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Directors Report of Gujarat Petrosynthese Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting 38th Annual Report of the Company together with the Audited Financial Statement of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31,2015 is summarised below:

Particulars 2014-15 2013-14

Sales Turnover 877.93 899.26

Other Income 111.74 107.74

Total 989.67 1007.00

Less: Exp. other than Finance Cost and 1037.77 1091.74 Depreciation

Operating Profit (48.10) (84.74)

Less: Finance Cost 0.00 0.00

Depreciation 50.14 38.61

Profit before exceptional & extraordinary (98.24) (123.35) items

Add: Extraordinary items 7.46 37.98

Add : Exceptional items 47.11 0.00

Profit before tax (43.67) (85.37)

Add/(Less): Provision for tax / Deferred tax (4.16) 39.57

Profit after tax (47.83) (45.80)

Add: Balance brought forward from earlier 1171.80 1217.60 period

Balance available for appropriations 1123.97 1171.80

Dividend

Your Directors are unable to recommend any dividend.

Performance & Future Outlook

The sales for the year have remained stagnant, as the economy has not recovered from the recession. Our customers are predominantly in the automobile sector and the growth has not met expectations. During the year we are aiming to widen our customer base and we hope to achieve operational profitability in the near future. We are also working on other cost saving measures which could further improve our bottom line.

Business

During the year under review, there is no change in the business activities of the Company.

Material changes and commitment occurred after the end of Financial Year and upto the date of Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and upto the date of this report.

Consolidated Financial Statement

In accordance with the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, statement containing salient features of the financial statements of subsidiary companies is disclosed separately in Annexure I and forms part of the annual report. The consolidated financial statements are prepared in accordance with the Accounting Standard (AS) - 21 issued by the Institute of Chartered Accountants of India.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

Pursuant to provisions of section 186 of the Companies Act, 2013, during the year under review, details of loans and investments by the Company to other body corporate are as follows:

Sr. No. Particulars Amount

1. Gujarat Polybutene Private limited (Wholly Owned 5,75,00,000 Subsidiary company)

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Joint Venture Company or Associate Company. But the Company has following 100% Subsidiary Companies.

1. Gujarat Polybutenes Private Limited.

2. GPL Finance and Investments Limited

Share capital

During the year under review, there is no change in the Authorized share capital. The Company has allotted 3,25,000 Equity shares of Rs. 10/- each at a premium of Rs. 25/- per share on conversion of warrants to Yashashree Commercial Services Private Limited. Consequent upon the conversion of warrants, the paid-up share capital of the Company has been increased from Rs. 5,64,41,660 to Rs. 5,96,91,660.

Transfer to Investor Education & Protection Fund.

In terms of Section 125 of the Companies Act, 2013, there is no amount required to be transferred to the Investor Education and Protection Fund established by the Central Government.

Directors and Key Managerial Personnel

During the year under review, following changes occurred in the position of Directors/ KMPs of the Company:

* Mr. V.H. Pandya, Independent Director of the Company, due to his old age resigned on 13/02/2015. He had been associated with the Company since 16th March, 1982. The Board appreciates and takes note of the contribution made by him during his tenure as Director of the Company.

* Mrs. Mrinalini Mehta, Director of the Company, vacates her office as Director of the Company due to her absence from all the meeting of the Board of Directors held during last 12 months.

* Ms. Urmi N Prasad has been appointed as Executive Director and Chief Financial Officer of the Company and Ms. Shweta Kalgutkar as Company Secretary.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Charita Thakkar (DIN 00321561), shall retire by rotation at the ensuing annual general meeting and being eligible offer herself for reappointment.

The term of appointment of Mr. R.M. Thakkar as a Managing Director has expired. The Board of Directors at its meeting held on 30th May, 2015 reappointed him as a Managing Director for a further period of 3 years from 11/10/2014 to 10/10/2017.

Independent Directors

The Company at its annual general meeting held on 25 September, 2014, had appointed Mr. M D Garde, Mr. T N R Rao and Mr. V Raghu, as independent Directors of the Company. They hold office for a period upto 31 March, 2019 and shall not be liable to retire by rotation.

The Company has received declarations from all Independent Directors confirming that they meet with the criteria of independence as prescribed under the requirement of provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Independent Directors' Meeting

During the year under review, the Independent Directors met on March 6, 2015, inter alia, to discuss:

* Evaluation of performance of Independent Directors and the Board of Directors as a whole;

* Evaluation of performance of Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

* Evaluation of quality, consent and timelines of flow of information between the Management and the Board that is necessary for the Board for effective performance of its duties.

All the Independent Directors were present at the Meeting.

Directors' Appointment and Remuneration Policy

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and the Company has constituted Nomination and Remuneration Committee. The Company is yet to devise policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

The Company has a Chairman cum Managing Director and one Executive Director as Whole-time Director. Non Executive Directors receives 1% commission of the net profit of the Company in addition to sitting fees for attending meetings of Board of Directors or any committee of Board.

Board Meetings

During the year five Board Meetings were convened and held on 31.05.2014, 25.07.2014, 25.09.2014, 14.11.2014 and 13.02.2015.

Director's Responsibility Statement

Your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

(b) the Directors 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 as at March 31, 2015 and of the profit and loss of the company for that period;.

(c) the Directors 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) the Directors have prepared the annual accounts on a going concern basis; and

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Audit Committee

The Audit Committee met four times during the year under review. All the recommendations made by the Audit Committee were accepted/ approved by the Board. The compositions of Audit Committee are as under.

1. Mr. M.D.Garde Chairman

2. Mr. V.Raghu Member

3. Mr. R.M.Thakkar Member

Auditors & Auditors Report

Statutory Auditor

M/s S J H & Co., Chartered Accountants, the statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have expressed their willingness to continue. The Company has received a certificate from the Auditors that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Board recommends their re-appointment. Shareholders are requested to re-appoint the Auditors for the financial year 2015-16 and authorize the Board to fix their remuneration

As per Section 134(3) of the Companies Act, 2013 the notes/ comments of Auditors referred to in the Auditors' Report are self explanatory and do not call for further explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

Your Company has adopted an internal control system, commensurate with its size. The Company has appointed M/s AJBS & Associates, Chartered Accountants as the Internal Auditor of the Company w.e.f. Financial year 2014-15. Your Company ensures compliance and controls so that the assets and business interests of your Company are adequately safeguarded.

Secretarial Auditor

The Board has appointed M/s. J.J. Gandhi & Co., Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended March 31,2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Risk Management Policy

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The operations and working of the Company can be affected on account of any of the following risk factors;

* Policy of Govt. as to excise duty etc.

* Policy of competitors

* Market conditions

Vigil Mechanism / Whistle Blower Policy

The Company has adopted Vigil Mechanism/Whistle Blower Policy to deal with fraud or mismanagement, where it has a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct / Business Ethics, if any. No personnel have been denied access to the Chairman of the Audit Committee, for making complaint on any Integrity issue.

Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 is not applicable to the Company, as the Company do not meet with the requirement of profit criteria.

Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in

Annexure III and is attached to this Report.

Corporate Governance

Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. The report on corporate governance forms an integral part of this report and is set out as separate section to this annual report. The certificate of M/s. SJH & Co., chartered accountants, the statutory auditors of the Company certifying compliance with the conditions of corporate governance as stipulated in clause 49 of the listing agreement is annexed with the report on corporate governance.

Related Parties Transactions

The particulars of transactions or contracts entered or arrangements made with related parties pursuant to provisions of section 188 of the Companies Act, 2013 is provided in Annexure IV and is attached to this Report.

Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is provided in Annexure V and is attached to this Report.

Disclosure under the Sexual Harassment of Women at workplace (Prevention of, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Acknowledgments

The Board of Directors wish to place on record their appreciation for the continuous support of the Bankers, vendors and buyers and shareholders in the performance of the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board Gujarat Petrosynthese Limited

Place : Mumbai Mr. R. M. Thakkar Date :25th July, 2015 Chairman & Managing Director DIN No: 00248949


Mar 31, 2014

Dear Members,

The Directors present the 37th ANNUAL REPORT of the Company together with the Audited Financial Statement of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs in Lacs)

Particulars 2013-14 2012-13

Sales Turnover 899.26 1060.65

Other Income 107.74 118.53

Total 1007.00 1179.18

Less: Exp. other than Finance Cost and Depreciation 1091.74 1209.62

Operating Profit (84.74) (30.44)

Less: Finance Cost 0.00 0.14

Depreciation 38.61 36.01

Profit before exceptional & extraordinary items (123.35) (66.59)

Add: Extraordinary items 37.98 0.00

Profit before tax (85.37) (66.59)

Less: Profession for tax / Deferred tax (39.57) 0.00

Profit after tax (45.80) (66.59)

Add: Balance brought forward from earlier period 1217.60 1284.19

Balance available for appropriations 1171.80 1217.60

Dividend

Your Directors are unable to recommend any dividend.

Performance & Future outlook

Our economy has been going through a difficult phase. The volatile market situation has affected the overall growth of the industry. The depreciation of the rupee resulted in the increase in the price of raw materials without a corresponding increase in the selling price of the finished products. The auto sector recorded one of its worst periods in 2013. As our industry depends heavily on the auto sector, this has resulted in a 15% drop in sales.

However, the management is hopeful of a recovery of the economy and has invested in a new twin screw extruder which has increased the capacity of the unit to 2800MT per annum. This was done without taking any loans but through internal accruals. Thus the unit has been operated as debt free which has enabled it to survive the economic upheavals.

The company continues in its endeavors to widen the customer base as well as add new products to its portfolio. We are very hopeful that increased business will come during the current financial year.

Human Resource Management

The Company considers Human Resources as an invaluable asset. Your Directors place on record their appreciation of the hard work, dedication and commitment of the employees of the Company at all levels. The efforts of the employees make it possible for the Company to face challenges and competition.

Particulars of Employees

As required by provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended the names and other particulars who are drawing remuneration of Rs. 60.00 lacs per annum or more or Rs. 5.00 lacs p.m. or more are NIL.

Industrial Relations

Relations between the employees at all levels with the management continue to remain cordial.

Health, Safety & Environment

Occupational safety and environment continue to be an important area for your Company and receive proper attention throughout the year. Necessary steps are regularly undertaken to ensure the Safety of personnel and equipment.

Internal Control System

Your Company has adopted an internal control system, commensurate with its size. The external auditors and high powered audit committee supplement the Company''s internal control system. Your Company ensures its implementation and compliance so that the assets and business interests of your Company are adequately safeguarded.

Cautionary Statement

The statement in this report on Management discussion and analysis describing the company''s objectives, projections, estimates, expectation may be "forward looking statements" within the meaning of applicable securities Laws or Regulations. These statements are based on certain assumptions and expectations of future events. However, actual results could differ materially from those expressed or implied. The Company assumes no responsibility in respect of forward looking statements, which may undergo changes in the future on the basis of subsequent development, information or events.

Deposits

Your Company has not accepted any Deposits to which the provisions of section 58A of the Companies Act, 1956 are applicable. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo are as per the attached Annexure.

Corporate Governance

A Compliance Report on Corporate Governance is annexed to this report. The Auditors'' Certificate on compliance with the conditions of corporate governance under clause 49 of the Listing Agreement is also annexed to this report.

Director''s Responsibility Statement

Pursuant to provisions under section 217(2AA) of the Companies Act, 1956 with respect to The Director''s Responsibility Statement, the Board of Directors hereby confirm that:

1. in the preparation of annual accounts, the applicable accounting standards have been followed and given proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and judgements and estimates 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 or loss of the company for the year under review;

3. proper and sufficient care has been taken 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 and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

Directors

At the forthcoming Annual General Meeting Ms. M H Mehta retires by rotation as per the provisions of Section 152 of the Companies Act, 2013 and being eligible offer herself for reappointment.

Mr. V. Raghu was appointed as an Additional Director by the Board on 25/05/2013. Mr. V. Raghu will act as an Independent Director. The Directors welcome him on Board.

Mr. M D Garde, Mr. V H. Pandya, Mr. T N R Rao and Mr. V. Raghu existing Independent Directors of the Company are recommended for their re-appointment as independent Directors by the shareholders of the Company at the forthcoming Annual General Meeting pursuant to the requirement of the provisions of Section 149 of the Companies Act, 2013. The Board recommends their appointments.

The Board deeply regrets the passing away of Mr. Adhik Shirodkar on 20/04/2014. He had been associated with the Company since 16th April, 1983. As a member of the Board and the Committee, he lent his vast knowledge and experience to the Company. His presence will be missed.

Ms. Ursula Thakkar Executive Director of the Company resigned on 28/11/2013. She had been associated with the Company since 27th Sept., 1996. The Board appreciates and take note of the efforts made by her.

The term of appointment of Ms. Urmi N Prasad as an Executive Director ended on 31st March, 2014. The Board of Directors at its meeting held on 31st May, 2014 reappointed her as an Executive Director for a further period of 3 years with effect from 1st April, 2014.

Auditors

M/s S J H & Co., Chartered Accountants, retire as Auditors of the Company. M/s S J H & Co. confirmed that, if appointed, their appointment will be within the limit prescribed and eligible to be appointed as per the provisions of section 141 of the Companies Act, 2013. The Board recommends the appointment. Members are requested to appoint the Auditors for the current financial year and authorize the Board to fix their remuneration.

As per Section 134(3) of the Companies Act, 2013 the notes/ comments of Auditors referred to in the Auditors'' Report are self explanatory and do not call for further explanation.

Acknowledgments

The Board of Directors wish to place on record their appreciation for the continuous support of Bankers, vendors and buyers and shareholders in the performance of the Company.

For and on behalf of the Board of Directors

Place : Mumbai R. M. THAKKAR Date : 31st May, 2014 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2010

The Directors have pleasure in presenting the 33rd ANNUAL REPORT of the Company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

Financial Results (Rs. in Lacs)

Particulars 2009-10 2008-09

Sales Turnover 924.24 720.03

Operating Profit 112.06 64.74

Less : Interest 0.13 0.48

Depreciation 32.69 32.67

Profit before Tax 79.24 31.59

Less: Provision for Tax 15.50 9.45

Provision for Deferred Tax 0.00 1.01

Fringe Benefit Tax 0.00 3.85

Profit After Tax 63.74 17.28

Prior period Adjustments/ Income Tax for earlier years 6.03 (5.86)

Add: Balance in Profit & Loss Account 605.68 592.64

Balance available for appropriation 675.45 604.06

Balance carried to Balance sheet 675.45 604.06

Dividend

Your Directors do not recommend any dividend.

Deposits

Your Company has not accepted any Deposits to which the provisions of section 58A of the Companies Act, 1956 are applicable.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo are as per attached Annexure. Corporate Governance A Compliance Report on Corporate Governance is annexed to this report. The Auditors Certificate on compliance with the conditions of corporate governance under clause 49 of the Listing Agreement is also annexed to this report.

Directors Responsibility Statement

Pursuant to provisions under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, the Board of Directors hereby confirm that:

1. in the preparation of annual accounts, the applicable accounting standards have been followed and given proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and made judgments and estimates which 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 or loss of the Company for the year under review;

3. proper and sufficient care has been taken 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 and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

Directors

At the forthcoming Annual General Meeting, Mr. Adhik Shirodkar and Ms. Charita Thakkar retire by rotation as per the provisions of the Companies Act, 1956, and the Articles ofAssociation of the Company, and being eligible offer themselves for reappointment.

Auditors

M/s SARJBA & Co., Chartered Accountants, Bangalore, the statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company but are eligible for reappointment. The Board recommends the reappointment.

Members are requested to reappoint the Auditors for the current financial year and authorize the Board to fix their remuneration.

As per Section 217(3) of the Companies Act, 1956 the notes/ comments of Auditors referred to in the Auditors Report are self explanatory and give complete information.

Acknowledgments

The Board of Directors wish to place on record their appreciation for the continuous support of Bankers, vendors and buyers in the performance of the Company.

By order of the Board of Directors For Gujarat Petrosynthese Limited.

Sd/- Place : Mumbai (Dr. Ft. M. Thakkar) Date : 22nd July, 2009 Chairman & Managing Director



 
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