I, manufactures glass lenses. As expected, sales of
glass lenses has been declining. In order to compensate the loss of
business of glass, production of plastic lenses has been increased.
Unit II manufactures all types of plastic lenses both semi-finished and
finished.
Unit II, presently manufactures 11,000 pieces per day, which is sought
to be increased 20,000 pieces per day, during the current financial
year.
DIVIDEND:
With the view to conserve the resources, your Directors regret their
inability to recommend any dividend for the year 2013-14.
ASSOCIATES AND SUBSIDIARIES:
Your Directors wish to inform you that our Associate Company, GKB
Vision Limited which has its manufacturing unit at Pilerne Industrial
Estate, Goa continues to do well in sustaining its market share in
bifocals, progressive lenses and moulds of glass.
Another Associate Company, Prime Lenses Private Limited has shown
improved results.
The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, a Free
Trade Zone Establishment, has achieved a turnover of Dirhams 8.62
million for the year ended December 31,2013 as compared to Dirhams 9.61
million during the previous year. The net profit is Dirhams 1.22
million as compared to Dirhams 0.79 million during the previous year
and has declared a dividend which entails an outflow of Dirhams 0.37
million.
It is proposed to wind up GKB Ophthalmics GmbH, a WOS in Germany as the
subsidiary has not been doing any business for several years.
The Ministry of Corporate Affairs, vide circular No. 2 /2011 dated
February 08, 2011, has granted a general exemption to Companies, under
Section 212(8) of the Companies Act, 1956, from attaching individual
annual accounts of its subsidiaries with their annual reports, subject
to fulfillment of certain conditions.
Accordingly, the Board of Directors of the Company has passed a
resolution giving consent to the Board for not attaching the balance
sheet of its two Subsidiaries. A statement under Section 212 of the
Companies Act, 1956, giving details of the subsidiaries is attached.
The Company will make the said annual accounts of its subsidiaries
available to the members upon a written request. The audited annual
accounts of the Subsidiaries is available at the Registered Office of
the Company for inspection.
However, in accordance with Accounting Standards 21, issued by the
Institute of Chartered Accountants of India, the Consolidated Accounts
of the Company and its subsidiaries have been prepared and form part of
this Annual Report.
CORPORATE GOVERNANCE:
A report on Corporate Governance is enclosed as part of Annual Report
along with a Certificate from a Practising Company Secretary, on its
compliance .
SOCIAL RESPONSIBILITY :
Our Associate Company, GKB Vision Limited has successfully implemented
an ecologically sound rain water harvesting project.
All our units have effluent treatment plants for recycling of waste
water.
A Women''s Empowerment Cell has been constituted to deal with sexual
harassment at workplace.
Disposal of garbage, hazardous and bio-medical waste, continues to be a
serious environmental problem in Goa. Company has been raising these
issues through various Trade Organisations.
Scholarships are being disbursed to deserving SC/ST students studying
in surrounding schools.
INSURANCE :
The Company has taken adequate insurance covers for its properties and
insurable interest.
FIXED DEPOSIT :
The Company has not accepted any deposits from the public during the
year. No amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
PERSONNEL :
The relations between the employees and the management, during the
year, have been cordial. PARTICULARS OF EMPLOYEES :
Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules 1975, are not applicable to
the Company.
FINANCE :
The Company has not availed any additional loans from financial
institutions during the financial year ended March 31,2014
CREDIT RATING :
CRISIL has reaffirmed "CRISIL D" ratings for long - term as well as
short-term Bank facilities RELATED PARTY TRANSACTIONS :
Note 31 to the Financial Statements sets out the nature of transactions
with the related parties. All such transactions are carried out at
arm''s length. Disclosures of such transactions are made to the Audit
Committee.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956,
the Directors hereby state and confirm:
a) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made;
b) that they selected such accounting policies and applied them
consistently and made judgements 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 financial year and of the Profit of the
Company for the year;
c) that they have taken sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safe guarding the assets of the Company and for
preventing fraud and other irregularities ; and
d) that they have prepared the Annual Accounts on a going concern
basis.
DIRECTORS :
Mr. K. M. Gupta, Mr. Vikram Gupta and Mr. Gaurav Gupta will retire by
rotation, pursuant to Articles of Association of the Company being
eligible offer themselves for re-appointment.
AUDITORS :
The term of M/s Sharp & Tannan, Chartered Accountants, Mumbai, (Firm
Registration No. 109982W) as Statutory Auditors, expires at the
conclusion of this Annual General Meeting and are eligible for
re-appointment. The Auditors have given a certificate that the
reappointment, if made, will be within the prescribed limits specified
under Section 139 of the Companies Act, 2013.
AUDITORS'' REPORT:
In respect of the observations made by the Auditors in their Report,
the Board''s response thereon is as follows:
i) With regard to paragraph (v) (b) of the Annexure referred to in
paragraph 1 of the Auditors'' Report, (hereinafter referred to as the
"said Annexure"), comparable open market prices are not available.
ii) Paragraph (ix) (a) and (b) and (xv) of the said Annexure are self
explanatory.
iii) With regards to paragraph (xi) over dues to Banks will be
regularised within the next three months.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Particulars required to be disclosed under the provisions of Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures
of Particulars in the Report of Board of Directors) Rules 1988 are
annexed and forms an integral part of this report.
ACKNOWLEDGEMENT :
Your Directors wish to acknowledge and are grateful for the excellent
support received from all levels, clients, suppliers, regulatory
authorities, Banks and all other stakeholders. Your Directors recognize
and appreciate the hard work and efforts put in by all the employees of
the Company and their contribution to the progress of the Company in a
very challenging environment.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa - Goa . K.G. GUPTA
Date : May 30 , 2014 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2013
Dear Shareholders,
The Directors are pleased to present their 31st Annual Report and the
Audited Accounts of the year ended March 31, 2013.
FINANCIAL RESULTS :
Rs. in lakhs
2012-13 2011-12
a) Sales & Other Income 3,346.01 3,233.65
b) Profit before
Depreciation and Tax 72.13 334.64
c) Provision for Depreciation 115.02 82.99
d) Provision for Tax (13.00) 80.66
e) Profit after Depreciation and Tax (118.77) 171.00
f) Balance from previous years 500.75 329.75
g) Balance carried forward 381.93 500.75
OPERATIONS :
During the year under review, the turnover of the Company increased to
Rs. 3,346.01 lakhs compared to Rs. 3,233.65 lakhs in the previous
financial year. However, there was a net loss of Rs. 118.77 lakhs,
during the current financial year compared to a net profit of Rs.
171.00 lakhs during the previous financial year, mainly due to steep
decline of some items of glass lenses and our devaluing the glass lens
stock to a realistic level.
CURRENT YEAR :
The Company''s Unit I, manufactures single vision glass lenses. As
expected, sales of glass lenses has been declining, to compensate loss
of business of glass, production of plastic lenses has been increased.
Unit II, manufactures single vision, bifocal and photochromic plastic
lenses.
Unit II, presently manufactures, apart from standard plastic lenses,
2,000 pieces per day of photochromic lenses, which is sought to be
increased to 3,000 pieces per day during the current financial year.
This is a high value, high realisation product.
Trial runs for high index 1.6 plastic lenses have been deferred due to
increase in input costs.
DIVIDEND :
With the view to conserve the resources, your Directors regret their
inability to recommend any dividend for the year 2012-13.
ASSOCIATES AND SUBSIDIARIES :
Your Directors wish to inform you that our Associate Company GKB Vision
Limited which has its manufacturing unit at Pilerne Industrial Estate,
Goa continues to do well in sustaining its market share in bifocals,
progressive lenses and moulds of glass.
The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, a Free
Trade Zone Establishment, has achieved a turnover of Dirhams 9.61
million for the year ended December 31, 2012 as compared to Dirhams
10.65 million during the previous year. The net profit is Dirhams 0.79
million as compared to Dirhams 1.61 million during the previous year
and has declared a dividend which entails an outflow of Dirhams 0.37
million.
The Joint Venture Company, Indo Prime Visual Technologies Pvt. Ltd.,
has been mutually called off and the name of the Company has since been
struck off, by the Registrar of Companies, Goa, Daman and Diu, under
the Fast Track Exit Scheme, 2012.
CORPORATE GOVERNANCE :
A report on Corporate Governance is enclosed as part of Annual Report
along with a Certificate from a Practising Company Secretary, on its
compliance .
SOCIAL RESPONSIBILITY :
Disposal of garbage, hazardous and bio-medical waste, continues to be a
serious environmental problem in Goa. Company has been raising these
issues through various Trade Organisations. Scholarships are being
disbursed to deserving SC/ST students studying in surrounding schools.
INSURANCE :
The Company has taken adequate insurance covers for its properties and
insurable interest.
FIXED DEPOSIT :
The Company has not accepted any deposits from the public during the
year. No amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
PERSONNEL :
The relations between the employees and the management, during the
year, have been cordial.
PARTICULARS OF EMPLOYEES :
Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules 1975, are not applicable to
the Company.
FINANCE :
The Company has not availed any additional loans from financial
institutions during the financial year ended March 31, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956,
the Directors hereby state and confirm:
a) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from them;
b) that they selected such accounting policies and applied them
consistently and made judgements 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 financial year and of the Profit of the
Company for the year;
c) that they have taken sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing fraud and other irregularities ; and
d) that they have prepared the Annual Accounts on a going concern
basis.
DIRECTORS :
Mr. Anil Palekar, Mr. Sadashiv Shet and Mr. Joseph A. A. D''Costa will
retire by rotation, pursuant to Articles of Association of the Company
being eligible offer themselves for re-appointment.
Mr. Somnath Sinai Priolkar, an Independent, Non Executive Director has
resigned w.e.f. February 14, 2013.
Mr. Christopher Hickman who was appointed as an Additional Director
holds office up to the date of this Annual General Meeting.The Company
has received a notice from a member signifying his intention to propose
the appointment of Mr. Hickman as a Director, at the forthcoming Annual
General Meeting.
With the appointment of Mr. Hickman to the Board as an Independent
Director, the Composition of the Board is now in conformity with the
Clause 49(I) (A)(ii) of the Listing Agreement.
AUDITORS :
The term of M/s Sharp & Tannan, Chartered Accountants, Mumbai, as
Statutory Auditors, expires at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The Auditors have given a
certificate that the re-appointment, if made, will be within the
prescribed limits specified under Section 224(1B) of the Companies Act,
1956.
AUDITORS'' REPORT :
In respect of the observations made by the Auditors in their Report,
the Board''s response thereon is as follows:
I) With regard to paragraph (iv) of the Annexure referred to in
paragraph 1 of the Auditors''
Report, (hereinafter referred to as the said Annexure), efforts are
being made to improve the internal control procedures.
ii) With regard to paragraph (v)(b) of the said Annexure, comparable
open market prices are not readily available.
iii) Paragraphs (ix)(a) and (b) and (xv) of the said Annexure are self
explanatory.
iv) With regards to paragraphs (xi) of the said Annexure, the over dues
to Bank have since been regularised.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Particulars required to be disclosed under the provisions of Section
217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures
of Particulars in the Report of Board of Directors) Rules 1988 are
annexed and forms an integral part of this report.
ACKNOWLEDGEMENT :
Your Directors wish to acknowledge and are grateful for the excellent
support received from all levels, clients, suppliers, regulatory
authorities, Banks and all other stakeholders. Your Directors recognize
and appreciate the hard work and efforts put in by all the employees of
the Company and their contribution to the progress of the Company in a
very challenging environment.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa  Goa. K. G. GUPTA
Date : May 28, 2013 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2012
The Directors are pleased to present their 30th Annual Report and the
Audited Accounts of the year ended March 31, 2012.
FINANCIAL RESULTS:
Rs. in lakhs
2011-12 2010-11
a)Sales & Other Income 3,233.65 2,775.91
b)Profit before Depreciation and Tax 334.64 113.41
c)Provision for Depreciation 82.99 48.79
d)Provision for Tax 80.66 44.35
e)Profit after Depreciation and Tax 171.00 20.27
f)Balance from previous years 329.75 309.48
g)Proposed Dividend and Dividend Tax  Â
h)Transfer to Reserves  Â
i)Balance carried forward 500.75 329.75
OPERATIONS:
During the year under review, the Company has improved its performance
and the trend is continuing. The turnover of the Company increased to
Rs. 3,233.65 lakhs, as compared to Rs. 2,775.91 lakhs in the previous
year, thereby showing an increase of 14%. Exports surged to Rs.
2,519.93 lakhs during year as against Rs. 1,927.60 lakhs, in the
previous year, thereby indicating an increase of 31%.
CURRENT YEAR:
The Company''s Unit 1, manufactures single vision glass lenses, whereas
the Unit II, manufactures single vision, bifocal and photochromic
plastic lenses.
The Unit I, is expected to maintain its market share, during the
current year.
Unit II, presently manufactures 7,000 pieces per day of standard
plastic lenses. The trial production of photochromic plastic lenses has
already been successfully completed and commercial production has
started recently and this unit presently manufactures 2,000 pieces of
photochromic lenses per day. These are high value, high realisation
products.
Most of the machinery, which was imported from Spain has since been
installed and commissioned. The balance machinery is expected to be
installed by end of August, 2012, which will led to increase of
production capacity.
Trial runs for High index 1.6 plastic lenses are expected to commence
in September, 2012. The expected developments augur well for your
Company.
DIVIDEND:
With the view to conserve the resources, your Directors regret their
inability to recommend any dividend for the year 2011-12.
ASSOCIATES AND SUBSIDIARIES:
Your Directors wish to inform you that our Associate Company GKB Vision
Limited which has its manufacturing unit at Pilerne Industrial Estate,
Goa continues to do well in sustaining its market share in bifocals,
progressive lenses and moulds of glass.
The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, a Free
Trade Zone Establishment, has achieved a turnover of Dirhams 10.65
million for the year ended December 31, 2011 as compared to Dirhams
14.14 million during the previous year. The net profit is Dirhams 1.61
million as compared to Dirhams 1.18 million during the previous year
and has declared a dividend which entails an outflow of Dirhams 0.37
million.
The Joint Venture Company Indo Prime Visual Technologies Pvt. Ltd., has
not been able to make progress, due to prevailing economic conditions,
in Spain.
CORPORATE GOVERNANCE:
A report on Corporate Governance is enclosed as part of Annual Report
along with a Certificate from a Practising Company Secretary, on its
compliance.
SOCIAL RESPONSIBILITY:
Disposal of garbage, hazardous and bio-medical waste, continues to be a
serious environmental problem in Goa. Company has been raising these
issues through various Trade Organisations.
Company has taken affirmative actions on Code for ecologically
sustainable business growth under the aegis of Confederation of Indian
Industry (CII), Goa Chapter.
Scholarships are being disbursed to deserving SC/ST students studying
in surrounding schools.
Mr. K. G. Gupta, Chairman and Managing Director, is in the forefront on
the issues concerning Social Responsibility and is the Convener, CII
Social Development, CSR and Affirmative Action Panel of CII, Goa
Chapter.
Our Associate Company, GKB Vision Limited has successfully implemented
an ecologically sound rain water harvesting project.
INSURANCE:
The Company has taken adequate insurance covers for its properties and
insurable interest.
FIXED DEPOSIT:
The Company has not accepted any deposits from the public during the
year. No amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
PERSONNEL:
The relations between the employees and the management, during the
year, have been cordial.
PARTICULARS OF EMPLOYEES:
Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules 1975, are not applicable to
the Company.
FINANCE:
The Company has availed additional loans of Rs. 441.19 lakhs from
financial institutions during the financial year ended March 31, 2012.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956,
the Directors hereby state and confirm:
a) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from them;
b) that they selected such accounting policies and applied them
consistently and made judgements 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 financial year and of the Profit of the
Company for the year;
c) that they have taken sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
fraud and other irregularities; and
d) that they have prepared the Annual Accounts on a going concern
basis.
DIRECTORS:
Mr. K. M. Gupta, Mr. Vikram Gupta and Mr. Gaurav Gupta will retire by
rotation, pursuant to Articles of Association of the Company being
eligible offer themselves for re-appointment.
AUDITORS:
The term of M/s Sharp & Tannan, Chartered Accountants, Mumbai as
Statutory Auditors, expires at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The Auditors have given a
certificate that the re-appointment, if made, will be within the
prescribed limits specified under Section 224(1B) of the Companies Act,
1956.
AUDITORS'' REPORT:
In respect of the observations made by the Auditors in their Report,
the Board''s response thereon is as follows:
i) With regard to paragraph (iv) of the Annexure referred to in
paragraph 1 of the Auditors'' Report, (hereinafter referred to as the
said Annexure), efforts are being made to improve the internal control
procedures.
ii) With regard to paragraph (v)(b) of the said Annexure, comparable
open market prices are not readily available.
iii) Paragraphs (ix)(a) and (b) and (xv) of the said Annexure are self
explanatory.
iv) With regards to paragraphs (xi) of the said Annexure, the overdues
to Bank and Financial Institution have since been regularised.
v) The observation made on Consolidated Financial Statements is self
explanatory.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Particulars required to be disclosed under the provisions of Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures
of Particulars in the Report of Board of Directors) Rules 1988 are
annexed and forms an integral part of this report.
ACKNOWLEDGEMENT:
Your Directors wish to acknowledge and are grateful for the excellent
support received from all levels, clients, suppliers, regulatory
authorities, banks and all other stakeholders. Your Directors recognize
and appreciate the hard work and efforts put in by all the employees of
the Company and their contribution to the progress of the Company in a
very challenging environment.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa, Goa K. G. GUPTA
Date : May 30, 2012 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2011
The Directors are pleased to present their 29th Annual Report and the
Audited Accounts of the year ended March 31, 2011.
FINANCIAL RESULTS :
Rs. in lakhs
2010-11 2009-10
a) Sales & Other Income 2,775.91 3,873.53
b) Profit before Depreciation and Tax 130.33 346.14
c) Provision for Depreciation 84.61 94.70
d) Provision for Tax 77.75 132.89
e) Profit after Depreciation and Tax 20.27 118.60
f) Balance from
previous years 309.48 259.19
g) Proposed Dividend and Dividend Tax  58.31
h) Transfer to Reserves  10.00
i) Balance carried forward 329.75 309.48
OPERATIONS :
During the year under review, the turnover of the Company was Rs.
2,775.91 lakhs, as compared to Rs.3,873.53 lakhs in the previous year.
The Company is in a transitory phase, wherein the main focus is
changing from producing glass lenses to plastic lenses which has led to
decline in turnover.
CURRENT YEAR :
The turnover of the Company, in the first 6 months is lower than the
corresponding period in the previous year.
The Company has imported an entire plant from Spain in the month of
January 2011, which will vastly augment the Company''s capacity to
manufacture plastic lenses and introduce new premium quality lenses.
The delay in commissioning of the new plant has led to the temporary
decline in production capacity utilisation adversely impacting sales
and profitability. The plant is expected to be fully commissioned in
February 2012, with a capital expenditure of Rs.654.00 lakhs to be
funded partly through debt and internal accruals.
DIVIDEND :
With the view to conserve the resources, your Directors regret their
inability to recommend any dividend for the year 2010-11.
ASSOCIATES AND SUBSIDIARIES :
Your Directors wish to inform you that our Associate Company GKB Vision
Limited which has its manufacturing unit at Pilerne Industrial Estate,
Goa continues to do well in sustaining its market share in bifocals,
progressive lenses and moulds, of glass.
The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, a Free
Trade Zone Establishment, has achieved a turnover of Dirhams 14.11
million for the year ended December 31, 2010 as compared to Dirhams
14.63 million during the previous year. The net profit is Dirhams 1.18
million as compared to Dirhams 1.15 million during the previous year
and has declared a dividend which entails an outflow of Dirhams 0.37
million.
The Joint Venture Company Indo Prime Visual Technologies Pvt. Ltd., has
not been able to make progress, due to prevailing economic conditions,
in Spain.
DELISTING :
Information in accordance with Regulation 7(1)(d) of the Securities and
Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.
The equity shares of the Company have been delisted from the Pune Stock
Exchange Limited w.e.f. December 15, 2010 and from Ahmedabad Stock
Exchange Limited w.e.f. January 18, 2011.
CORPORATE GOVERNANCE :
A report on Corporate Governance is enclosed as part of Annual Report
along with a Certificate from a Practicing Company Secretary, on its
compliance.
AWARDS AND RECOGNITION :
Awards won and recognition received from the financial year 2010-11
till date.
1. GKB won the prestigious Business Today  YES Bank, Best SME Award
2010, in the International Trade.
2. GKB won the CAPEXIL Award for its performance in the International
Trade.
3. GKB has been accorded the status of Star Export House, by the
Government of India, Ministry of Commerce and Industry, SEEPZ, Special
Economic Zone, Mumbai, based on its performance in the International
Trade.
4. Both Unit I as well as Unit II are now ISO 9001:2008 certified, for
the manufacture and supply of glass and plastic lenses and glass
moulds.
5. Mr. K. G. Gupta, Chairman and Managing Director, has been elected
as the member of Regional Governing Council 2010-2012, SEEPZ, Special
Economic Zone, Mumbai.
INSURANCE :
The Company has taken adequate insurance covers for its properties and
insurable interests.
FIXED DEPOSIT :
The Company has not accepted any deposits from the public during the
year. No amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
PERSONNEL :
The relations between the employees and the management, during the
year, have been cordial.
PARTICULARS OF EMPLOYEES :
Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules 1975, are not applicable to
the Company.
FINANCE :
The Company has availed additional loans of Rs.76.12 lakhs from
financial institutions during the financial year ended March 31, 2011.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956,
the Directors hereby state and confirm:
a) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from them;
b) that they 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 financial year and of the Profit of the
Company for the year;
c) that they have taken sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
fraud and other irregularities ; and
d) that they have prepared the Annual Accounts on a going concern
basis.
DIRECTORS :
Mr. Somnath SinaiPriolkar, Mr. Anil Palekar and Mr. Sadashiv Shet will
retire by rotation, pursuant to Articles of Association of the Company
being eligible offer themselves for re-appointment.
Mr. Joseph A. A. D''Costa who was appointed as Additional Director holds
office up to the date of this Annual General Meeting.
The Company has received a notice from a member signifying his
intention to propose the appointment, of Mr. D''Costa as Director at the
forthcoming Annual General Meeting.
AUDITORS :
M/s Borkar & Muzumdar, Chartered Accountants, Auditors of the Company,
retire at the conclusion of the ensuing Annual General Meeting (AGM).
They have now given a written notice to the effect that they do not
offer themselves for re-appointment as Statutory Auditors at the
ensuing AGM.
The Board of Directors of the Company recommends the appointment of M/s
Sharp & Tannan, Chartered Accountants, Mumbai, as Auditors of the
Company to hold office from the conclusion of this Annual General
Meeting, until the conclusion of the next Annual General Meeting.
The proposed Auditors have given a written certificate, to the effect
that the appointment if made, would be within the limits specified in
Section 224(1B) of the Companies Act, 1956.
You are requested to appoint the Auditors in the ensuing Annual General
Meeting.
AUDITORS'' REPORT :
In respect of the observations made by the Auditors in their Report,
the Board''s response thereon is as follows:
(i) Paragraphs 4(f) and 4(l) of Auditors'' Report and 4, 5(b), 7 and 17
of the Annexure referred to in paragraph 3 of the Auditors'' Report,
(hereinafter referred to as the said Annexure), are self explanatory.
(ii) With regard to paragraph 4(g) of the Auditors'' Report and
paragraph 2 (d) of the said Annexure, the raw material cost is Rs.
4,21,02,794 and cost of conversion/production overheads is Rs.
1,47,83,816.
(iii) With regard to paragraph 4(h) of the Auditors'' Report and
paragraph 1(a) of the said Annexure , prior period adjustment in
respect of depreciation to the extent of Rs.35,82,445,as indicated in
Note 17 of Schedule ''M'', Notes to Accounts, has been written back as a
consequence of updating of Fixed Assets Register.
(iv) With regard to paragraph 4(i) of the Auditors'' Report refer to
Note 18 of Schedule ''M '', Notes to Accounts.
(v) With regard to paragraph 4(j) of the Auditors'' Report, the dividend
of Rs. 44,23,000 was declared on May 5, 2011. Earlier years dividend
has been accounted in respective earlier years.
(vi) With regard to paragraph 4(k) of the Auditors'' Report, balance
confirmations to the extent of Rs.9,78,31,052 which represent 80% of
the debtors value-wise, have been obtained. Like wise, balance
confirmations to the extent of Rs. 4,38,52,194, which represent 34% of
the creditors, value-wise, have been obtained.
(vii) With regard to paragraph 9(a) of the said Annexure, interest at
the prescribed rates, has been provided for till date. Efforts are
being made to pay the pending dues.
(viii) With regard to paragraph 4(m) of the Auditors'' Report, refer to
explanations in paragraphs (i) to (vii) above.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Particulars required to be disclosed under the provisions of Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures
of Particulars in the Report of Board of Directors) Rules 1988 are
annexed and forms an integral part of this report.
ACKNOWLEDGEMENT :
Your Directors wish to acknowledge and are grateful for the excellent
support received from all levels, clients, suppliers, regulatory
authorities, Banks and all other stakeholders. Your Directors recognize
and appreciate the hard work and efforts put in by all the employees of
the Company and their contribution to the progress of the Company in a
very challenging environment.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa  Goa. K. G. GUPTA
Date : December 01, 2011 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2010
The Directors are pleased to present their 28th Annual Report and the
Audited Accounts of the year ended March 31, 2010.
FINANCIAL RESULTS:
Rs. in Lakhs
2009-10 2008-09
a) Sales & Other Income 3,891.32 3,015.26
b) Profit before Depreciation and Tax 346.13 372.99
c) Provision for Depreciation 94.69 115.45
d) Provision for Tax 132.83 115.90
e) Profit after Depreciation and Tax 118.61 141.64
f) Balance from previous years 259.19 185.86
g) Proposed Dividend and Dividend Tax 58.31 58.31
h) Transfer to Reserves 10.00 10.00
i) Balance carried forward 309.48 259.19
OPERATIONS
During the year under review, the Company has improved its performance.
The turnover of the Company increased to Rs. 3,891.32 lakhs during the
year against Rs. 3,01 5.26 lakhs in the previous year, thereby showing
an increase of 29%.
CURRENT YEAR:
During the current year, the Company is in transitory phase wherein our
main focus is changing from producing glass lenses to manufacturing
plastic lenses and we are converting more of our capacity from making
glass lenses to making glass molds which are used for plastic lenses.
Consequently, turnover of the Company in first 6 months is likely to be
lower than the previous year but we hope to make up in the second half.
Concerted efforts are being made to penetrate in South American market
which has a good potential.
DIVIDEND
Your Directors arepleased to recommend a dividend of Rs. 1.20per equity
share forthe year 2009-1 0.
ASSOCIATES AND SUBSIDIARIES
Your Directors wish to inform you that our Associate Company GKB Vision
Limited which has its manufacturing unit at Pilerne Industrial Estate,
Goa continues to do well in sustaining its market share in bifocals,
progressive lenses and molds of glass.
The Companys Wholly Owned Subsidiary (WOS) in Sharjah, UAE, has posted
improved results. The Free Trade Zone Establishment has achieved a
turnover of Dirhams 14.63 million for the year ended December 31, 2009
as compared to Dirhams 12.47 million during the previous year. The net
profit is Dirhams 1.15 million as compared to Dirhams 1.19 million
during the previous year and has declared a dividend which entails an
outflow of Dirhams 0.37 million.
The Joint Venture Company Indo .Prime Visual Technologies Pvt. Ltd.,
has not been able to make progress, due to prevailing economic
conditions. Meanwhile, the Spanish JV Partner Indo Intemacional has
filed for re-organisation under chapter 1 1 of Spanish Bankruptcy Law.
LISTING:
Your Directors are pleased to inform you that the equity shares of the
Company have been listed and are being traded in the Bombay Stock
Exchange Ltd (BSE) w.e.f.July07,2010.
The equity shares are being permitted to trade on The National Stock
Exchange of India Limited (Capital Market Segment) w.e.f.
March 02, 2010.
DELISTING:
In view of Listing in BSE, your Directors have started the process of
voluntary delisting of equity shares, from the Pune Stock Exchange
Limited, being the Regional Stock Exchange and also from Ahmedabad
Stock Exchange Limited and Calcutta Stock Exchange Limited, under the
provisions of the SEBI (Delisting of Equity Shares) Regulations 2009.
CORPORATE GOVERNANCE:
A report on Corporate Governance is enclosed as part of Annual Report
along with the Certificate from a practicing Company Secretary, on its
Compliance .
As on date of this Directors Report, the Composition of the Audit
Committee and Shareholders/Investors Grievance Committee is in
conformity with the Listing Agreement with the Stock Exchanges.
A Remuneration Committee has also been constituted.
AWARD:
The Company has bagged the CAPEXIL Merit Award during 2008-09, on
account of its export performance.
SOCIAL RESPONSIBILITY:
Disposal of garbage , hazardous and bio-medical waste, continues to be
a serious environmental problem in Goa. Company has been raising these
issues through various Trade Organisations.
Company has taken affirmative actions on Code for ecologically
sustainable business growth under the aegis of Confederation of Indian
Industry (Cll), Goa Chapter.
Scholarships are being disbursed to deserving SC/ST students studying
in surrounding schools.
Mr. K. G. Gupta, Chairman and Managing Director, is in the forefront on
the issues concerning Social Responsibility and is the Convener, Cll
Social Development, CSR and Affirmative Action Panel of Cll, Goa
Chapter.
Our Associate Company, GKB Vision Limited has successfully implemented
an ecologically sound rain water harvesting project.
INSURANCE :
The Company has taken adequate insurance covers for its properties and
insurable interest.
PERSONNEL:
The relations between the employees and the management, during the
year, have been cordial.
PARTICULARS OF EMPLOYEES:
Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules 1975, are not applicable to
the Company.
FINANCE:
The Company has availed additional loans of Rs. 42.39 lakhs from
financial institutions during the financial year ended March 31,2010.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provision of Section 21 7 (2AA) of the Companies Act, 1
956, the Directors hereby state and confirm:
a) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from them;
b) that they selected such accounting policies and applied them
consistently and made judgements 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 financial year and of the Profit of the
Company for the year;
c) that they have taken sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1 956 for safeguarding the assets of the Company and for
preventing fraud and other irregularities ;and
d) thatthey have prepared the Annual Accounts on a going concern basis.
DIRECTORS:
Mr. K. M. Gupta, Mr. Vikram Gupta and Mr. Gaurav Gupta will retire by
rotation, pursuant to Articles of Association of the Company being
eligible offer themselves for re-appointment.
Mr. Anil Palekar and Mr. Sadashiv Shet, who were appointed as
Additional Directors hold office upto the date of this Annual General
Meeting. Mr. Clifford Viegas who was appointed as Additional Director
on May 26, 2010, has resigned w.e.f. August 31,2010.
The Company has received notices from members signifying their
intention to propose the appointment, of Mr. Palekar and Mr. Shet, as
Directors at the forthcoming Annual General Meeting.
AUDITORS:
The term of M/s. Borkar&Muzumdar, Chartered Accountants, Panaji Goa, as
Statutory Auditors, expires at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The Auditors have given a
certificate that the reappointment, if made, will be within the
prescribed limits specified under Section 224(1 B) of the Companies
Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Particulars required to be disclosed under the provisions of Section
217(l)(e) of the Companies Act, 1956 read with Companies (Disclosures
of Particulars in the Report of Board of Directors) Rules 1 988 are
annexed and forms an integral part of this report.
ACKNOWLEDGEMENT:
Your Directors wish to acknowledge and are grateful for the excellent
support received from all levels, clients, suppliers, Central, State
and Local Government Agencies, Banks and all other stakeholders. Your
Directors recognize and appreciate the hard work and efforts put in by
all the employees of the Company and their contribution to the progress
of the Company in a very challenging environment.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa-Goa K G GUPTA
Date: August 31, 2010 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2009
The Directors are pleased to present their 27th Annual Report and the
Audited Accounts of the year ended 31 st March, 2009.
FINANCIAL RESULTS:
2008-09 2007-08
a) Sales & Other income 3,015.24 1,930.25
b) Profit before Depreciation
and Tax 372.99 203.33
c) Provision for Depreciation 115.45 76.76
d) Provision for Tax
115.90 50.62
e) Profit after Depredation and Tax 141,64 75.94
f) Balance from previous years 185.84 148.79
g) Proposed Dividend and Dividend Tax 58.31 38.88
h) Transfer to Reserves - 10.00
i) BalarKe carried forward 259.19 185.86
OPERATIONS
During the year under review, the Company has improved its performance
and the trend is continuing. The turnover of the
CompanyincreasedtoRs.3,015.26lakhs during the year against Rs.l 930.25
lakhs in the previous year.
The year 2008O9 was an unprecedented one, characterised by global
financial meltdown which began in USA and spread to the rest of the
world. The impact was felt in all types of industries. However, your
Company was exception to this.
CURRENT YEAR:
The sales during the first quarter of the current financial year show a
promising trend. The turnover during the first quarter was Rs. 871.00
lakhs as compared to Rs. 503,00 lakhs, during the corresponding period
in the previous year, thereby showing an increase of73% inspite of
general slowdown in the economy. This increase augurs well for your
Company.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 1.20per
equity share for the year 2008-09.
ASSOCIATES AND SUBSIDIARIES
Your Directors are pleased to inform you that our Associate Company GKB
Vision Limited which has its manufacturing unit at Pileme Industrial
Estate, Goa continues to do well in sustaining its market share in
bifocals and progressive lenses.
The Companys Wholly Owned Subsidiary (WOS) in Sharjah, UAE, has posted
improved results. The Free Trade Zone Establishment has achieved a
turnover of Dirhams 12.47 million for the year ended 31st December,
2008 as compared to Dirhams 10.03 million during the previous year. The
profit has increased to Dirhams 1.19 million as compared to Dirhams
1.03 million during the previous year and has declared a dividend which
entails an outflow of Dirhams 0.37 million.
During the year under review, the Company has entered into a Joint
Venture (JV) Agreement with Indo Intenacional, S.A., Spain. The
agreement provides for 50% stake by each JV partner. The JV Company
which has been incorporated in India as Indo Prime Visual Technologies
FVt. Ltd., will import and sell in India equipment manufactured by
foreign JV partner, such as edging machines and peripherals used in
Optical business.
CORPORATE GOVERNANCE:
A report on Corporate Governance is enclosed as part of Annual Report
along with the Certificate from a practicing Company Secretary, on its
Compliance.
SOCIAL RESPONSIBILITY:
Disposal of garbage , hazardous and bio-medical waste, continues to be
a serious environmental problem in Goa. Company has been raising these
issues through various Trade Organisations.
Company has taken affirmative actions on Code for ecologically
sustainable business growth under the aegis of Cll, Goa Chapter.
INSURANCE:
The Company has taken adequate insurance covers for its properties and
insurable interest.
PERSONNEL:
The relations between the employees and the management, during the
year, have been cordial.
PARTICULARS OF EMPLOYEES:
Provisions of Section 21 7 (2A) {a) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules 1975, are not
applicable to the Company,
FINANCE :
The Company has not availed of any additional loans from financial
institutions during the financial year ended 31st March, 2009.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provision of Section 2 ] 7 (2AA) of the Companies Act,
1956, the Directors hereby state and confirm:
a) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from them;
b) that they selected such accounting policies and applied them
consistently and made judgements 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 financial year and of the Profit of the
Company for the year;
c) that they have taken sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
fraud and other irregularities; and
d) that they have prepared the Annual Accounts on a going concern
basis.
DIRECTORS:
Mr, R. K. Gupta and Mr. B. K. Gupta will retire by potation, pursuant
to Articles of Association of the Company being eligible offer
themselves for re-appointment.
AUDITORS:
The term of M/s. Borkar&Muzumdar, Chartered Accountants, Panaji Goa, as
Statutory Auditors, expires at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The Auditors has given a
certificate that the re- appointment, if made, will be within the
prescribed limits specified under Section 224(lB)ofthe Companies Act,
1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Particulars required to be disclosed under the provisions of Section
217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosures
of Particulars in the Report of Board of Directors) Rules 1988 are
annexed and forms an integral part of this report,
ACKNOWLEDGEMENT:
Your Directors wish to acknowledge and are grateful for the excellent
support received from all levels, clients, suppliers, Central, State
and Local Government Agencies, Banks and all other stakeholders. Your
Directors recognize and appreciate the hardwork and efforts put in by
all the employees of the Company and their contribution to the progress
of the Company in a very challenging environment.
FOR AN DEHALF OF THE BOARD OF DIRECTORS
Place: Mapusa - Goa. K. G. GUPTA
Date: 17th August, 2009 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2008
The Directors are pleased to present their 26th Annual Report and the
Audited Accounts of the year ended 31st March, 2008.
FINANCIAL RESULTS:
The salient features of the Companys financial results for the year
under review are as under:
2007-08 2006-07
a) Sale & Other Income 1960.42 2554.91
b) Profit before Depreciation 203.33 262.05
c) Depreciation 76.76 105.26
d) Profit for the year 75.95 96.89
e) Profit before Tax 126.57 156.80
g) Provision for Fringe Benefit Tax 3.46 5.24
h) Short Provisions of Income
Tax of earlier years 8.15 (1.46)
i) Balance from previous years 148.79 110.50
I) Balance carried to balance sheet 185.86 148.79
Pursuant to provision of Section 21 7 (2AA) of the Companies Act, 1
956, the Directors hereby state and confirm:
a) that in preparation of Annual Accounts, applicable accounting
standards have been followed;
b) that the Directors have applied sound accounting policies and made
judgements 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 financial year and of the Profits of the Company for the year;
c) that the Directors have taken sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1 956 for safeguarding the assets of the Company; and
d) that the Directors have prepared the Annual Accounts on a going
concern basis.
OPERATIONS
The demand of glass lenses in the world market is gradually going down
but the fall in demand in single vision glass lenses has been sharper.
Glass lenses are being replaced by plastic lenses.
To compensate the loss of business of mineral lenses, the Company has
started the production of CR 39 lenses in its Unit 2. The project was
initially taken up as a pilot project. There were teething problems
which have now been overcome and the plastic lenses produced have got
good response from domestic and export market. We are doing a
production of 2000 pieces per day which is proposed to increase
gradually. Company has also secured licence to manufacture plastic
photochromic lenses from Corning France and the production will start
in September, 2008.
The factory in Tivim produced 19,61,448 pieces of Ophthalmic lenses in
old unit and 1,1 5,536 pieces of plastic lenses in Unit 2, during the
year.
The Group has acquired a US based Trading Company dealing in mineral
lenses. This is primarily to create market for companys line of
products in USA.
CURRENT YEAR
Sales during the 5 months of current year are showing upward trend
compared to sales of same period last year. The Company is trying to
improve the turnover but the margins are squeezed and it would take
sometime before the Company regains its position as before. We expect
the profitability to be under strain during the current year. High rate
of inflation has out pressure on the wage bill and cost of inputs
including cost of energy and transport are going up. Borrowings from
bank have also become dearer due to hike in interest rates.
Depreciation of rupee against dollar is a welcome sign and is likely to
give some relief.
DIVIDEND
Inspite of inadequate profit in the Company, the Board of Directors
feel confident of coming out of this situation in near future and have
decided to maintain the status of a regularly dividend paying Company
and have recommended a dividend of Rs 0.80 paise per equity Share for
the year2007-08.
SOCIAL RESPONSIBILITY:
The Company takes its social responsibility seriously and has been
upgrading its equipment of water treatment and waste disposal. Company
has been raising the issue of disposal of garbage and industrial waste
through various trade organizations, urging government to take suitable
measures. Company has also taken up affirmative action for the up lift
of the weaker section of the society.
ASSOCIATES AND SUBSIDIARIES
Your Directors are pleased to inform you that our Associate Company GKB
Vision Limited has done reasonably well in sustaining its market share
in Bifocals and Progressive lenses. The Company has diversified into
the manufacture of Glass Molds used in the manufacture of plastic
lenses and has successfully increased its customer base.
The Companys Wholly Owned Establishment in UAE, FZE is doing well. The
newly set up Free Zone Establishment has achieved a turnover of 10.03
million Dhrs and a profit of 1.01 million Dhrs for the year ended
31.12.2007
FUTURE PROSPECTS :
As already mentioned the export margin are under severe pressure and
are likely to effect the performance of the company in the current
year, but efforts are being made to diversify the investments in
profitable fields which should start giving rewards in the coming
years. The strategy of depending on the growth of domestic market and
continuing in exports will improve and will deliver value to the
shareholders.
CORPORATE GOVERNANCE:
The requirement of compliance with the Code of Corporate Governance as
per the clause 49 of the Listing Agreement forms a part of this Annual
Report.
DIRECTORS:
Mr. Vikram Gupta, Whole-time Director ceased to be a Whole-time
Director of the Company from 31.03.2008 and continues to be a Director
of the Company w.e.f. 01.04.2008. The Board records its appreciation
for the valuable contribution made by him during his tenure as a
Whole-time Director of the Company.
Mr. Gaurav Gupta and Mr. Somnath Priolkar retire from the Board of
Directors by rotation in accordance with the provisions of the Articles
of Association of the Company and being eligible offer themselves for
re-appointment.
Mr. Gaurav Gupta
He is a Postgraduate in Computer Science. He is 36 of years of age.
Presently he is working with GKB Vision Limited as Wholetime Director.
He has wide experience in the international market and is mainly
responsible for creating exports for the group.
Mr. Somnath Priolkar
He is a Arts & Law graduate and is 76 years of age. He has worked as
the head of Accounts and Finance in the Company for about 15 years. He
has wide range of experience of service in different departments of
Government of Goa.
AUDITORS:
M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are
eligible for re-appointment and have expressed their willingness to
serve if re-appointed.
PARTICULARS OF EMPLOYEES:
The Company did not have any employees come under the provisions of
Section 21 7 (2A) of the Companies Act, read with Companies
(particulars of Employees) Rules 1 975 for the financial year2007-08.
INDUSTRY STRUCTURE:
The Ophthalmic Industry as a whole is classified under the Chemical and
Allied Products CAPEXIL. However, the Industry can be classified as
Health Care/Pharmaceutical as it is for Eye rectification process.
The Industry had many players earlier, but with the advent of CR
(Plastic Lenses) the demand for the glass lenses has gone down and many
of the factories have closed down or have changed their line of
manufacture.
Globally the Industry is based in Europe who are the prime suppliers of
raw material for the lenses, though China has picked up substantial
share in the recent past due to very cheap cost of manufacturing. In
India, market is full of small and tiny unorganised players and is
mostly concentrated in north India and supplying is all over the
country.
THREATS AND OPPORTUNITES:
The Glass lenses business is diminishing gradually, but a fixed portion
for mineral lenses segment still remains though majority will be for CR
lenses.
This opens up avenues for low cost manufacturers in China and India,
when most of the European and US manufactures reduce their operations
due to high cost and outsource most of their requirements from Asia.
The Opportunities lies in manufacture of glass moulds for CR (Plastic)
lenses which is a replaceable material for CR Products and expanding
the capacities of making plastic lenses.
The Company with its existing infrastructure can produce molds and also
the relevant CR lenses more efficiently than any others in the market.
RISKS AND CONCERNS:
The Risk of currency is already materialized with the appreciation of
rupee. The revenues of the Company along with all other exporters are
hit adversely. The Risks also emanate from economic competition from
china, market fluctuations and declining consumption patterns of glass
lenses in Europe and USA.
OUTLOOK
The immediate impact of currency fluctuations is bad, but reversals are
expected. With the diversifications, the Company was able to weather
the crises with growth of business of associates and subsidiaries. The
Company will continue its relentless focus on cost management, savings
and efficiencies.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
The Company has in place the required internal control systems and
procedures to ensure optimal use of Companys resources. The Companys
internal audit department conducts regular audits of various
operational and financial matters. The audit observations are
periodically reviewed by the Audit Committee of the Board of Directors.
CAUTIONARY STATEMENT:
Certain statements made in the MDA Report describing the Companys
objectives, expectations or predication may be forward looking within
the meaning of applicable laws and regulations. Actual results may
differ from such expectation whether express or applied. Several
factors could make significant impact on the companys operations
include global and domestic demand and supply conditions, input
availability and prices, changes in government regulations, tax laws,
economic developments within the country and other factors.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A brief statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with the
provisions of Section 217(l)(e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1 988 is annexed and forms an integral part of this
report.
ACKNOWLEDGEMENT:
The Directors would like to sincerely thank for the patronage and
support received from employees at all levels, clients, suppliers,
Central, State and Local government Agencies, Banks and all other
stakeholders for the confidence reposed on the Company Management
during the year under review and expect the same in future.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa Goa. K. G. GUPTA
Date : 23rd August, 2008 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2007
The Directors are pleased to present their 25th Annual Report and the
Audited Accounts of the year ended 31st March, 2007.
FINANCIAL RESULTS:
The salient features of the Companys financial results for the year
under review are as under:
2006-07 2005-06
a) Sale & Other Income 2554.91 2141.35
b) Profit before Depreciation 262.05 288.50
c) Depreciation 105.26 77.05
d) Profit for the year 96.89 121.12
e) Extra Ordinary items - -
f) Profit before Tax 156.80 211.45
g) Provision for Fringe Benefit Tax 5.24 6.33
h) Income Tax Provisions for earlier years
written back (1.46) (1.92)
i) Balance from previous years 110.50 56.22
I) Balance carried to balance sheet 148.79 110.50
Pursuant to provision of Section 21 7 (2AA) of the Companies Act, 1
956, the Directors hereby state and confirm:
a) that in preparation of Annual Accounts, applicable accounting
standards have been followed;
b) that the Directors have applied sound accounting policies and made
judgements 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 financial year and of the Profits of the Company for the year;
c) that the Directors have taken sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1 956 for safeguarding the assets of the Company; and
d) that the Directors have prepared the Annual Accounts on a " going
concern" basis.
OPERATIONS
The demand of glass lenses in the world market has been gradually going
down but the fall in demand in single vision glass lenses has been
significant. Besides the company lost a major customer in Europe, which
accounted for 35% of the total turnover.
Although the company has been able to regain its turnover of 2004-05 in
the year under review but margins have shrunk and profitability has
been under pressure.
The factory in Tivim produced 27,17,257 pieces of Ophthalmic lenses
during the year.
The second EOU in Tivim Industrial Estate continues its trial
production of CR lenses and has achieved enough levels of success to
start commercial Production.
The Group has acquired a US based Trading Company in mineral lenses.
This is primarily to create market for companys line of products in
USA.
CURRENT YEAR
The sales during the current year are down by 25%. The Company is
trying to improve the turnover but it would take some time and we
expect the profitability to reduce during the current year.
Strengthening of Rupee and weakening of dollar is a matter of grave
concern as- it is hitting the export reaisation and squeezing the
margins. Most of companys exports are in dollar area and all imports
of raw material are paid in Euro, a currency that has not depreciated.
DIVIDEND
Your Directors have decided to payout dividend of 10% for the current
year.
SOCIAL RESPONSIBILITY:
The Company takes its Social responsibility very seriously whether be
it to set up and upgrade the water treatment Plant in its factories and
rain water harvesting or for providing financial assistance to poorer
sections of the society.
ASSOCIATES AND SUBSIDIARIES
Your Directors are pleased to inform you that our Associate Company GKB
Vision Limited has done reasonably well in sustaining its market share
in Bifocals and Progressive lenses . The Company has diversified info
the manufacture of Glass Molds and Photocromatic CR Lenses as
diversification and new avenues of growth.
The Companys Wholly Owned Subsidiary in Germany was instrumental in
creating its strong market base in Europe. The Company has outlived its
utility and has already liquidated its entire stock in trade and in the
process of realizing its balance debtors in Bremen, Germany.
The Companys Wholly Owned Establishment in UAE, FZE has done very well
in operations. The newly set up Free Zone Establishment has achieved a
turnover of 60.46 lacs Dhrs and achieved a tax free Profit of 5.19 lacs
Dhrs for the year ended 31.12.2007. The same is expected to do well in
the coming years in Trading of variety of lenses, consumables,
machineries, spare parts including that of other Companies.
The Associate Company Prime Ophthalmic Products (P) Limited which has
been increasing its revenues by 30-40% p.a. The Associate Company
creates market for the Companys mineral lenses products in the
domestic market and its revenue for the year ended 2006-07 were close
to Rs. 10.00 crores.
FUTURE PROSPECTS :
As already mentioned the export margin are under severe pressure and
are likely to effect the performance of the company in the current
year, but efforts are being made to diversify the investments in
profitable fields which should start giving rewards in the coming
years. The strategy of depending on the growth of domestic market and
continuing in exports will improve the bottom line and will deliver
value to the shareholders.
CORPORATE GOVERNANCE:
The requirement of compliance with the Code of Corporate Governance as
per the clause 49 of the Listing Agreement forms a part of this Annual
Report.
DIRECTORS:
Mr. B. K. Gupta and Mr. K. M. Gupta retire from the Board of Directors
by rotation in accordance with the provisions of the Articles of
Association of the Company and being eligible offer themselves for
re-appointment.
Mr. B. K. Gupta
He is a commerce graduate and is 67 years of years of age. He has 45
years of experience in the line of manufacture and export of
prescription Ophthalmic lenses. He also has vast expertise in the field
of exports and is of immense knowledge for the Ophthalmic Industry.
Mr. K.M.Gupta
He is a commerce graduate and is 65 years of age. He has 42 years of
experience in the line of manufacturing and export of Ophthalmic
lenses. His line of expertise is in finance, Accounts and
manufacturing new type of lenses.
AUDITORS:
M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are
eligible for re-appointment and have expressed their willingness to
serve if re-appointed.
PARTICULARS OF EMPLOYEES:
The Company did not have any employees come under the provisions of
Section 21 7 (2A) of the Companies Act, read with Companies
(particulars of Employees) Rules 1 975 for the financial year 2006-07.
INDUSTRY STRUCTURE:
The Ophthalmic Industry as a whole is classified under the "Chemical
and Allied Products" CAPEXIL. However, the Industry can be classified
as Health Care/ Pharmaceutical as it is for Eye rectification process.
The Industry had many players earlier, but with the advent of CR
(Plastic Lenses) the demand for the glass lenses has gone down and many
of the factories have closed down or have changed their line of
manufacture.
Globally the Industry is based in Europe who are the prime suppliers of
raw material for the lenses, though China has picked up substantial
share in the recent past due to very cheap cost of manufacturing. In
India, market is full of small and tiny unorganised players and is
mostly concentrated in north India and supplying is all over the
country.
THREATS AND OPPORTUNITES:
The Glass lenses business is diminishing gradually, but the advanced
Economies a fixed portion for mineral lenses remain though majority
will be for CR lenses.
This opens up avenues for low cost manufacturers in China and India,
when all European manufactures close and outsource operations from
India.
The Opportunities lies in manufacture of glass moulds for CR (Plastic)
lenses which is a replaceable material for CR - Products.
The Company with its existing infrastructure can produce molds and also
the relevant CR lenses more efficiently than any others in the market.
RISKS AND CONCERNS:
The Risk of currency is already materialized with the appreciation of
rupee. The revenues of the Company along with all other exporters are
hit adversely. The Risks also emanate from economic competition from
china, market fluctuations and declining consumption patterns in Europe
and USA.
The concerns of the Industry lie with Government and response to the
currency crisis, the end of Income tax concessions, sales tax
exemptions and others government policy for Exim business.
OUTLOOK
The immediate impact of currency fluctuations is bad, but reversals are
expected with the diversifications, the Company was able to weather the
crises if any with growth of business of associates and subsidiaries.
The prospects are encouraging and stress is on cost cutting and
increase in volumes.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
The Company has in place the required internal control systems and
procedures to ensure optimal use of Companys resources. The Companys
internal audit department conducts regular audits of various
operational and financial matters. The audit observations are
periodically reviewed by the Audit Committee of the Board of Directors.
CAUTIONARY STATEMENT:
Certain statements made in the MDA Report relating to companys out
look expectation and estimate etc., may be considered inward during
statements within the meaning of applicable law and regulations. Actual
results may differ from such expectation whether express or applied.
Several factors could make significant impact on the companys
operation. These include geo political uncertainties affecting demand
and supply and Govt. regulations and vagaries of nature etc., over
which the company does not have any control.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A brief statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with the
provisions of Section 217(l)(e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1 988 is annexed and forms an integral part of this
report.
ACKNOWLEDGEMENT:
The Directors would like to sincerely thank for the patronage and
support received from employees at all levels, clients, suppliers,
central, State and Local government Agencies, Banks and all other
stakeholders for the confidence reposed on the Company Management and
expect the same in future.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
K. G. GUPTA
CHAIRMAN & MANAGING DIRECTOR
Place : Mapusa Goa.
Date : 24th August, 2007
Mar 31, 2005
Your Directors are pleased to present their 23rd Annual Report and the
Audited Accounts of the year ended 31st March, 2005,
FINANCIAL RESULTS :
The salient features of the Companys financial results for the year
under review are as under:
2004-2005 2003-2004
a) Profit before Interest
Depreciation & Taxes 3,40,46,920 3,28,51,936
b) Less : Interest and Finance Charges 48,80,788 56,72,086
c) Profit before Depreciation & taxes 2,91,66,132 2,71,79,850
a) Less : Depreciation 74,82,357 63,71,888
e) Profit before Taxes 2,16,83,775 2,08,07,962
f) Profit after taxes 1,49,77,317 1,37,59,934
g) Less : Prior Period Adjustment/Short
provision of taxation of earlier years 1,16,305 5,38,439
h) Add : Balance of profit
brought forward from previous year. 64,43,911 38,58,097
i) Profit available for appropriation was 2,13,04,923 1,70,79,592
Which your Directors have appropriated as under to:
i) General Reserve 1,00,00,000 50,00,000
ii) Proposed Dividend on Equity Shares 56,83,344 56,35,681
TOTAL 1,56,83,344 1,06,35,681
Leaving a Balance to be carried forward 56,21,579 64,43,911
Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956,
the Directors hereby state and confirm :
a) that in preparation of Annual Accounts, applicable accounting
standards have been followed;
b) that the Directors have applied sound accounting policies and made
judgements 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 financial year and of the Profit of the Company for the year;
c) that the Directors have taken sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company; and
d) that the Directors have prepared the Annual Accounts on a " going
concern" basis,
DIVIDEND
Your Directors are pleased to recommend a dividend of 12% on 41,53,580
Equity shore of Rs. 10/- each for the financial year ended 31st March,
2005 which, if approved at the forthcoming Annual General Meeting, will
be paid to all those Equity Shareholders whose names appear in the
Register of members as on 24th September, 2005.
OPERATIONS
The Companys performance during the year under review was better. The
Companys factory in Tivim Industrial Estate produced 34,67,772 pieces
of Ophthalmic lenses during the year in comparison to 27,20,157 Lenses
produced in the year 2003-04 showing a steady increase of 22 %. However
the pressure in prices and fluctuations of USD and Euro still continues
to be the main concern which has made the sales figure to be restricted
to Rs. 2,512.32 lacs.
The General business scenario is encouraging. However the slow decline
in demand of glass lenses is a major concern. But the fact, that in all
major economies, the glass lenses still has a fixed market in
comparison to the plastic lenses which has not come down after reaching
its lowest ever levels.
The Company also is in process of exploring new export markets in new
destinations due to the closure of some Industries there and also in
Middle East where the prospects of the Company still looks good due to
the Wholly Owned establishment GKB Ophthalmics Product FZE, the sales
of which during the last financial year was Dhs. 11,68,566.
QUALITY
The Company as a matter of policy has followed a Total Quality
Management and other Operations. However the Quality Control
Department of the Company keeps on upgrading its tools and techniques
at its disposal whereby setting and achieving new quality standards.
SOCIAL RESPONSIBILITY:
The Company is in General Responsible towards the society apart from
its business promotion goals. In this, ensuring a better quality
environment tor the neighborhood is also a major point. The Company on
its own has put up water re-cycling Plant to conserve the water and
reduce the discharge of effluents/pollutants to the environment.
ASSOCIATE COMPANY
Our Directors are pleased to inform you that our associate Company GKB
Vision Limited has done exceptionally well. The Companys stake in this
Company has increased after selling of stake of 25% held by Mr, H. C.
Rahn, Germany.
The Companys Wholly Owned Subsidiary in Germany is instrumental in
creating its strong market base in Europe. The Company has outlived its
utility and is in process of closing its business and liquidating its
balance inventory.
The Companys Wholly Owned establishment in UAE has started with the
normal growth in operations. The Company is expected to retain the
expected growth in the Middle East market.
The Companys new associate Prime Ophthalmic Products (P) Limited, for
the manufacture and sale of prescription lenses in India has become
fully operational during the year and started its Commercial Operations
from February, 2005. The Companys Laboratories in Noida, Chennai and
Kolkata have started rendering its services to the customers in their
respective regions,
FUTURE PROSPECTS :
The Company has realised that to survive in the present day environment
Company needs to diversify and it is concentrating all its efforts in
this diversification and also have achieved success in some of the
diversified area.
CORPORATE GOVERNANCE:
The requirement of compliance with the Code of Corporate Governance as
per the clause 49 of the Listing Agreement forms a part of this Annual
Report as per the following :
i) Management Discussion and Analysis Report
ii) Report on the Corporate Governance.
iii) Practising Company Secretarys certificate regarding Compliances
of conditions of Corporate Governance.
DIRECTORS :
Mr. Cesar Menzes and Mr. Somnath Priolkar retire from the Board of
Directors by rotation in accordance with the provisions of the Articles
of Association of the Company and being eligible offer themselves for
re-appointment,
Mr. Cesar Menezes who is the Managing Director of Wallace
Pharmaceuticals Ltd, is a leading Industrialist of Goa. He has wide
range of expertise in all departments of the organization. He has also
traveled worldwide and this has added to this marketing skills which
will be of immense help to any exporting Company.
Mr. Somnath Priolkar is a Arts and Law graduate from Mumbai University.
He has worked as the head of Accounts and Finance in the Company for
about 13 years. He has wide range of experience and expertise of
service in different departments of Government of Goa and the Economic
Development Corporation, Goa.
AUDITORS :
M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are
eligible for re-appointment and have expressed their willingness to
serve if re-appointed.
PARTICULARS OF EMPLOYEES:
The statutory statement regarding the employees of the Company as
required by the provisions of Section 217 (2A) of the Companies Act,
1956 read with Companies Particulars of (Employees) Rules 1975 and as
amended in from time to time forms an integral part of this report,
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and Accounts are being sent to all
shareholders of the Company excluding the information relating to the
statement of particulars of employees, Any shareholder interested in
obtaining the particulars may inspect the same at the registered office
of the Company or write to Company Secretary for a copy. The Employee
relations continue to be very cordial,
INDUSTRY STRUCTURE:
The Ophthalmic Industry as a whole is classified under the "Chemical
and Allied Products" CAPEXIL. However, the Industry can be classified
as Health Care as it involves Eye rectification process which is a part
of Health Care/Pharmaceutical Industry.
The Ophthalmic Glass Industry is very small compared to other
Industries, has only limited players in the world, Globally the
Industry is based in Europe who are the prime suppliers of raw material
for the lenses, though China has picked up marketable share in the
recent time due to its manufacturing advantages. In India, market is
full of small and tiny unorganised players and is mostly concentrated
in North India.
THREATS AND OPPORTUNITES:
With the advent of China as a major manufacturing source, the threats
is from cheaper imports from China, But these products have its
disadvantages also in quality compared to very high quality precision
Optics being manufactured by the Company and marketed in Europe.
Though the glass market is shrinking while compared to plastic, the
balance demand is getting concentrated with a few low cost players in
developing countries. This is also aggravated due to the explosion of
cost of manufacturing in Europe. This trend has started ana will
continue in the forcible future. Big Optical Companies in Europe and
USA are depending more on your Company for requirement of mineral
lenses.
RISKS AND CONCERNS:
The Company is exposed to risks from market fluctuations, foreign
exchange fluctuations and interest rates. The Companys revenues are
mostly in foreign exchange. Changes in the exchange rates of the
important currencies in the world will have an impact in the earnings
of the Company,
Though the Companys imports are in Euro, the Companys exports are
primarily in Euro and Dollar and the Company has natural hedge of 70%
to 80% foreign currency risk, The other risks faced by the Company are
due to changes in fashion, eye-rectification surgery and very cheap
light weight Plastic lenses.
OUTLOOK
The immediate prospect in the Company are bright but with continued
efforts in reducing manufacturing cost and concentrating on high value
items, the Company was able to survive in the highly competitive
Industry, To increase its revenue, the Company also floated an
associate Company through which it will be disposing its non exportable
surplus of high quality lenses in the domestic market,
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY;
The Company has appropriate internal control system for business
processes, with regard to efficiency of operations, financial
reporting, compliance with applicable laws and regulations etc. Clearly
defined roles and responsibilities down the line for all managerial
positions have been institutionalised, All operating parameters are
monitored and controlled. Regular internal audits and checks ensure
that responsibilities are executed effectively, The Audit Committee of
the Board of Directors actively reviews the adequacy and effectiveness
of internal control systems and suggests improvement for strengthening
them, from time to time.
CAUTIONARY STATEMENT:
Estimates and expectations stated in this Management Discussion and
Analysis may be forward-looking statements within the meaning of
securities laws and regulations. Actual results could differ materially
from those expresses or implied. Important factors that could make a
difference to your Companys operations include economic conditions,
affecting demand/supply and price conditions in the domestic and
International markets, changes in the Government regulations, tax laws,
other statutes and other incidental factors.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with the
provisions of Section 217(1)(e) of the Companies Act 1956 read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988 is annexed and forms an integral part of this
report.
ACKNOWLEDGEMENT:
The Directors would like to express their gratitude for the patronage
and support received from employees at all levels, clients, suppliers,
central. State and Local government Agencies, Banks and all other
stakeholders for the confidence reposed on the Company Management.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa-Goa. K.G. GUPTA
Date : 27th August, 2005 CHAIRMAN
Mar 31, 2003
The Directors are pleased to present their 21st Annual Report and the
Audited Accounts of the year ended 31st March, 2003,
FINANCIAL RESULTS:
The salient features of the Company's financial results for the year
under review are as under:
2002-2003 2001-2002
a) Profit before Interest,
Depreciation & Taxes 2,50,79,101 2,19,76,492
b) Less : Interest 40,68,782 52,21,705
c) Profit before Depreciation & taxes 2,10,10,319 1,67,54,787
d) Less : Depreciation 56,93,739 52,49,829
e) Profit before Taxes 1,53,16,580 1,15,04,958
f) Profit after taxes 1,15,16,040 1,04,58,958
g) Less : Prior Period Adjustment. 20,31,797 51,550
h) Add : Balance of profit brought
forward from previous year, 30,59,611 15,33,399
i) Profit available for appropriation was 1,25,43,854 1,20,43,907
Which your Directors have appropriated
as under to:
i) General Reserve 40,00,000 40,00,000
ii) Proposed Dividend on Equity Shares 46,85,757 49,84,296
TOTAL 86,85,757 89,84,296
Leaving a Balance to be carried forward 38,58,097 30,59,611
Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956,
the Directors hereby state and confirm :
a) that in preparation of Annual Accounts, applicable accounting
standards have been followed;
b) that the Directors have applied sound accounting policies and made
judgements 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 financial year and of the Profit of the Company for the year;
c) that the Directors have taken sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company; and
d) that the Directors have prepared the Annual Accounts on a "going
concern" basis.
DIVIDEND :
The Directors have recommended a dividend of 10% per equity share on
41,53,580 Equity shares of Rs. 10/- each for the financial year ended
31st March, 2003. which, if approved at the forthcoming Annual General
Meeting, will be paid to all those Equity Shareholders whose names
appear in the Register of members as on 24th September, 2003,
OPERATIONS :
Company's performance during the year under review was good. The
Company produced during the year 23,58,775 pieces of Ophthalmic lenses
as against 19,48,041 produced in the previous year showing an increase
of 21%. More stress was given to value-added items and the sales for
the year reached the level of Rs, 1869.72 lacs as compared to Rs.
1331,67 lacs for the previous year registering a growth of 40%.
Companies in general are facing a stiff global competition and only
those who are fine tuning themselves by cutting down cost and remaining
competitive are able to perform well. Company's sustained efforts in
improving the quality and increase in exports to Europe have brought in
good results.
Barring unforeseen circumstances, company expects to do well in the
current year inspite of continued slackness in demand of glass lenses
in comparison to plastic lenses, adverse dollar/rupee exchange position
and increase in value of Euro as most of the imports are from Europe.
This is being off set to some extent by increasing exports to Europe.
QUALITY :
The Company has successfully adopted the Concept of Total Quality
Management in its manufacturing process and in other operations. The
same is in its final stages of implementation.
SOCIAL RESPONSIBILITY:
Social Responsibility forms an integral part of Company's goals. To
achieve this prime objective the company has and will continue its
efforts in this area with greater vigour.
These includes establishing student Scholarship for the children of
employees , declared and paid during Independence Day. Also the Company
has taken up and completed the full electrification and beautification
of primary school in Colvale Panchayat to discharge Company's
responsibility towards society.
ASSOCIATE COMPANY :
The Company has made substantial investment in its associate company
GKB Vision Ltd. It is heartening to know that in the second year of its
operation GKB Vision Ltd reached a healthy turnover of Rs.12.30 crores
and has broken even in profits. The Company has started producing
mineral progressive lenses for the first time in India and they have
been well received by the customers all over the world. GKB Vision Ltd
has also started selling its products in Indian market and is well on
its way to achieve the desired goals set by the Promoter Company.
SUBSIDIARY IN GERMANY:
The establishment of company's fully owned subsidiary in Germany in
1998 was a turning point in creating a strong market base in Europe.
Europe has become prime market of Company's products and exports to
European market stands at all time high of over 10 crores in 2003
against 3 crores in 98-99. In terms of percentage, Company's exports to
Europe during the year under review comprised 56.68% against 36,37% in
98-99. The Company is now supplying lenses to world's top Ophthalmic
lens companies and is rated as one of the best lens manufacturer in the
world.
FUTURE PROSPECTS :
For last two decades the company has been engaged in production and
export of mineral lenses. The demand for mineral lenses is going down
and it is important to diversify in other areas. International market
has been main stay of the Company so far. The management wishes to keep
focus on exports but would like to expand and diversify its.
operations to enter into the big Indian market. India is emerging as
one of the fastest growing economy and it is right time for the Company
to venture into domestic operations. There are certain projects under
consideration and at the right opportunity Company will embark into
domestic operation either directly or through an associate Company.
CORPORATE GOVERNANCE :
The requirement of compliance with the Code of Corporate Governance as
per the clause 49 of the Listing Agreement forms a part of this Annual
Report as per the following.
i) Management Discussion and Analysis Report
ii) Report on the Corporate Governance.
iii) Auditor's certificate regarding Compliances of conditions of
Corporate Governance.
DIRECTORS :
Mr. R. K. Gupta and Mr. Gaurav Gupta retire from the Board of Directors
by rotation in accordance with the provisions of the Articles of
Association of the Company and being eligible offer themselves for
re-appointment.
Mr. Vikram Gupta, whose appointment as a Whole Time Director has come
to on end and has been recommended by the Board for re-appointment on
new set of terms and conditions.
Mr. R. K. Gupta a Chartered Accountant is 68 years old and has
experience of 40 years in International Banking and Corporate Finance
activities. He has not been associated with any other Company.
Mr. Gaurav Gupta, a post graduate in Computer Science from USA, is 31
years old and has on experience of 7 years in the Ophthalmic Lens
Industry.
Mr. Gaurav Gupta is also a Director in GKB Vision Limited, GKB
Marketing Services (P) Ltd. and Mega Motion Infotech (P) Ltd,
AUDITORS:
M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are
eligible for re-appointment and have expressed their willingness to
serve if re-appointed.
PARTICULARS OF EMPLOYEES :
The statutory statement regarding the employees of the Company as
required by the provisions of Section 217 (2A) of the Companies Act,
1956 read with Companies Particulars of (Employees) Rules 1975 and as
amended in from time to time forms an integral port of this report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and Accounts are being sent to all
shareholders of the Company excluding the information relating to the
statement of particulars of employees. Any shareholder interested in
obtaining the particulars may inspect the same at the registered office
of the Company or write to Company Secretary for a copy.
The Employee relations continue to be very cordial.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with the
provisions of Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988 is annexed and forms an integral part of this
report.
ACKNOWLEDGEMENT:
The members of the Board wish to place on record their appreciation of
the contribution of employees at all levels, customers, suppliers,
central. State and Local government Agencies, Banks and all other
shareholders for the confidence reposed on the Company Management.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa-Goa. K.G. GUPTA
Date : 9th August, 2003 CHAIRMAN
ANNEXURE TO DIRECTOR'S REPORT
ADDITIONAL INFORMATION REQUIRED UNDER SECTION 217(1)(E) OF THE
COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF THE BOARD OF DIRECTORS) RULE 1988 AND FORMING PART OF THE
DIRECTOR'S REPORT FOR THE YEAR ENDED 31ST MARCH, 2003.
A. CONSERVATION OF ENERGY
The Company's policy towards energy conservation is that energy saved
is energy produced. The Company has considerable focus on different
ways and means to check the energy waste, optimum use and energy saving
in different areas of production. The specific areas where this was
followed are
i) Regular monitoring of consumption of energy in all forms by the
maintenance department.
ii) Regular and preventive maintenance of machinery at frequent
intervals and
iii) Extensive use of instrumentation engineering and protective
devices.
B. TECHNOLOGY ABSORPTION (PARTICULARS AS PER FORM B)
Research and Development (R&D)
1. Specific areas in which R & D is carried out by the Company.
(a) R&D efforts of the Company are directed towards sustaining quality
control and improvement and upgradation of existing products by various
tests and checks.
(b) In-house development of machineries to balance and improve capacity
utilisation.
(c) Import substitution by development of some critical machinery
components/spares which otherwise had to be imported.
(d) The Quality Control/Assurance deportment has successfully carried
out transport damage tests to ascertain and rectify the damage to
lenses during exports.
2. Benefit derived as a result of above R&D:
Import substitution, lesser rejections, product improvement and
reduction in capital expenditure.
4. Expenditure on R & D (Rs. in lacs)
a) Capital 1.70
b) Recurring 1.16
c) Total 2.86
d) Total R&D expenditure as per percentage of total turnover: 0.15%
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts in brief made towards technology absorption, adaptation and
innovation:
The ophthalmic technology we have adapted is best suited in our
conducts and it is absorbed in full. The Company is however on look out
for ways and means to improve its productivity further by introducing
innovations and developments in the Company's line and range of
products.
2. Benefit derived as a result of the above efforts:
Product quality improvement, cost reduction and import substitution.
3. Information regarding technology imported during the last 5 years,
a) Technology imported : Prolaser Lensometer
b) Year of import : 2000-01
c) Has technology been fully absorbed : No
d) If not fully absorbed, arrears where this has not taken place,
reason thereof and future plans of action. :
The machinery is not functioning. There are basic technical problems
with the machine and the matter has been referred to the solicitors of
the Company in Israel to recover the value of machinery from the
suppliers. However the supplier company has also become bankrupt and is
wound up. The matter is pending with the liquidator of Pro-Laser
Company.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO.
a) Activities relating to exports, initiatives taken to increase
exports, development of new export markets for products and services
and export plans:
Please refer to para captioned " Operations" and "Future Prospects" of
the main report.
b) Total foreign exchange earned and used : Rs. in lacs
i) Earning from export of goods etc : 1845.28
ii) Used for import, expenses etc. : 1311.38
NET EARNINGS : 533.90
Detailed information on foreign exchange earning and outgo is given in
Notes on Accounts. Schedule `L' item nos 21(F), (G)&(H)
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mapusa-Goa, K.G. GUPTA
Date : 9th August, 2003 CHAIRMAN
Mar 31, 2002
Your Directors are pleased to present their 20th Annual Report and the
Audited Accounts of the company any (or the year ended 31st March,
2002.
FINANCIAL RESULTS:
The salient features of the Companys financial results for the year
under review are as under:
2001-2002 2000-2001
a) Profit before Interest,
Depreciation & Taxes 2,19,76,492 2,45,58,343
b) Less: Interest 52,21,705 48,00,655
c) Profit before Depreciation & Taxes 1,67,54,787 1,97,57,688
d) Less: Depreciation 52,49,829 47,86,087
e) Profit before Taxes 1,15,04,958 1,49,71,601
f) Profit after Taxes 1,04,58,958 1,41,71,601
g) Less: Prior Period
Taxation & other Adjustment (Net). 51,550 65,111
h) Add: Balance of profit brought forward
from previous year. 15,33,399 14,19,603
i) Profit available for appropriation was 1,20,43,907 1,55,26,093
Which your Directors have appropriated as under to:
i) General Reserve 40,00,000 85,00,000
iii) Proposed Dividend on Equity Shares 49,84,296 49,84,296
ii) Tax on Proposed Dividend - 5,08,398
TOTAL 89,84,296 1,39,92,694
Leaving a Balance to be carried forward 30,59,611 15,33,399
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956,
the Directors hereby state and confirm :
a) that in preparation of Annual Accounts, applicable accounting
standards have been followed;
b) that the Directors have applied sound accounting polices and made
judgements 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 financial year and of the Profit of the Company for the year;
c) that the Directors have taken sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
d) that the Directors have prepared the Annual Accounts on a "going
concern" basis.
DIVIDEND:
Yours Directors have recommended a dividend of Rs. 1.20 per equity
share on 4 1,53,580 Equity shares of Rs. 10/- each for the financial
year ended 31st March 2002, which, approved at the forthcoming Annual
General Meeting will be paid to all those Equity Shareholders whose
names appear in the Register of members as on 26th September, 2002.
Direct outgo of the dividend to be paid is Rs. 49.84 lacs. In respect
of the shares held in electronic form, the dividend will be paid on the
basis of beneficial ownership as per the details furnished by National
Securities Depository Limited and Central Depository Services (India)
Limited for the purpose.
OPERATIONS:
Companys performance during the year under review was satisfactory.
The Company produced during the year, 19,48,041 pieces of Ophthalmic
lenses as against 23,96,232 produced in the previous year. Net export
sales for the year amounted to Rs. 1331.67 lacs as compared to Rs.
1260.37 lacs for the previous year. Companys profit before tax for the
year under review was Rs. 115.05 lacs as compared to Rs. 149.72 lacs
for the previous year. Until year before last your company being a 1
00% Export Oriented Unit, was exempt from corporate tax. From the year
2000-2001 onwards, it has been brought undertax bracket, but in a
phased manner.
Our main marketing continues to be Europe which is now taking 50% of
share of out total turnover. This has geared up the production
department to optimum quality levels and initial investment and
expenses on quality upgradation have resulted in lower profit margins.
The year under review was satisfactory as compared to the turbulent
world market position. In spite of the adverse conditions worldwide,
your Company has maintained the present level of operations. This must
be understood in the light of heavy cancellation of our orders after
11th September, 2001 from our US and South American customers. To add
to this the Company has also maintained its leadership position as one
of the top manufacturers and exporters of quality Ophthalmic lenses in
the country due to concentrated efforts for Strengthening its
productivity. The Company has been in ire forefront of this industry
due to optimum utilisation of capital, manpower and other resources at
its disposal.
CURRENT YEAR:
The Companys vigilant efforts are resulting in better performance
during the current year, and the turnover is expected to rise by 50% in
the current year. The appreciation of Companys products by customers
in particular, is gradually increasing the demand and as per the latest
figures available the Company is all set to Cross an annual turnover of
Rs. 2000 Lacs in the current fiscal. The Current year is expected to
be the beginning of better prospects of the Company in the long run.
PROJECTS:
The Company has plans to extend its operations and have taken up a new
shed adjacent to the current factory of the area of 1656 sq.mtrs. This
will not only allow the Company to conduct its operations smoothly, but
also will allow it to utilise its full capacity in the coming years.
The Company also has plans to add to its present set of Plant and
machineries, new and most sophisticated machineries, which will not
only reduce rejections and cost, but also will increase the quality of
the products of the company, which in turn will allow the Company to
maintain its reputation as the supplier of high quality mineral lenses
at reasonable cost in the world market.
DEMATERIALISATION OF EQUITY SHARES:
Equity Shares of the Company are admitted for dematerialisation on
National Securities Depository Limited and Central Depository Services
(India) Limited in May, 2002. The shareholders have now an option to
demat their shares.
So far 29,61,205 shares out of a total of 41,53,580 have been demoted,
which constitutes about 71.30% of the total number of shares of the
Company. The Company expects that in the coming years more and more
shareholders will utilise the benefits of demoting of shares.
CORPORATE GOVERNANCE:
The requirement of compliance with the code of Corporate Governance as
per the clause 49 of the Listing Agreement would apply to the Company
from next financial year.
DIRECTORS:
Mr. K. M. Gupta and Mr. B. K Gupta retire from the Board of Directors
by rotation in accordance with the provisions of the Articles of
Association of the Company and being eligible offer them selves for
re-appointment
Mr. Somnath Priolkar and Mr. Cesar Menezes who were appointed as
additional directors by the Board of directors cease to be directors at
the end of the coming Annual General Meeting and since the Company has
received notices proposing their candidature for the office of
Director, the same is placed before the members.
AUDITORS:
M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are
eligible for reappointment and have expressed their willingness to
serve if re-appointed.
PARTICULARS OF EMPLOYEES:
The statutory statement regarding the employees of the Company as
required by the provisions of Section 217 (2A) of the Companies Act,
1956 read with Companies Particulars of (Employees) Rules 1975 and as
emended in from time to time forms an integral part of this report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and Accounts are being sent to all
shareholders of the Company excluding the information relating to the
statement of particulars of employees. Any shareholder interested in
obtaining the particulars may inspect the same at the registered office
of the Company or write to Company Secretary for a copy. The Employee
relations continue to be very cordial.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with the
provisions of Section 217(1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988 is annexed and forms an integral port of this
report.
ACKNOWLEDGEMENT:
The members of the Board wish to place on record their appreciation of
the contribution of employees at all levels, customers, suppliers and
all other stakeholders towards the performance of the Company during
the year under review.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
K.G.GUPTA
Place: Mapusa-Goa. CHAIRMAN
Date: 30th August, 2002.
ANNEXURE TO DIRECTORS REPORT
ADDITIONAL INFORMATION REQUIRED UNDER SECTION 217(1)(e) OF THE
COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF
THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2002.
A. CONSERVATION OF ENERGY
The Company follows energy conservation with considerable focus and
commitment. A lot of tests and checks were undertaken by the
maintenance department of our Company during the year to reduce wastage
of power and other forms of energy. No further investment on
conservation of energy is contemplated at this stage. The measures of
conservation adopted by the Company include :
i) Regular monitoring of consumption of energy in all forms,
ii) Regular and preventive maintenance of machinery and
iii) Extensive use of instrumentation and protective devices.
B. Technology Absorption (Particulars are perform B) Research and
Development (R&D)
1. Specific areas in which R & D is carried out by the Company.
(a) R&D efforts of the Company are directed towards quality control and
improvement and upgradation of existing products.
(b) In-house development of machinery to balance and improve capacity
utilization.
(c) Import substitution by development of some critical machinery
components/spares which otherwise had to be imported.
2. Benefit derived as a result of above R&D:
Import substitution, Product improvement and reduction in capital
expenditure..
3. Future Plan of Action :
Special Emphasis on R & D with a view to keeping abreast with the new
developments /innovations in the optical line of products,
indigenisation of certain high value critical components and adopting
and assimilating them at minimum cost.
4. Expenditure on R& D (Rs. In lacs)
a) Capital 0.81
b) Recurring 0.81
c) Total 1.62
d) Total R&D expenditure as a percentage of total turnover :0.12%
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts in brief made towards technology absorption, adaptation and
innovation:
a) The ophthalmic technology we have adapted is best suited in our
conducts and it is absorbed in full. The Company is however on look out
for ways and means to improve its productivity further by introducing
innovations and developments in the Companys line of products.
2. Benefit derived as a result of the above efforts:
Product quality improvement, cost reduction and import substitution.
3. Information regarding technology imported during the last 5 years.
a) Technology imported:
1. Vacuum Coating Machine
2. Prolaser Lensometer
b) Year of import:
1. 1996-97
2. 2000-01
c) Has technology been fully absorbed:
1. Yes
2. No
d) If fully absorbed, arrears where this has not taken place,
reason thereof and future plans of action: No
1. N.A
2. The machinery is not functioning. There are basic technical problems
with the machine and the matter has been referred to the solicitors of
the Company to recover the value of machinery from the manufacturers.
C) FOREIGN EXCHANGE EARNING AND OUTGO.
a) Activities relating to exports, initiatives taken to increase
exports, development of new export markets for products and services
and export plans:
Please refer to para captioned "Current year" and "Project" of the main
report.
b) Total foreign exchange earned and used : Rs. in lacs
i) Earnings from export of goods etc. : 1,321.67
ii) Used for import, expenses etc. : 807.55
NET EARNINGS : 514.12
Details information on foreign exchange earning and outgo is given in
Notes on Accounts. Schedule M item nos 12(F) (G) &(H)
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place: Mapusa-Goa. K. G. GUPTA
Date: 30th August, 2002. CHAIRMAN
Mar 31, 2001
Your Directors are pleased to present their 19th Annual Report and the
Audited Accounts of the Company for the year ended 31st March, 2001.
FINANCIAL RESULTS :
The salient features of the Company's financial results for the year
under review are as under:
2000-2001 1999-2000
a) Profit before Interest,
Depreciation & Taxes 2,45,58,343 2,22,01,215
b) Less: Interest 48,00,655 42,87,198
c) Profit before Depreciation & Taxes 1,97,57,688 1,79,14,017
d) Less: Depreciation 47,86,087 44,08,780
e) Profit before Taxes 1,49,71,601 1,35,05,237
f) Profit after Taxes 1,41,71,601 1,35,05,237
g) Less: Prior Period Adjustment 65,111 46,503
h) Add: Balance of profit brought
forward from previous year 14,19,603 59,60,871
i) Profit available for appropriation
was 1,55,26,093 1,94,19,605
Which your Directors have
appropriated as under to:
i) General Reserve 85,00,000 1,30,00,000
ii) Proposed Dividend on Equity Shares 49,84,296 45,45,456
iii) Tax on Proposed Dividend 5,08,398 4,54,546
TOTAL 1,39,92,694 1,80,00,002
Leaving a Balance to be carried forward 15,33,399 14,19,603
Pursuant to provision of Section 217(2AA) of the Corn ponies Act,
1956, the Directors hereby state and confirm :
a) that in preparation of Annual Accounts, applicable accounting
standards have been followed;
b) that the Directors have applied sound accounting polices and made
judgements 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 financial year and of the Prof it of the Company for the year;
c) that the Directors have taken sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Corn ponies Act, 1956 for safeguarding the assets of the Company; and
d) that the Directors have prepared the Annual Accounts on a "going
concern" basis.
DIVIDEND
Yours Director have recommended a dividend of Rs. 1.20 per equity share
on 41,53,580 Equity shares of Rs. 10/- each for the financial year
ended 31 st March 2001, which, if approved at the forth coming Annual
General Meeting, will be paid to all those Equity Shareholders whose
names appear in the Register of members as on 26th September, 2001.
Direct outgo of the dividend to be paid and the tax thereof is Rs.
54.93 lacs. 'in respect of the shares held in electronic form, the
dividend will be paid details furnished by National Securities
Depository Limited end Central Depository Services (India).
Company's performance during the year under review was satisfactory,
the Company produced during the year, 23,96,232 pieces of Ophthalmic
lenses as against 21,74,819 produced in the previous year. Net export
sales for the year amounted to Rs. 1260.37 lacs as compared to Rs.
1234.50 lacs for the previous year. Company's prorfit before tax for
the year under review was Rs. 149.72 lacs as compared to Rs. 135.05
lacs for the previous year. Until last year your company being a 100%
Export Oriented Unit, was exempted from corporate tax. From the year
under review onwards, it has beers brought under tax bracket but in a
phased manner. The year has started on a positive note and the outlook
is encouraging. To sustain its leadership position as one of the top
manufacturers and exporters of Ophthalmic lenses in the country and to
further strengthen its productivity, the Company plans to focus on
optimum utilisation of capital and manpower.
The Company is vigilant and looks for opportunities that would add
value. The Current year is expected to be a good one barring unforeseen
contingencies.
PROJECTS :
The Company had launched a new project for manufacture of progressive
and specialised aspheric and bifocal lenses. A new Company, GKB Vision
Limited was set up to implement the project with foreign collaboration.
Your Company has transferred the new factory building constructed at
Pilerne Industrial Estate to GKB Vision Ltd., and have invested in the
shares of the Company in lieu of the transfer. The project has been
completed in record time and commercial production started in july,
2001, much before the scheduled date.
DEMATERIALISATION OF EQUITY SHARES :
Equity Shares of the Company are admitted tor demateriaiisation on
National Securities Depository Limited and Central Deoository Services
(India) limited in May 2001. The shareholders have now an option to
demat their shares.
The requirement of compliance with the code of Corporate Governance as
per the clause 49 of the Listing Agreement would apply to the Company
from the next financial year.
DIRECTORS :
Mr. R. K. Gupta and Mr. Gaurav Gupta retire from the Board of Directors
by rotation in accordance with the provisions of the Articles of
Association or the Company and being eligible offer themselves for
re-appointment.
M/s. Borkar & Muzumdar, who are our Auditors for the present retire at
the conclusion of the ensuing Annual General Meeting. The members are
requested to appoint Auditors for the current year and to fix their
remuneration. M/s. Borkor & Muzumdar have offered themselves for
reappointment.
INDUSTRIAL RELATIONS :
The Directors wish to place on record their appreciation of the
dedication and commitment of the employees for the achievements of the
Company during the year under review. Their unstinted support hove been
and continues to be a key fact or to your Companys ongoing success.
PARTICULARS OF EMPLOYEES :
The statutory statement regarding the employees of the Company as
required by the provisions of Section 217(2A) of Companies Act, 1956
read with Companies Particulars of (Employees) Rules 1975 and as
amended in 1990 is annexed and forms an Integral part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
A statement giving details of conservation ot energy, Technology
absorption, foreign exchange earnings and outgoing accordance with the
provisions of Section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure of porticulors in the Report of Board of
Directors) Rules 1988 is annexed and forms an integral part of this
report.
ACKNOWLEDGEMENT :
The Directors thank all the Company shareholders, customers, dealers,
suppliers, bankers and business associates for the continued support
and confidence reposed in the Company management.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
K.G.GUPTA
CHAIRMAN
Place : Mapusa-Goa.
Date : 31 August, 2001.
ANNEXURE TO DIRECTORS' REPORT
ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE
COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF
THE DIRECTORS'REPORT FOR THE YEAR ENDED 31 MARCH, 2001.
A. CONSERVATION OF ENERGY
The Company has adopted all the possible measures of energy
conservation. No further investment on conservation of energy is
contemplated at this stage. The measures of conservation adopted by the
Company include :
i) Regular monitoring of consumption of energy in all forms.
ii) Regular and preventive maintenance of machinery and
iii) Extensive use of instrumentation and protective devices.
B. Technology Absorption (Particulars are perform B) Research and
Development (R&D)
1 . Specific areas in which R& D is carried out by the Company.
(a) R&D efforts of the Company are directed towards quality control and
improvement and upgradation of existing products.
(b) In-house development of machinery to balance and improve capacity
utilization.
(c) Import substitution by development of some critical machinery
components/spares which otherwise had to be imported.
2. Benefit derived as a result of above R&D :
Import substitution and Product improvement.
3. Future Plan of Action :
Emphasis on R & D with a view to keeping abreast with the new
developments/innovations in the Company's line of product and adopting
and assimilating them of minimum cost.
4. Expenditure on R& D (Rs. In lacs)
a) Capital - 1.60
b) Recurring - 0.73
c) Total - 2.33
d) Total R&D expenditure as a percentage of total turnover : 0.18%
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts in brief made towards technology absorption, adaptation and
innovation:
a) The technology we have adapted is best suited in our conducts and it
is absorbed in full. The Company is however on look out for ways and
means to improve its productivity further by introducing innovations
and developments in the Company's line of products.
2. Benefit derived as a result of the above efforts :
Product improvement, cost reduction and import substitution.
3. Information regarding technology imported during the last 5 years.
a) Technology imported : 1. Vacuum Coating Machine
2. Prolaser Lensometer
b) Year of import : 1. 1996-97
2. 2000-01
c) Has technology been fully absorbed : 1. Yes
2. No
c) FOREIGN EXCHANGE EARNING AND OUTGO
a) Activities relating to exports, initiatives taken to increase
exports, development of new export markets for products and services
and export plans:
Please refer to para captioned " Current year" and "Project" of the
main report.
b) Total foreign exchange earned and used : Rs. in lacs
i) Earnings from export of goods etc. : 1,260.37
ii) Used for import, expenses etc. : 960.64
NET EARNINGS : 299.73
Mar 31, 2000
The Directors present with great pleasure their 18th Annual Report and
the Statement of Accounts for the year ended 31st March, 2000.
FINANCIAL RESULTS :
The salient features of the Company's financial results for the year
under review a re as under:
1999-2000 1998-99
a) Profit before Interest,
Depreciation & Taxes 2,22,01,215 1,48,02,497
b) Less : Interest 42,87,198 59,62,036
c) Profit before Depreciation & taxes 1,79,14,017 88,40,461
d) Less : Depreciation 44,08,780 39,21,362
e) Profit before Taxes 1,35,05,237 49,19,099
f) Profit after taxes 1,35,05,237 49,19,099
g) Less : Prior Period Adjustment. 46,503 -
h) Add : Balance of profit brought forward
from previous year. 59,60,871 10,41,772
i) Profit available for appropriation was 1,94,19,605 59,60,871
Which your Directors have appropriated
as underto :
i) General Reserve 1,30,00,000 -
ii) Dividend on Equity Shares 45,45,456 -
iii) Tax on Dividend 4,54,546 -
TOTAL 1,80,00,002 -
Leaving a Balance to be carried forward 14,19,603 59,60,871
DIVIDEND :
Company has paid an Interim Dividend of Rs. 1.20 per equity share as
declared by your Directors in the Board Meeting held on 31.03.2000.
Payment of dividend including tax on dividend entailed an outflow of
Rs. 50.00 lacs. Yours Directors do not recommend a final dividend and
propose that the interim dividend already paid be considered as the
dividend for the year 1999-2000.
OPERATIONS :
The year under review ended on a positive note, the Company having
achieved significant improvement in production, sales and net profit.
The Company produced 21,74,819 pieces of Ophthalmic lenses during the
year as compared to 16,36,741 pieces produced in the previous year - an
increase of 33%. Export sales also registered an increase of 39%, which
rose to Rs. 1234.50 lacs as compared to Rs. 885.00 lacs in the previous
year. Net profit for the year review stands at Rs. 132.00 lacs as
compared to Rs. 49.19 lacs earned in the previous year - an increase of
164%. The improvement in performance, is mainly due to the measures
company initiated in the past to increase its customer base, cut cost
and improve quality of its products.
The Company has succeeded to great extent in carving out a place of its
own in the global market for optical goods, particularly in Europe and
neighboring markets, despite fierce competition.
CURRENT YEAR :
The outlook is promising. The export market has shown signs of
recovery. Orderbook position is also encouraging.
The Company has been trying to make its presence felt more in export
markets in and around Europe and has achieved a good measure of
success. The Company participates in the Optical Trade Fairs regularly,
in order to keep itself informed of the new developments and make its
presence felt in the Optical world.
We had set up a Company, i.e GKB Ophthalmics GmbH (GmbH) in Bremen
Germany to cater to the needs of our buyers abroad more effectively. In
the accounting year 1998, the Company being in infancy stage, faced
some problems and as a result incurred loss. In the year 1999, GmbH
improved its performance having achieved an impressive sale of DM
19,32,250.20 as compared to DM 2,85,715.19 in the previous year. It
incurred a marginal loss of DM 4,216.12 in 1999. Also GmbH has
contributed significantly to the growth in sales achieved and profit
earned by the parent Company i.e GKB Ophthalmics Ltd.
PROJECTS :
The Company has launched a new project for manufacture of progressive
and specialised aspheric and bifocal lenses. These type of lenses were
so far imported and your Company is bringing in technology to make them
in India. A new subsidiary by name GKB Vision Limited has been
registered in July' 2000. The project will come up at Pilerne
Industrial Estate, Bardez-Goa and will go on stream by January, 2001.
Machinery is being imported from Germany which will start arriving in
Goa by October/November, 2000. The project cost is estimated to be Rs.
4.5 crores and will have a production capacity of 6,00,000 pairs per
year. Most of the production will be exported to Europe and our German
subsidiary will play an important role in marketing the products of the
new Company.
DIRECTORS :
Mr. B. K. Gupta and Mr. K.M. Gupta retire from the Board by rotation,
in accordance with the provisions of the Articles of Association of the
Company and being eligible, offer themselves for reappointment.
Dr. Gyanendra Nath Agrawal resigned from the Board of Directors during
the year under review. The Board placed on record its appreciation of
services rendered by Dr. Agrawal during his tenure of Directorship.
AUDITORS :
M/s. Borkar & Muzumdar, who are our Auditors for the present retire at
the conclusion of the ensuing Annual General Meeting. The members are
requested to appoint Auditors for the current year and to fix their
remuneration. M/s. Borkar & Muzumdar have offered themselves for
reappointment.
INDUSTRIAL RELATIONS :
Industrial relations remained cordial during the year. There was good
understanding and harmony between the management and the workers.
PARTICULARS OF EMPLOYEES
The statutory statement regarding the employees of the Company as
required by the provisions of Section 217 (2A) of Companies Act, 1956
read with Companies (Particulars of (Employees) Rules 1975 and as
amended in 1990 is annexed and forms an integral part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with the
provisions of Section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure of particulars in the Report of Board of
Directors), Rules 1988 is annexed and forms an integral part of this
report.
STATEMENT UNDER CLAUSE 32 OF THE LISTING AGREEMENT
The statement containing details as required under clause 43 of the
Listing Agreement with the Stock Exchanges is appended hereto and forms
part of this report.
ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE
COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF
THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 2000.
A. CONSERVATION OF ENERGY
The Company has been endeavouring since inception to conserve energy.
All the available measures of energy conservation have been already
adopted. No further investment on conservation measures is contemplated
at this stage.
B. Technology Absorption (Particulars are perform B)
Research and Development (R&D)
1. Specific areas in which R & D is carried out by the Company.
The product we manufacture and export is Ophthalmic lenses of glass. In
its manufacture what matters the most is the quality of the material
and precision. Our R&D effort therefore extends to all the areas of
manufacturing process.
2. Benefit derived as a result of above R&D :
Import substitution and Product improvement.
3. Future Plan of Action :
Emphasis on R & D with a view to keeping abreast with the new
developments/innovations in the Company's line of product and adopting
and assimilating them of minimum cost.
4. Expenditure on R & D
a) Capital Rs. 1.15
b) Recurring Rs. 1.91
c) Total Rs. 3.06
d) Total R&D expenditure as a percentage of total turnover : 0.25 %
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
1. Efforts in brief made towards technology absorption, adoption and
innovation :
a) The technology we have adopted is best suited in our conducts and it
is absorbed in full. The Company is however on look out for ways and
means to improve its productivity further by introducing innovations
and developments in the Company's line of products.
2. Benefit derived as a result of the above efforts :
Product improvement, cost reduction and import substitution.
3. Information regarding technology imported during the last 5 years.
a) Technology imported : 1. Vacuum Coating Machine
b) Year of import : 1996-97
c) Has technology been fully absorbed : Yes
d) If not fully absorbed, arrears where : N.A
this has not taken place, reason
thereof and future plans of action.
C) FOREIGN EXCHANGE EARNING AND OUTGO.
a) Activities relating to exports, initiatives taken to increase
exports, development of new export markets for products and services
and export plans :
Please refer to para captioned "Current year" and "Project" of the main
report.
b) Total foreign exchange earned and used : Rs. in lacs
1) Earnings from export of goods etc : 1,234.50
ii) Used for import, expenses etc : 590.71
NET EARNINGS 643.79
Mar 31, 1999
Details cannot be disclosed as information is taken from 1999-2000 Annual Report.
Mar 31, 1997
The Directors present with great pleasure their 15th Annual Report and
the Statement of Accounts for the year ended 31st March, 1997,
FINANCIAL RESULTS
The salient features of the Company's financial results for the year
under review are as under :
1996-97 1995-96
a) Profit before Interest
Depreciation & Taxes 1,86,79,260 2,03,10,386
b) Less : Interest 74,77,622 54,30,287
c) Profit before Depreciation & taxes 1,12,01,638 1,48,80,099
d) Less : Depreciation 29,69,718 28,80,045
e) Profit before Taxes 82,31,920 1,20,00,054
f) Less : Provision for Taxes 10,61,918 -
g) Profit after Taxes 71,70,002 1,20,00,054
h) Add : Balance of profit brought forward
from Previous year 8,04,539 3,79,455
i) Profit available for appropriation was 79,74,541 1,23,79,509
Which your Directors have appropriated as under to :
i) General Reserve 5,00,000 70,00,000
ii) Proposed Dividend on Equity Shares 59,10,420 45,74,970
iii) Tax on Proposed Dividend 5,91,042 -
TOTAL 70,01,462 1,15,74,970
Leaving a Balance of to be carried forward 9,73,079 8,04,539
DIVIDEND
The Directors recommend payment of dividend at 15%. The dividend including the tax thereon will absorb Rs. 65.01 lakhs of the distributable profit. The new equity shares allotted during the year
will be entitled to dividend from 01.04.96. The Directors also recommend that Rs. 5.00 lakhs be transferred to General Reserve.
OPERATIONS
During the year under review, the Company made record production and
sales. The production increased by 28% from 16,83,779 pieces of Ophthalmic lenses last year to 21,57,929 pieces this year. The sales too increased by 35% from Rs. 746.73 lacs last year to Rs. 1008.24 lacs this year. However despite the substantial increase in sales and production, there was a drop in the profit (before tax) from 120.00 lacs to 71.70 lacs. This was mainly due to the stiff competition the Company hod to face in the international market. Though the margins ore under pressure, the Company strives to maintain the level of profits steady by expanding its customer base and increasing the volume of sales.
ACHIEVEMENTS
During the year your Company received a Special Export Award for the
year 1995-96 from Chemical and Allied Products Export Promotion Council
(CAPEXIL) and an award for the year 1993-94 from Confederation of Export Units (CEU) for its outstanding export performance.
CURRENT YEAR
During the year under review the capacity was increased from 21,00,000
pieces to 30,00,000 pieces, With the increase in the capacity, the current year, barring unforeseen contingencies, will be a good year for
the Company.
Also the Company made a public issue of its Equity shares of Rs. 10/-
each at a premium of Rs. 25/- per share. Number of shares allotted from the public issue was 11,03,600, An amount of Rs. 10/- per share was paid on application and balance 25/- was called on allotment in July, 1996, As on 31.03.97, allotment money @ 25/- per share was outstanding on 3,74,200 shares. Of these, 2,13,300 shares were forfeited by the Company on 16.06,97. The Company shares are listed on Stock Exchanges at Pune, Ahmedabad, Delhi, Madras and Calcutta.
MARKETING
With the growing competition in the world market need is felt to give a
better service to our buyers abroad. Steps have therefore been taken to set up a sales office in Germany. This office when set up is expected to give further boost to our sales efforts.
PROJECTS :
Expansion programme has been delayed by nine months since full funds as
anticipated in the public issue have not been forthcoming, The Vacuum Coating Machine was finally installed in March'97 and has now become fully operational. Installation of supporting facilities is going on in
the new factory premises and shifting of operations to new premises has
been now scheduled for October'97. Target production of 33 lacs pieces
per annum will be achieved once the manufacturing operations ore finally shifted to new factory.
DIRECTORS :
Mr. B. K. Gupta and Mr. K. M. Gupta retire from the Board by rotation
in accordance with the provisions of the Articles of Association of the
Company and being eligible, offer themselves for reappointment.
AUDITORS :
The present auditors M/s. Borkar & Muzumdar retire as Auditors at the
forthcoming Annual General Meeting. The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s. Borkar & Muzumdar have offered themselves for reappointment.
INDUSTRIAL RELATIONS :
The Company continued to maintain good Industrial relation during the
year. There was harmony and good understanding between the management
and the workers in all the fields. But for the devotion and hard work
of the employees, the Company could not have achieved the record production during the year under report. The Directors therefore convey their appreciation to all the employees of the Company for their individual and collective contribution to the Company's achievements.
PARTICULARS OF EMPLOYEES :
The Statutory statement regarding the employees of the Company as required by the provision of Section 217 (2A) of Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 and as amended in 1990 is annexed and forms an integral part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with the
provisions of Section 217 (1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms an integral part of this
report.
STATEMENT UNDER CLAUSE 43 OF THE LISTING AGREEMENT
The statement containing details as required under clause 43 of the
Listing Agreement with the Stock Exchanges, is appended hereto and forms part of this report.
ANNEXURE TO DIRECTORS' REPORT
ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 217(1) (e) OF THE
COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF THE
DIRECTOR'S REPORT FOR THE YEAR 31ST MARCH, 1997.
A. CONSERVATION OF ENERGY
The Company had already taken and implemented energy conservation
measures wherever possible. During the year the Company has replaced
an old generator and streamlined the preventive maintenance system as a
measure of cost reduction, No additional investment is contemplated at
this stage.
B. Technology Absorption (Particulars as per form B)
Research and Development (R & D)
1. Specific areas in which R & D is carried out by the Company.
During the year the Company has imported a Vacuum Coating Machine with
State-of-the-Art technology for coating lenses, Officers of the Company
were given training by the suppliers abroad for operating the machine.
The machine is in operation since April'97. In addition to this R & D
efforts for quality control and improvement and upgradation of existing
production, the Company continues to develop in house critical machinery and components as a measure of import substitution.
2. Benefit derived as a result of above R & D
Import substitution and Product improvement.
3. Future Plan of Action
Emphasis on R & D with a view to keeping abreast with the new developments/innovations in the Company's line of product and adapting
and assimilating them at minimum cost.
4. Expenditure on R & D
a) Capital Rs. 0.79 lacs
b) Recurring Rs. 0.40 lacs
c) Total Rs. 1.19 lacs
d) Total R & D expenditure as a
percentage of total turnover : 0.12%
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
1. Efforts in brief made towards technology absorption, adaption and
innovation :
The technology we have adapted is best suited in our conditions and it
is absorbed in full. The Company is however on look out for ways and means to improve its productivity further by introducing/adapting innovations and developments in the Company's line of products.
2. Benefit derived as a results of the above efforts :
Product improvement cost reduction and import substitution.
3. Information regarding Technology imported during the last 5 years.
a) Technology imported : 1. Vacuum blocking and deblocking of blanks.
2. Automatic Chamfering Lenses
3. Vacuum Coating Machine
b) Year of Import : 1. 1992-93
2. 1993-94
3. 1996-97
c) Has Technology been fully absorbed : Yes.
d) If not fully absorbed, areas where this has
not taken place, reason there of and future
plans of action : N.A.
C) FOREIGN EXCHANGE EARNING AND OUTGO
a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans :
Please refer to para captioned "Current Year" and "Projects" of the main report.
b) Total foreign exchange earned and used :
Rs. in lacs
i) Earnings from export of goods. etc . : 955.80
ii) Used for import, expenses etc. : 722.36*
NET EARNINGS 233.44
* Inclusive Rs, 117.99 lacs spent on import of capital goods.
Detailed information on foreign exchange and outgo is given in Notes an
Accounts. Schedule 'L.' item nos 9 (E), (F) & (G).
Mar 31, 1996
The Directors present with great pleasure their 14th Annual Report
and the Statement of Accounts for the year ended 31-3-96.
DIVIDEND :
Your Directors recommend payment of dividend at 15% subject to deduction of tax at source. The dividend will absorb Rs. 45.75 lakhs of the distributable profit. Your Directors also recommend that Rs. 70 lakhs be transferred to General Reserve.
OPERATIONS :
During the year under review. the Company produced 16,83,379 Ophthalmic lenses representing 80% capacity utilization as against 15,55,719 lenses produced last year. The expansion programme was implemented phase wise, the capacity having been raised from 18.00 lakhs pieces of Ophthalmic lenses to 21 lakhs pieces by March, 1996 end. During the year, the Company sold 15,64,964 pieces of lenses of the value of Rs. 746.73 lakhs against 14,35,203 pieces of the value of Rs. 655.91 lakhs last year, registering an increase of 13.84 percent.
ACHIEVEMENTS:
Your Company received the award for outstanding export performance from the Confederation of Exporting Units (CEU) for the year 1993-94. Also the Company was awarded a Certificate of Merit by the Chemicals and Allied Products Export Promotion Council (Capexil) for the year 1994-95. Your Directors expect to win awards from both CEU and Capexil for the year 1995-96 as well.
CURRENT YEAR:
During the year under review the capacity was increased to 21,00,000
pieces. The expansion programme is going on and by the end of the
current year the Company has planned to increase the capacity to 33.00 lacs pieces. With the substantial increase in the capacity and order book position satisfactory, the current year, barring unforseen contingencies, will be a goad year for the Company.
Also, your Company made a public issue of its Equity Shares of Rs.10/- at a premium of Rs. 25/- in April 1996. 1091800 equity shares have been allotted on 03.07.96 and the allottees have been asked to pay allotment money @ 25/- per share by 20.08.96. The amount paid on application was Rs. 10/- per share for applicants other than promoters and firm allottee. The Shares of your Company are listed on Stock Exchanges at Pune, Ahmedabad, Delhi, Caclutta and Madras. The proceeds of the public issue will be utilized to complete the second and last phase of the expansion programme.
MARKETING
A 100% E.O.U. as it is your Company is relentlessly on a watch out for opportunities in the global market and to keep up its image, or rather to enhance it further in the world of optics. With this end in view, the Company actively participates in trade fairs, exhibitions, etc both at home and abroad. During the year under review the Company participated in Silmo Trade Fair held at Paris, from 20-10-95 to 23-10-95. Trade fair at Dubai World Trade Centre between 07-01-96 to 10-01-96 and Expo Vision Fair at Delhi in February '96. The Company is planning to start its office overseas to strengthen further its marketing base.
PROJECTS :
Having successfully made a public issue of its shares, at a premium of
Rs. 25/- recently, the Company is pursuing further its expansion
programme and the same will be completed during the current year. As a part of the expansion programme the Company has placed an order for a new Lens Coating Machine at cost of 150 lacs, approx. which is expected to be installed by October'96. New building at Pilerne Industrial Estate is nearing completion. The Single Vision Unit of the Company will be shifted to the new premises in phases during the year.
DIRECTORS :
Mr. P. K. Gupta retires from the Board and being eligible offers himself for reappointment.
AUDITORS
The Auditors M/s.Borkar & Muzumdar, Panaji, retire as Auditors at the
conclusion of the ensuing 14th Annual General Meeting of the Company
and are eligible for reappointment. They have expressed their
willingness to serve as Auditors if reappointed.
INDUSTRIAL RELATIONS :
As in the past, your Company continued to maintain very good Industrial relations during the year. The results achieved are mainly due to the hard work put in by the employees and harmony between the management and employees at all levels. Your Directors wish to place on record their appreciation of the efforts made by the employees and their attitude in particular.
PARTICULARS OF EMPLOYEES :
The Statutory statement regarding the employees of the Company as
required by the provision of Section 217 (2A) of Companies (Particulars of Employees) Rules 1975 and as amended in 1990 is annexed and forms an integral part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
A statement giving details of conservation energy, technology absorption, foreign exchange earnings and outgo, in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms an integral part of this report.
STATEMENT UNDER CLAUSE 43 OF THE LISTING AGREEMENT
The statement containing details as required under Clause 43 of the
Listing Agreement with the Stock Exchanges, is appended hereto and forms part of this report.
ACKNOWLEDGEMENT:
The Board of Directors express their appreciation of the valuable support and co-operation extended to the Company by the Economic Development Corporation of Goa, Daman & Diu Ltd., its Bankers, State
Bank of India and all its business associates and customers.
ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 217(1) (e) OF THE
COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF
THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 1996.
A. CONSERVATION OF ENERGY
a) Your Company had already taken and implemented energy conservation
measures wherever possible. They were :
i) Regular monitoring of consumption of energy in all forms.
ii) Regular and preventive maintenance of machinery for efficient
running, optimum utilisation of machines time and reduction of losses.
iii) Extensive use of instrumentation such as Capacitor Banks and other protective devices.
b) Additional investment and proposals, if any, being implemented for
reduction of consumption of energy.
Since the Company had already taken adequate conservation measures,
wherever possible, there are no major areas left where further energy
conservation measures could be taken. The company has therefore made
no additional investment during the year for reduction of energy
consumption. However energy conservation is an on going process in the Company. Efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.
c) Impact of (a) and (b) above for reduction of energy consumption and subsequent impact on the cost of production of goods.
Use of energy is being closely monitered and efforts are on to find ways and means of optimizing utilization of the available energy. Measures already adopted by the Company have yielded good result.
B. Technology Absorption (Particulars as per form B)
Research and Development (R & D)
1. Specific areas in which R & D is carried out by the Company.
(a) R & D efforts of the Company are directed towards quality control
and improvement and upgradation of existing products.
(b) In House development of machinery to balance and improve capacity
utilization.
(c) Import substitution by development of some critical machinery
components spares which otherwise had to be imported.
2. Benefit derived as a result of above R & D :
Import substitution and Product improvement.
3. Future Plan of Action
Emphasis on R & D with a view to keeping abreast with the new developments/innovations in the Company's line of product and adapting and assimilating them at minimum cost.
4. Expenditure on R & D
a) Capital Rs. 0.41
b) Recurring Rs. 0.33
c) Total Rs. 0.74
d) Total R & D expenditure as a percentage
of total turnover : 0.10%
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
1. Efforts in brief made towards technology absorption, adaption and
innovation:
a) The technology we have adapted is best suited in our conditions and it is absorbed in full. The Company is however on look out for ways and means to improve its productivity further by introducing/adapting innovations and developments in the Company's line of products.
2. Benefit derived as a results of the above efforts Product improvement. cost reduction and import substitution.
3. Information regarding Technology imported during the last 5 years.
a) Technology imported : 1. Vacuum blocking and deblocking of blanks.
2. Automatic Chamfering Lenses
b) Year of Import : 1. 1992-93
2. 1993-94
c) Has Technology been
fully absorbed : Yes.
d) If not fully absorbed, areas where this has not taken place, reason there of and future plans of action : N.A.
C. FOREIGN EXCHANGE EARNING AND OUTGO
a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services
and export plans :
Please refer to para captioned "Current Year" and "Projects" of the
main report.
b) Total foreign exchange earned and used : Rs. in lacs
i) Earnings from export of goods. etc (FOB value) 680.21
ii) Used for import, expenses etc. 498.15
------
NET EARNINGS 182.06
Detailed information on foreign exchange and outgo is given in Notes
on Accounts, Schedule 'L', item nos. 12 (E), (F) & (G).
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