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Directors Report of GKB Ophthalmics Ltd.

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, 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

 
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