Mar 31, 2018
Dear Members,
The Directors have pleasure to present the 34th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2017-18 ended 31st March, 2018.
1. FINANCIAL RESULTS :
(Rs. in Lakh)
Particulars |
2017-18 |
2016-17 |
Operating Profit (Before Interest & Depreciation) |
2496.73 |
1612.40 |
Less: Interest/Finance Cost |
1132.39 |
962.52 |
Profit before Depreciation |
1364.34 |
649.88 |
Less: Depreciation |
570.08 |
581.14 |
Less/(Add): Extra Ordinary Items |
77.07 |
(64.68) |
Profit before Tax |
717.19 |
133.42 |
Less: Current Tax |
- |
25.43 |
(Add): Deferred Tax |
(11.78) |
(6.31) |
Less: Income tax for earlier years |
19.60 |
- |
Profit / (Loss) after Tax |
709.37 |
114.30 |
There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2018 and date of this report.
2. DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 0.01 per Cumulative Redeemable Preference Share of the Company for the year under review. The dividend will be paid when declared by the shareholders in accordance with the law. The total dividend outgo will be Rs. 4,800 for the year 2017-18. However, with a view conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommended any dividend for the year under review on Equity Shares.
3. OPERATIONS:
The revenue from operations is decreased by 16.95% from Rs. 31,763.91 lakh for the previous year 2016-17 to Rs. 26,381.27 lakh for the year 2017-18. The Company expects better performance during the year 2017-18 with expecting increase in demand for PP bags from Cement Sector, which is expecting to perform better due to Governmentâs focus on initiating policy that would ensure time-bound creation of world class infrastructure in the country.
5. LISTING:
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2018-19.
6. INCREASE IN AUTHORISED SHARE CAPITAL:
The Authorised Equity Share Capital of the Company has been increased to Rs. 21 Crore divided into 1,60,00,000 Equity Shares of Rs. 10/- each and 5,00,000 Cumulative Redeemable Preference Shares of Rs. 100/- each upon passing of Special Resolution in the Extra Ordinary General Meeting held on 28th April, 2018.
7. ISSUE OF 15,00,000 WARRANTS CONVERTIBLE INTO EQUITY SHARES:
The Company, after obtaining necessary approvals, has issued 15,00,000 Warrants on Preferential basis to Non-Promoter Investors convertible into 15,00,000 Equity shares of Rs. 10/- (Rupees Ten only) each fully paid up at a price which shall not be lower than the price determined in accordance with provision of Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. BSE Limited (âBSEâ) has given its in-principle approval for the issue and allotment of 15,00,000 warrants convertible into Equity shares of Rs. 10/- each at a price not less than Rs. 60/- per share (including a premium of Rs. 50/- per equity share) on preferential basis vide its letter No. DCS/PREF/SD/PRE/ 1758/2016-17 dated March 15, 2017. The Company has already allotted 15,00,000 convertible warrants against 25% of the subscription money as per the terms of issue. This will improve leverage ratio and overall financial position of the Company.
8. RAISING OF FUNDS / ISSUANCE OF SECURITIES THROUGH QUALIFIED INSTITUTIONS PLACEMENT
In view of the Companyâs requirement of additional capital to meet the needs of setting up a new facility for manufacturing for ADSTAR BAG/GEO Textile, to meet the additional long term working capital requirements, repayment/ servicing of existing debts, and for other general corporate objectives/ purposes, and to augment the capital base and financial position, the Company had obtained approval of its members by way of Extra Ordinary General Meeting held on 24th March, 2018 to raise funds up to Rs. 35 Crore by way of Qualified Institutions Placement in accordance with the applicable provisions of Companies Act, 2013, SEBI (ICDR) Regulations, 2009 and other applicable laws. The Company is in the process of raising funds through QIP. This will improve the overall financial position of the Company including its debt equity ratio.
9. RECLASSIFICATION OF PERSONS/ ENTITIES FORMING PART OF THE PROMOTER GROUP FROM âPROMOTER & PROMOTER GROUP CATEGORYâ TO âPUBLIC CATEGORYâ:
In accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, and after obtaining necessary approval from the members of the Company through Postal Ballot commenced on 27th January, 2018 and ended on 26th February, 2018, the Company made Application dated 9th March, 2018 to BSE Limited for reclassification of the following persons/entities forming part of the Promoter Group from âPromoter & Promoter Group Categoryâ to âPublic Categoryâ:
Name of the Shareholders |
No. of shares held |
% of the paid up capital |
Anil Kumar Khetawat |
1,00,000 |
1.13 |
RTL Logistics Limited |
89,000 |
1.00 |
Jugal Kishore Khetawat HUF |
70,000 |
0.79 |
Seema Khaitan |
20,000 |
0.23 |
SUB - TOTAL (A) |
2,79,000 |
3.15 |
Name of the Shareholders |
No. of shares held |
% of the paid up capital |
Status Credit & capital Pvt Limited |
1,00,000 |
1.13 |
Gopala Mercantile Limited |
28,000 |
0.32 |
Swastik Capital and Stock private Limited |
3,833 |
0.04 |
Ram Narayan Nathmal Somani |
1,016 |
0.01 |
Navjeevan Credit & Holdings Ltd |
0 |
0.00 |
Navjeevan Synthetics Pvt Limited |
40 |
0.00 |
Shree Prakash Nathmal Somani |
4 |
0.00 |
SUB - TOTAL (B) |
1,32,893 |
1.50 |
TOTAL (A B) |
4,11,893 |
4.65 |
The Company received Approval Letter from BSE Limited dated 23rd April, 2018 approving the Reclassification of the above named entities/ persons into Public Category w.e.f 23rd April, 2018.
10. DIRECTORS:
10.1 One of your Directors viz. Mr. Mahendra N. Somani retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for re-appointment.
10.2 Mr. Malay Dalal resigned from the office of Director w.e.f 28th September, 2017.
10.3 Mr. Kishori Lal Sonthalia has been appointed as Independent Director of the Company w.e.f 14th November, 2017.
10.4 Ms. Nirali Patel resigned from the office of Director w.e.f 23rd November, 2017.
10.5 Ms. Palak D. Parekh has been appointed as Independent Director of the Company w.e.f 12th February, 2018.
10.6 The office of Mr. Balkrishna Mittle as Director of the Company has been vacated under Section 167 of the Companies Act, 2013 w.e.f 12th February, 2018.
10.7 Mr. Sanjay Maniar has been appointed as Independent Director of the Company w.e.f 15th March, 2018.
10.8 The Board of Directors duly met 15 times during the financial year under review.
10.9 The Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.
10.10 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.
10.11 DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards (IND-AS) had been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2018 being end of the financial year 2017-18 and of the profit of the Company for the year;
(iii)that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv)that the Directors had prepared the annual accounts on a going concern basis.
(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(vi)the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
12. MANAGERIAL REMUNERATION:
The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Companyâs website www.gopalapolyplast.com
13. KEY MANAGERIAL PERSONNEL: % increase in remuneration of Directors & KMP:
Sr. No. |
Name of the Director & KMP |
Designation |
Percentage Increase (If any) |
1. |
Mr. Manoj M. Somani |
Managing Director |
- |
2. |
Mr. Manish M. Somani |
Whole Time Director & CFO |
- |
3. |
Mr. Mahendra N. Somani |
Whole Time Director |
- |
4. |
Mr. Ketankumar R. Vala |
Company Secretary |
- |
14. PERSONNEL AND H. R. D.:
14.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.
The number of Employees of the Company are 360.The relationship between average increase in remuneration and Companyâs performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.
14.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.
15. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:
All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at www.gopalapolyplast.com.
The particulars of Contracts or Arrangements entered into with related parties referred to in Section 188(1) of the Companies Act, 2013 are given in Form - AOC-2, attached with this Report as Annexure
B. 16. DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements attached to the Directorsâ Report.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.
18. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - C.
19. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - D. The remarks of Auditor are self explanatory.
19. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - E.
20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERSâ RELATIONSHIP COMMITTEE:
The details of various committees and their functions are part of Corporate Governance Report.
21. GENERAL:
21.1. AUDITORS:
STATUTORY AUDITORS:
The present Auditors of the Company M/s. Ashok Dhariwal & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 100648W), were appointed as Statutory Auditors of the Company at the 33rd Annual General Meeting for a period of 5 years i.e. for financial years 2017-18 to 2021-2022. They continue to hold office as Statutory Auditors till the conclusion of 38th AGM to be held in the year 2022.
The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.
21.2 INSURANCE:
The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.
21.3 DEPOSITS:
The Company has not accepted during the year under review any Deposits and there were no overdue deposits.
21.4 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
21.5 RISK MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.
21.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.
21.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.
21.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
21.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.
21.10 GRATUITY:
The present liability for future payment of Gratuity as on 31st March, 2018 is not actuarially determined and provided for as per Indian Accounting Standard-19 (Ind AS-19), âEmployee Benefitsâ and also as per the provisions of Section 128 of the Companies Act, 2013 relating to preparation of Books of Account on accrual basis. The Company has provided for the amount of Gratuity liability for the employees on the basis of Managementâs estimate, which has been explained in the Auditorâs Report.
21.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
22. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
23. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE136C01036.
24. FINANCE:
24.1 The Companyâs Income-tax Assessment has been completed up to the Assessment Year 2016-17 and Sales-tax Assessment is completed up to the Financial Year 2013-14.
24.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan from Dena Bank Limited, other Banks and Financial Institutions. The Company is generally regular in payment of interest and principal.
25. ACKNOWLEDGEMENT:
Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation. Your Directors also place on record their grateful appreciation and co-operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.
For and on behalf of the Board,
Place : Santej Manoj M. Somani
Date : 20th July, 2018 Chairman & Managing Director
Mar 31, 2016
DIRECTORSâ REPORT
To,
The Members Gopala Polyplast Limited
Dear Members,
The Directors submit this 32nd Annual Report together with the Audited Accounts for the year ended 31st March, 2016.
1. FINANCIAL RESULTS
The performance of the Company during the year under review is summarized in the following statement:
(Rs. in Lacs) |
||
Particular |
31.03.2016 |
31.03.2015 |
Revenue from operations |
30874.22 |
28601.60 |
GROSS PROFIT/(LOSS) BEFORE INTEREST & FINANCE CHARGES, DEPRECIATION AND TAX Interest & Financial Charges Depreciation |
1566.93 907.12 610.74 |
929.28 797.08 567.15 |
PROFIT / (LOSS) BEFORE EXCEPTIONAL & EXTRA ORDINARY ITEMS & TAX 11 1 Extra Ordinary Item 8. : Profit / (Loss) on sale of fixed assets / investment |
49.07 0.35 |
(434.95) (21.92) |
PROFIT / (LOSS) BEFORE TAX Provision for Taxation (including deferred tax) |
49.42 17.80 |
(456.87) 13.99 |
PROFIT / (LOSS) FOR THE YEAR |
31.62 |
(470.86) |
2. STATE OF AFFAIRS OF THE COMPANY
The performance of the Company during the year under review improved reasonably well due to less volatility in the price of its key raw materials as compared to the same in the previous year 2014-15. Revenue from operations during the year under review increased by Rs.2272.62 lacs and profit before interest, depreciation and tax increased by Rs.659.81 lacs as compared to previous year. Despite increase both in finance cost by Rs.110.04 and provision for depreciation by Rs.43.69 lacs, the profitability of the Company during the period under review improved by Rs.502.48 lacs and the Company earned net profit of Rs.31.62 lacs as against net loss of Rs.470.86 lacs in the previous year.
During the year under review the company had established two new products viz. Reverse Laminated BOPP Bag and Block Bottom Bag in the Market and impact of these two new products had reflected in improved performance of the company. The Company had got registered with DGS & D of Government of India and got the rate contract from DGS&D for Supply of food grain bags to Government agency.
The Company expects better performance during the year 2016-17 with expected full utilization of its capacity for the manufacture of AD Star and BOPP bags.
3. MATERIAL CHANGES DURING THE YEAR UNDER REVIEW
No material changes and commitments have occurred during the year and between the end of financial year under review and the date of this report of the Board of Directors, which affects the financial position of the Company.
4. DIVIDEND
The Board of Directors recommends dividend Re. 0.01 per Cumulative Redeemable Preference Share of the Company for the year under review and also cumulative dividend pro rata for the year 2013-14 and for the year 2014
15. The dividend will be paid when declared by the shareholders in accordance with the law. However, with a view to conserving resources, your directors do not recommend dividend on Equity Share Capital for the year under review.
5. TRANSFER TO RESERVES
The Board of Directors does not propose to transfer any amount to the General Reserve or to any other reserve.
6. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Sec. 134 (5) of the Companies Act, 2013 the Directors confirm:
i) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2016 and of the profit of the Company for the year ended on that date;
iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) that the annual financial statements have been prepared on a going concern basis.
v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rajkumar Poddar, Independent Director resigned effective from 9th May, 2015. Ms. Nirali Patel was categorized as an Independent Director under Section 149 (4) of the Companies Act, 2013 at the meeting of the Board of Directors held on 31st July, 2015 subject to approval by the Company in General Meeting.
Pursuant to provision of Section 149 and other applicable provisions of the Companies Act, 2013 Ms. Nirali Patel (DIN: 01354974) was appointed as Independent Directors at the Annual General Meeting of the Company held on 30th September, 2015. The terms and conditions of appointment of Independent Directors are as per Schedule
IV of the Act. She has submitted a declaration to the Board that she has met the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and under then Clause 49 of the Listing Agreement.
Mr. Jugalkishore Khetawat resigned from the Board of Directors effective from 8th August, 2016 Mr. Manish Somani retires by rotation and being eligible has offered himself for re-appointment.
The term of Mr. Mahendra Somani as a Whole-time Director expires on 30th September, 2016. The Board has reappointed him for a further period of five years effective from 1st October, 2016, subject to approval by the members at the ensuing Annual General Meeting by passing a Special Resolution since he has already attained the age of 70 years.
During the year, none of the non-executive director of the Company had no pecuniary relationship or transaction with the Company.
8. MEETINGS OF THE BOARD
During the year under review, 7 (Seven) Board Meetings were held on 25/05/2015, 31/07/2015, 05/10/2015, 31/10/2015, 09/11/2015, 05/02/2016, and 26/03/2016.
The maximum time gap between two consecutive meetings of Board did not exceed the limit prescribed under the Companies Act, 2013.
The Agenda papers along with agenda notes were circulated well in advance to the Members of the Board for their review and to facilitate them to take informed decisions, if any.
9. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors based on inputs from the directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. Also, the Chairman was also evaluated on the key aspects of his role.
In the separate meeting of independent directors, performance of non independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committee and individual director was also discussed.
10. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act is as under.
The Broad terms of reference of the Nomination and Remuneration Committee are as follows:
- To identify person who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend the Board their appointment and / or removal.
- To carry out evaluation of every directorâs performance.
- To recommend to the Board a policy relating to remuneration for the Companyâs senior management including its Key Managerial Person and Board of Directors.
- To recommend remuneration of the Managing Director(s) and Whole-time Directors.
- To carry out other functions as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable.
- To perform such other functions as may be necessary or appropriate for the performance of its duties. Remuneration Policy:
The remuneration of Managing Director / Executive Director / Whole-time Director / Key Managerial Personnel is proposed by the Committee and subsequently approved by the Board of Directors and further by the shareholders, if required. Executive remuneration is evaluated annually against performance and a benchmark of other companies in the same field, which in size and complexity are similar to the Company. In determining packages of remuneration, the Committee may consult with the Chairman / Managing Director as appropriate. Total remuneration shall be comprised as follows:
- A fixed base salary, set at a level aimed at attracting and retaining executives with professional and personal competences required to drive the Companyâs performance.
- Annual increment based on the performance appraisal by the Chairman / Managing Director / Committee and can under normal circumstances not exceed 25% of the fixed base salary.
- Provident Fund contributions, made in accordance with applicable laws and employment agreements.
- Gratuity payment shall be in accordance with applicable laws and employment agreements.
- Severance payments in accordance with termination clauses in employment agreements. Severance payments shall comply with local legal framework.
11. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal financial controls commensurate with the nature & size of business of the Company.
12. AUDIT COMMITTEE
The Audit Committee was lastly reconstituted on 25/05/2015, comprising of two non-executive independent directors and one of them is Executive directors. The members of the Committee are Mr. Malay Dalal, non-executive independent director as a Chairman, Mr. Balkrishna Mittle non-executive independent director and Mr. Manoj Somani, Managing Director. Mr. Malay Dalal, Chartered Accountant has good financial and accounting knowledge.
13. AUDITORS
At the 30th Annual General Meeting held on 30th September, 2014, M/s. V. K. Moondra & Co., Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of the 33rd Annual General Meeting. In terms of the first proviso of Section 139 of the Companies Act, 2013, the appointment of Auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. V. K. Moondra & Co., Chartered Accountants, as statutory auditors of the Company is placed for ratification by the members. In this regard, the company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
14. DIRECTORSâ RESPONSE TO AUDITORâS REPORT AND SECRETARIAL AUDITORâS REPORT
The auditorâs report and secretarial auditorâs report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial audit is given as an annexure which forms part of this report.
Further, during the year, in the course of the performance of their duties as Auditor, no fraud was reported by them for which they have reason to believe that an offence involving fraud has been committed against the Company by officers or employees of the Company.
Report on Frauds, if any:
During the year under review, no incidence of any fraud has occurred in the Company. Neither the Audit Committee of the Board, nor the Board of the Company had received any report involving any fraud, from the Statutory Auditors of the Company. As such, there is nothing to report by the Board, as required under Section 134 (3) (ca) of the Companies Act, 2013.
15. RISK MANAGEMENT
The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified are systematically addressed through mitigating actions on a continuing basis.
16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
During the year under review, the Company has not granted any Loans, guarantees or provided securities in excess of the limits prescribed under Section 186(2) of the Companies Act, 2013 and has not made any investment through more than two layers of investment Companies.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is annexed hereto in Annexure - I and forms part
of this report.
18. CORPORATE SOCIAL RESPONSIBILITY
The CSR Policy is not applicable to our company.
19. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
There were no companies which have become or ceased to be subsidiary, joint ventures or associate companies
20. EXTRACT OF ANNUAL RETURN
An extract of Annual Return of the Company as on 31st March, 2016 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed hereto in Annexure - II and forms part of this report.
21. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and also the Statement containing particulars of employees as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided hereunder.
a. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Name of the Director |
Ratio to the median remuneration |
Mr. Mahendra Somani - Whole time Director |
5.93 |
Mr. Manoj Somani - Managing Director |
9.63 |
Mr. Manish Somani - Executive Director |
8.31 |
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
Name of the Director |
Ratio to the median remuneration |
Mr. Mahendra Somani - Whole time Director |
0.00 |
Mr. Manoj Somani - Managing Director |
0.00 |
Mr. Manish Somani - Executive Director |
0.00 |
Mr. Krunal Shah - CFO |
20.52% |
Ms. Anal Desai - Company Secretary |
0.00 |
c. The percentage increase in the median remuneration of employees in the financial year : 10.25%
d. The number of permanent employees on the roll of Company : 249
e. 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
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 11.14% as against nil percentile increase in the managerial remuneration
f. Affirmation that the remuneration is as per the remuneration policy of the Company.
The Company affirms that the remuneration is as per remuneration policy of the Company
22. REPORT ON CORPORATE GOVERNANCE
Your company is under exemption of compliance of Regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. Pursuant to regulation 34(3) read with Schedule V (C) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, therefore Report on Corporate Governance is not applicable.
23. CERTIFICATE ON CORPORATE GOVERNANCE AND CEO / CFO CERTIFICATION
Since, your company is under exemption of compliance of Regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. Pursuant to regulation 34(3) read with Schedule V (C) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the provision regarding certification of Corporate Governance is not applicable.
As required by regulation 17(8) of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II is not applicable.
24. REPORT ON MANAGEMNET DISCUSSION & ANALYSIS
A detailed Management Discussion and Analysis as required under regulation 34(3) read with Schedule V (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure III, which forms part of this Board Report.
25. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulation, 2015.
26. DISCLOSURE REQUIREMENT
Details of the familiarization programmed of the independent directors are available on the website of the company (www.gopalapolyplast.com).
Policy of dealing with related party transactions is available on the website of the Company (www.gopalapolyplast.com).
The Company as formulated a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI (LODR) Regulations 2015. The Whistle Blower Policy is available on the website of the company (www.gopalapolyplast.com).
There has been no complaint received on Sexual Harassment during the year under review.
27. DEPOSITS
The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on such deposits was outstanding as on the date of the balance sheet.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy
Under modernization and expansion programme undertake during last two years, the Company has overhauled its major old machinery by installing new machinery which is consuming less power.
Technology absorption, adaption and innovation
The company continues to use the latest technologies for improving the productivity and quality of its products. The Companyâs operations do not require import of technology.
Research and Development: Specific areas in which R&D was carried out by the Company
No R & D was carried out by the Company in specific areas.
Expenditure in R&D : Rs. Nil Foreign Exchange earnings and outgo
(Rs. in lacs)
Foreign Exchange used and earned |
2015-16 |
2014-15 |
a. Foreign Exchange earnings |
576.62 |
321.10 |
b. CIF Value of imports |
||
Raw Material (including purchase on high seas basis) |
1198.44 |
753.56 |
Capital Goods |
â |
884.51 |
c. Expenditure in foreign currency |
18.19 |
15.06 |
29. SIGNIFICANT AND MATERIAL REGULATORY ORDERS
There are no orders issued by any regulatory authorities or courts or tribunals in favour/against the Company impacting the going concern status and Companyâs operations in future.
30. LISTING AGREEMENT
The company has entered into Listing Agreement with BSE Ltd. in compliance with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
31. ACKNOWLEDGEMENT
The Directors wish to convey thanks to the Companyâs employees, customers, vendors, bankers, various Central and State authorities for their co-operation and look forward to their continued support for the years to come.
For and on behalf of the Board of Directors
Date : 13th August, 2016 Mahendra Somani
Place : Santej Chairman
IdIN : 00360950
Mar 31, 2015
Dear Members,
The Directors submit this 31st Annual Report together with the Audited
Accounts for the year ended
31st March, 2015.
1. FINANCIAL RESULTS
The performance of the Company during the year under review is
summarized in the following statement:
Rs. in Lacs
2014-15 2013-14
Revenue from operations 28600.93 28485.84
GROSS PROFIT/(LOSS) BEFORE
INTEREST & FINANCE CHARGES,
TAX AND DEPRECIATION 928.60 1274.80
Interest & Financial Charges 797.08 574.94
Depreciation 567.15 387.79
PROFIT / (LOSS) BEFORE EXCEPTIONAL
& EXTRA ORDINARY ITEMS
& TAX I I (435.63) 312.07
Extra Ordinary Item Profit / (21.24) (5.50)
(Loss) on sale of fixed assets /
investment
PROFIT / (LOSS) BEFORE TAX (456.87) 306.57
Provision for Taxation (including 13.99 5.41
deferred tax)
PROFIT / (LOSS) FOR THE YEAR (470.86) 301.16
2. STATE OF AFFAIRS OF THE COMPANY
While the revenue from operations during the year 2014-15 was
marginally higher than the same in the previous year the Company
incurred net loss of Rs.470.86 lacs in the year 2014-15 as against net
profit of Rs.301.16 lacs earned in the year 2013-14 for the following
reasons.
a. The company is engaged in the manufacture of HDPE / PP bags and
price of its raw material i.e. plastic granules is affected by
fluctuations in prices of crude oil and dollar. During the previous
year 2014-15 particularly during October to December quarter there was
steep fall in crude oil prices and consequently domestic prices of the
company's raw material had also fallen sharply and as a result thereof
the company has incurred substantial losses during 3rd quarter of the
year 2014-15. Company's inventory holding level generally remains high
due to nature of its product and the overall stock from raw materials
to finished goods which comprises Granules, Tape, Fabric, Cut Pieces,
Bags (stitched and unstitched) and Ready bags on an average remains at
the high level and it is required to be maintained at such level to
manage production cycle. So if there is steep fall in prices then there
will be substantial loss in the value of stock held by the Company. The
Company lost about Rs.600/- lacs during 3rd quarter of the year 2014-15
merely on stock holding. Further in the falling prices scenario, the
falling prices of raw materials impacts sales price also and it so
happened that the Company was forced to sell its products at a price
lower than its cost to its regular high profile clients just to stay in
competition. So this is the reason for losses in the 3rd quarter of the
year 2014-15. In fact, the company reported net profit during the
remaining three quarters of the year 2014-15.
b. Increase in interest cost due to term loan availed by the company
and increase in provision for depreciation due to capex under its
expansion cum modernization programme have also put pressure on the
bottom-line of the Company.
The Company expects better performance during the year 2015-16
3. MATERIAL CHANGES DURING THE YEAR UNDER REVIEW
No material changes and commitments have occurred during the year and
between the end of financial year under review and the date of this
report of the Board of Directors, which affects the financial position
of the Company.
4. DIVIDEND
No divined is being recommended by the Directors for the year ending
31st March, 2015 due to losses.
5. TRANSFER TO RESERVES
The Board of Directors does not propose to transfer any amount to the
General Reserve or to any other reserve.
6. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sec. 134 (5) of the Companies Act, 2013 the Directors
confirm :
i) that in the preparation of the annual financial statements for the
year ended March 31,2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
ii) that such accounting policies as mentioned in Note 1 of the Notes
to the Financial Statements have been selected and applied consistently
and judgement and estimates have been made 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 of the Company for
the year ended on that date;
iii) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) that the annual financial statements have been prepared on a going
concern basis.
v) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to provision of Section 149 and other applicable provisions of
the Companies Act, 2013 Mr. Malay Dalal (DIN: 01896746) Mr. Balkrishna
Mittle (DIN: 00448528) and Mr. Rajkumar Poddar (DIN: 03567333), were
appointed as Independent Directors at the Annual General Meeting of the
Company held on 30th September, 2014. The terms and conditions of
appointment of Independent Directors are as per Schedule IV of the Act.
They have submitted a declaration to the Board that they meet the
criteria of independence as provided under Section 149(6) of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement.
Pursuant to provision of Section 149(1) read with Section 161 (1) of
the Companies Act, 2013 Ms. Nirali Patel (DIN: 01354974) was appointed
as a woman director of the Company at the meeting of the Board of
Directors held on 31st March, 2015. Subsequently, on resignation of Mr.
Rajkumar Poddar, Independent Director, effective from 9th May, 2015,
Ms. Nirali Patel was categorised as an Independent Director under
Section 149 (4) of the Companies Act, 2013 at the meeting of the Board
of Directors held on 31st July, 2015 subject to approval by the Company
in General Meeting. The resolution seeking approval of the members for
the appointment of Ms. Nirali Patel has been incorporated in the notice
of the forthcoming Annual General Meeting of the Company along with the
brief details about her. Ms. Nirali Patel has submitted a declaration
to the Board that she meets with the criteria of independence as
provided under Section 149(6) of the Companies Act, 2013 and under
Clause 49 of the Listing Agreement The company has received a notice
under section 160 of the Act, along with the requisite deposit
proposing the appointment of Ms. Nirali Patel.
Mr. Mahendra Somani retires by rotation and being eligible has offered
himself for re-appointment.
During the year, the non-executive director of the Company had no
pecuniary relationship or transaction with the Company.
Pursuant to provision of Section 203 (1) (iii) of the Companies Act,
2013 Mr. Krunal Shah was appointed as Chief Financial Officer of the
Company w.e.f. from 1st June, 2014.
8. MEETINGS OF THE BOARD
Seven meetings of the Board were held during the year. For details of
the meeting of the board, please refer to the corporate governance
report, which forms part of this report.
The maximum time gap between two consecutive meetings of Board did not
exceed the limit prescribed under the Companies Act, 2013.
The Agenda papers along with agenda notes were circulated well in
advance to the Members of the Board for their review and to facilitate
them to take informed decisions, if any.
The Company's last Annual General Meeting was held on 30th September,
2014.
9. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual directors based on inputs
from the directors pursuant to the provisions of the corporate
governance requirements as prescribed by Securities and Exchange Board
of India ("SEBI') under Clause 49 of the Listing Agreements.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria
such as the contribution of the individual director to the Board and
committee meetings. Also, the Chairman was also evaluated on the key
aspects of his role.
In the separate meeting of independent directors, performance of non
independent directors, performance of the board as a whole and
performance of the Chairman was evaluated. The same was discussed in
the Board meeting that followed the meeting of the independent
directors, at which the performance of the Board, its committee and
individual director was also discussed.
10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the directors'
report.
11. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal financial controls commensurate with
the nature & size of business of the Company
12. AUDIT COMMITTEE
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
13. AUDITORS
At the 30th Annual General Meeting held on 30th September, 2014, M/s.
V. K. Moondra & Co., Chartered Accountants were appointed as statutory
auditors of the Company to hold office till the conclusion of the 33rd
Annual General Meeting. In terms of the first proviso of Section 139 of
the Companies Act, 2013, the appointment of Auditor shall be placed for
ratification at every Annual General Meeting. Accordingly, the
appointment of M/s. V. K. Moondra & Co., Chartered Accountants, as
statutory auditors of the Company is placed for ratification by the
members. In this regard, the company has received a certificate from
the Auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
14. AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
The auditor's report and secretarial auditor's report does not contain
any qualifications, reservations or adverse remarks. Report of the
secretarial audit is given as an annexure which forms part of this
report.
15. RISK MANAGEMENT
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The Committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. Major risks identified are systematically
addressed through mitigating actions on a continuing basis.
16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
During the year under review, the Company has not granted any Loans,
guarantees or provided securities in excess of the limits prescribed
under Section 186(2) of the Companies Act, 2013 and has not made any
investment through more than two layers of investment Companies.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2
is annexed hereto in Annexure - I and forms part of this report.
18. CORPORATE SOCIAL RESPONSIBILITY
The CSR Policy is not applicable to our company.
19. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
There were no companies which have become or ceased to be subsidiary,
joint ventures or associate companies
20. EXTRACT OF ANNUAL RETURN
An extract of Annual Return of the Company as on 31st March, 2015 as
required under Section 92(3) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014 in
Form MGT-9 is annexed hereto in Annexure - II and forms part of this
report.
21. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below.
a. The ratio of remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Name of the Director Ratio to the median
remuneration
Mr. Mahendra Somani - Whole time Director 7.14
Mr. Manoj Somani - Managing Director 11.60
Mr. Manish Somani - Executive Director 9.99
b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year:
Name of the Director Ratio to the median
remuneration
Mr. Mahendra Somani - Whole time Director 0.00
Mr. Manoj Somani - Managing Director 0.00
Mr. Manish Somani - Executive Director 0.00
Mr. Krunal Shah - CFO 16.12%
Ms. Anal Desai - Company Secretary 10.71%
c. The percentage increase in the median remuneration of employees in
the financial year : 10.96%
d. The number of permanent employees on the roll of Company : 203
e. The explanation on the relationship between average increase in
remuneration and Company performance :
On an average the employee received annual increase of 11%. The
employees were given increase in remuneration despite losses of
Rs.456.87 lacs before tax during the year 2014-15 as losses were mainly
due to external reasons as stated in the State of Affairs of the
company.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company.
Particulars Rs. In lacs
Aggregate remuneration of key 53.80
managerial personnel in the year 2014-15
Gross Income 28568.74
Remuneration of key managerial personnel 0.18%
as % of Gross Income
Profit / (Loss) before tax (456.87)
Remuneration of key managerial -ve
personnel as % of Profit before Tax
g. Variations in the market capitalisation of the Company, price
earning ratio at the closing date of the current financial year and
previous financial year :
Particulars 31/03/2014 31/03/2015 % change
Market Capitalisation 12.01 12.55 ( ) 4.51%
(Rs. In Crores)
Market Price 13.54 14.15 ( ) 4.51%
Earnings per Share 3.40 (-) 5.31 (-) 156.17
Price Earnings ratio 3.98 N.A. N.A.
h. 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.
Particulars 31/03/2015 31/10/1994 31/10/1994
IPO IPO(Adjusted
Price)
Market Price (BSE) Rs.14.15 Rs.35.00 Rs.175.00
Particulars % change
Market Price (BSE) (-) 91.91%
i. 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
Average percentile increase already made in the salaries of employees
other than the managerial personnel in the last financial year was
11.33% as against nil percentile increase in the managerial
remuneration
j. Comparison of remuneration of each of the key managerial personnel
against the performance of the Company.
(Rs. in lacs)
Mr. Krunal Ms. Anal
Shah CFO Desai CS
Remuneration in FY 2014-15 3.72 1.79
Revenue 28600.93
Remuneration (as % of Revenue) 0.013% 0.006%
Profit before Tax (456.87)
Remuneration (as % of PBT) N.A. N.A.
k. The key parameters for any variable component of remuneration
availed by the director.
Not applicable
l. 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.
Not applicable
m. Affirmation that the remuneration is as per the remuneration policy
of the Company.
The Company affirms that the remuneration is as per remuneration policy
of the Company
22. DISCLOSURE REQUIREMENT
As per Clause 49 of the listing agreement entered into with the stock
exchanges, corporate governance report with auditors' certificate
thereon and management discussion analysis are attached, which form
part of this report.
Details of the familiarization programmed of the independent directors
are available on the website of the company (www.gopalapolyplast.com).
Policy of dealing with related party transactions is available on the
website of the Company (www.gopalapolyplast.com).
The Company as formulated a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report
genuine concerns. The provisions of this policy are in line with the
provisions of Section 177(9) of the Act and revised clause 49 of the
Listing Agreements with stock exchanges. The Whistle Blower Policy is
available on the website of the company (www.gopalapolyplast.com).
There has been no complaint received on Sexual Harassment during the
year under review.
23. DEPOSITS
The Company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013 and as such, no amount on account of principal
or interest on such deposits was outstanding as on the date of the
balance sheet.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of Energy
Under modernisation and expansion programme undertake during last two
years, the Company has overhauled its major old machinery by installing
new machinery which is consuming less power.
Technology absorption, adaption and innovation
The company continues to use the latest technologies for improving the
productivity and quality of its products. The Company's operations do
not require import of technology.
Research and Development : Specific areas in which R&D was carried out
by the Company
No R & D was carried out by the Company in specific areas.
Expenditure in R&D : Rs. Nil
Foreign Exchange earnings and outgo
(Rs. in lacs)
Foreign Exchange used and earned 2014-15 2013-14
a. Foreign Exchange earnings 321.10 200.03
b. CIF Value of imports
Raw Material (including 753.56 ----
purchase on high seas basis)
Capital Goods 884.51
c. Expenditure in foreign currency 15.06 12.29
25. SIGNIFICANT AND MATERIAL REGULATORY ORDERS
There are no orders issued by any regulatory authorities or courts or
tribunals in favour/against the Company impacting the going concern
status and Company's operations in future.
26. ACKNOWLEDGEMENT
The Directors wish to convey thanks to the Company's employees,
customers, vendors, bankers, various Central and State authorities for
their co-operation and look forward to their continued support for the
years to come.
For and on behalf of the Board of Directors
Date : 31st July, 2015 Mahendra Somani
Place : Santej Chairman
DIN :00360950
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting before you, the 30th Annual
report and the Audited Accounts for the financial year ended 31st
March, 2014.
FINANCIAL RESULTS
The Financial results of the Company are summarized below:
Rs. in Lacs
2013-14 2012-13
GROSS PROFIT (LOSS)(PBDIT) 1274.80 1002.43
Less:
Interest & Financial Charges 574.94 472.61
Depreciation 387.79 304.55
PROFIT / (LOSS) BEFORE TAX & 312.07 225.27
EXTRA ORDINARY ITEM
(Add) / Less :
Extra Ordinary Item (Profit) / Loss 5.49 27.94
PROFIT / (LOSS) BEFORE TAX 306.58 197.33
Less:
Provision for Income Tax 8.67 Â
Provision for Deffered Tax (3.25) 17.80
PROFIT / (LOSS) AFTER TAX 301.16 179.53
Add: Balance brought forward 179.51 (1250.52)
APPROPRIATIONS Â Â
Transfer from Capital Restructure Account  1250.50
Balance carried forward to next year 480.67 179.51
EQUITY DIVIDEND
With a view to conserving resources for future expansion cum
modernization facilities, your directors do not recommend dividend on
Equity Shares for the year 2013-14
EXPANSION & MODERNISATION
Encouraged by the current demand for the Company''s product and keeping
in mind the benefits available under the TUF Schemes of both Central
Government and the State Government the Company has identified the
areas for further expansion and modernization of its existing
production facilities. The company has also decided to diversify into
value added products, which will help in increasing its competitive
strength in the market.
At present, the company''s woven sacks division (HDPE Division) is
supplying mainly to Cement Industry. During last four years, the
company has developed its capabilities for Sugar Industry and Food
grain Industry. In fact, it is one of the few companies that has
successfully completed all government orders for food grain supply.
After being well established in these industries, the company plans on
diversifing into value added products. The two new product lines it
plans to add are BOPP bags and AD star bags.
BOPPBAGS
BOPP bags are widely used today in retail packaging of 10-25 kg packs
of rice, chakki atta, maida, besan, sugar, seed, fertilisers, cement
putty and other premium products. Retail is exploding and the BOPP bag
market is rapidly growing because of the importance of branding and
need of asthetically appealing packaging. The company would like to
exploit this opportunity in this time of growth.
AD STAR
AD star bags is the standard packing used for cement throughout the
world, and this trend is slowly seeping into India. Currently, these
bags were being imported. Being a leader in the cement industry, it is
imperitive for the company to enter this market in its initial stage.
These machines will be imported from Austria. Two of our major clients,
Holcim and Ultratech have already started using these bags in large
quantities.
AUTOMATION
We have added Valvomatic machines, which will cut down labour costs to
almost half and increase the quality of our finished products. This
Valvomatic bag making machines acquired by the company from Lohia Corp
Ltd., where the first of its kind in the world. It removes all manual
process for making bag from fabric. Historically, bag making is a very
labour intensive process and the Company has faced a lot of labour
issues. We are aiming to eradicate this.
Moreover, without increasing too much capacity in this expansion
project, the company is moving to higher levels of automation. Through
its diversification and modernization programme, the company is trying
to enter a niche market with premium, higher margin products along with
its existing product line.
The company has spent Rs. 1649.22 lakhs on addition to factory shed,
plant and machinery ( under expansion and modernization) and electric
installation during the year under review.
CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING 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 is annexed hereto and
forms part of this report.
The total earning in foreign exchange from Direct Exports is Rs. 200.03
lacs. (Previous year - Rs. 236.54 lacs)
The total foreign exchange out flow during the year is Rs.12.29 Lacs
(Previous year - Rs. 12.00 Lacs).
PERSONNEL
The employee relation situation in your Company was satisfactory. Your
Directors place on record their appreciation for the hard work and
dedication of the employees in enhancing the productivity and
effectiveness of the Organisation.
There is no employee who is in receipt of remuneration exceeding the
limits specified under sub-section 2A of Section 217 of the Companies
Act, 1956.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with Certificate of Compliance
from the Auditors.
AUDITORS
M/s. V. K. Moondra & Co., Statutory Auditors of the Company, retire at
the forthcoming Annual General Meeting and are eligible for
reappointment.
COST AUDITORS
Pursuant to Direction of the Ministry of Corporate Affairs, the company
appointed M/s. A. G. Tulsian & Co., Cost Accountant (Firm No.19812) for
submitting Audit Report on cost accounts maintained by the Company for
the year ending on 31/03/2014. The Cost accountant submitted their
Audit Report on 30/05/2014.The due date for filling Cost Audit Report
with MCA is 27/09/2014.
Your directors have now appointed M/s. A. G. Tulsian & Co., Cost
Accountant to carry out audit of cost accounts maintained by the
Company for the year 2014-15. The due date for filing Cost Audit Report
with MCA is 27/09/2015.
ACKNOWLEDGMENT
Your directors express their sincere thanks to all customers, vendors,
investors, bankers, insurance companies, consultants, advisors, stock
exchange and government authorities for their continued support and
co-operation throughout the year.
For and on behalf of the Board of Directors
Santej Mahendra Somani
30th July, 2014 Chairman
DIN :00360950
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting before you, the 29th Annual
report and the Audited Accounts for the financial year ended 31st
March, 2013.
FINANCIAL RESULTS
The Financial results of the Company are summarized below:
Rs. in Lacs
2012-13 2011-12
GROSS PROFIT (LOSS)(PBDIT) 1002.43 649.43
Less:
Interest & Financial Charges 472.61 247.94
Depreciation 304.55 257.91
PROFIT / (LOSS) BEFORE TAX & EXTRA
ORDINARY ITEM 225.27 71.04
Add:
Extra Ordinary Item (Profit) / Loss 27.94 (8.67)
PROFIT / (LOSS) BEFORE TAX 197.33 79.71
Less:
Provision for Deffered Tax 17.80 (78.99)
PROFIT / (LOSS) AFTER TAX 179.53 158.70
Add: Balance brought forward (1250.52) (1409.22)
APPROPRIATIONS __ __
Transfer from Capital Restructure Account 1250.50 __
Balance carried forward to next year 179.51 (1250.52)
EQUITY /PREFERENCE DIVIDEND
With a view to conserving resources for future expansion cum
modernization facilities, your directors do not recommend dividend on
Equity Shares for the year 2012-13
EXPANSION & MODERNISATION
The company is regularly upgrading its plant and machinery and has
spent Rs. 715.30 lakhs on addition to factory shed and plant and
machinery during the year under review.
CAPITAL RESTRUCTURING
For ensuring that the financial statements of the Company reflect the
real picture and the Capital, reserves and surplus which are lost are
not continued to be shown on the face of balance sheet the Company
carried out reduction of capital of the Company. Further, conversion of
the preference share capital into Equity Share Capital was carried out
for creating a stable capital structure for future. The Hon''ble High
Court of Gujarat at Ahmedabad vide its Order dated 7th day of May, 2013
sanctioned the Scheme of Arrangement involving Financial Restructuring
of the Company and its Shareholders under Sections 391 to 394read with
80, 100 to 104, 106 of the Companies Act, 1956. Pursuant to the said
Composite Scheme of Arrangement, the Company has 1. Reduced its Equity
Share Capital from Rs. 10,91,55,000/- divided into 2,18,31,000 Equity
Shares of Rs.5/- each to Rs. 4,36,63,920/- divided into 43,66,392
Equity Shares of Rs.10/- each. 2. Face value of Equity Shares has been
consolidated from Rs. 5/- per share to Rs.10/- per share. 3. 4,50,000
1% Cumulative Redeemable Preference shares of Rs. 100/- each has been
converted into 45,00,000 Equity shares of Rs.10/- each. The effects of
order are given in the annual accounts for the year ended 31/03/2013 in
compliance with Accounting Standard AS4.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchange, a Management Discussion and Analysis Report is appended.
DIRECTORS
Mr. Manoj Somani and Mr. Balkrishna Mittle, retire by rotation at the
forthcoming Annual General Meeting, and being eligible offer themselves
for re-appointment.
DIRECTORS RESPONSIBILITYSTATEMENTPURSUANTTOSECTION217(2AA)OFTHE
COMPANIESACT, 1956.
The Directors hereby confirm, that they have :
i. followed in the preparation of the annual accounts, the applicable
accounting standards along with proper explanation relating to material
departures;
ii. 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 of the Company for that
period;
iii. 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;
iv. prepared the annual accounts on a going concern basis
DEPOSITS
The Company ha§ not accepted any deposits to which the provisions of
Section 58A of the Companies Act, 1956 are applicable.
DELISTING OF EQUITY SHARES
The Company has applied to the Calcutta Stock Exchanges for voluntary
delisting and its outcome is still awaited. The equity shares of the
Company are continued to be listed on the Bombay Stock Exchange Limited
(BSE).
CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING 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 is annexed hereto and
forms part of this report.
The total earning in foreign exchange from Direct Exports is Rs. 236.54
lacs. (Previous year - Rs. 237.22 lacs)
The total foreign exchange out flow during the year is Rs. 12.00 Lacs
(Previous year - Rs. 18.37 Lacs).
PERSONNEL
The employee relation situation in your Company was satisfactory. Your
Directors place on record their appreciation for the hard work and
dedication of the employees in enhancing the productivity and
effectiveness of the Organisation.
There is no employee who is in receipt of remuneration exceeding the
limits specified under sub-section 2A of Section 217 of the Companies
Act, 1956.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with Certificate of Compliance
from the Auditors.
COST AUDITORS
Pursuant to Direction of the Ministry of Corporate Affairs, the company
appointed M/s. A. G. Tulsian & Co., Cost Accountants (Firm No.19812)
for submitting Compliance Report on cost accounts maintained by the
Company for processing of plastic for the year ending on 31/03/2012.
The Cost accounts submitted their Compliance Report on 22/09/2012 as
against due date of 28/01/2013. Your directors have now appointed M/s.
A. G. Tulsian & Co., Cost Accountants to carry out audit of cost
accounts maintained by the Company for processing of plastic for the
year ending on 31/03/2013. The due date for filing Cost Audit Report is
27/09/2013.
AUDITORS
M/s. V. K. Moondra & Co., Statutory Auditors of the Company, retire at
the forthcoming Annual General Meeting and are eligible for
reappointment.
ACKNOWLEDGMENT
The directors express their sincere thanks to all customers, vendors,
investors, bankers, insurance companies, consultants, advisors, stock
exchange and government authorities for their continued support and
co-operation throughout the year.
For and on behalf of the Board of Directors
Santej Mahendra Somani
29th July, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting before you, the 28th Annual
report and the Audited Accounts for the financial year ended 31st
March, 2012.
FINANCIAL RESULTS
The Financial results of the Company are summarized below:
Rs. in Lacs
2011-12 2010-11
GROSS PROFIT (LOSS)(PBDIT) 658.10 223.85
Less:
Interest & Financial Charges 330.45 227.46
Depreciation 247.94 257.91
PROFIT / (LOSS) BEFORE TAX & EXTRA ORDINARY ITEM 79.71 (261.52)
Add:
Extra Ordinary Item - 309.89
PROFIT / (LOSS) BEFORE TAX 79.71 48.37
Less:
Provision for Deferred Tax (78.99) 23.02
PROFIT /(LOSS) AFTER TAX 158.70 25.35
Add: Balance brought forward (1,409.22) (1,434.57)
Profit/(Loss) available for Appropriation - -
APPROPRIATIONS - -
Balance carried forward to next year (1,250.52) (1,409.22)
EQUITY/PREFERENCE DIVIDEND
Due to inadequate distributable profits, your directors do not
recommend dividend on Equity Shares and Preference Shares for the year
2011-12.
EXPANSION & MODERNISATION
The company is regularly upgrading its plant and machinery and has
spent Rs. 70.62 lakhs on plant and machinery during the year under
review.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchange, a Management Discussion and Analysis Report is appended.
DIRECTORS
Mr. Mahendra Somani and Mr. Manish Somani, retire by rotation at the
forthcoming Annual General Meeting, and being eligible offer themselves
for re-appointment.
Mr. Rajkumar Poddar, who was earlier appointed as Additional Director
01/10/2011, is proposed to be appointed as Director of the Company at
the next Annual General Meeting. '
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956.
The Directors hereby confirm, that they have :
i. followed in the preparation of the annual accounts, the applicable
accounting standards along with proper explanation relating to material
departures:
ii. 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 of the Company for that
period;
iii. 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; *'
iv. prepared the annual accounts on a going concern basis.
DEPOSITS
The Company has not accepted any deposits to which the provisions of
Section 58Aof the Companies Act, 1956 are applicable.
DELISTING OF EQUITY SHARES
The Company has applied to the Calcutta Stock Exchanges for voluntary
delisting and its outcome is still awaited. The equity shares of the
Company are continued to be listed on the Bombay Stock Exchange Limited
(BSE).
CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING 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 Boatd of Directors) Rules, 1988 is annexed hereto and
forms part of this report. The total earning in foreign exchange from
Direct Exports is Rs. 237.22 lacs. (Previous year - Rs. 152.82 lacs)
The total foreign exchange out flow during the year is Rs18.36 Lacs
(Previous year - Rs. 15.07 Lacs).
PERSONNEL
The employee relation situation in your Company was satisfactory. Your
Directors place on record their appreciation for the hard work and
dedication of the employees in enhancing the productivity and
effectiveness of the Organisation.
There is no employee who is in receipt of remuneration exceeding the
limits specified under sub-section 2A of Section 217 of the Companies
Act, 1956.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with Certificate of Compliance
from the Auditors.
AUDITORS
M/s. V. K. Moondra&Co., Statutory Auditors of the Company, retire at
the forthcoming Annual General Meeting and are eligible for
reappointment.
ACKNOWLEDGMENT
The Board of Directors places on record its warm appreciation for the
devoted services of the staff at all levels of the Company who have
contributed all these years to the growth of the Company. The Board of
Directors gratefully acknowledge support extended by various Government
Authorities, customers, investors, Banks and Financial Institutions to
the Company from time to time.
For and on behalf of the Board of Directors
Santej Mahendra Somani
31st July, 2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting before you, the 26th Annual
report and the Audited Accounts for the financial year ended 31st
March, 2010.
FINANCIAL RESULTS
The Financial results of the Company are summarized below:
Rs. in Lacs
2009-10 2008-09
GROSS PROFIT (LOSS)(PBDIT) (113.90) (219.86)
Less:
Interest & Financial Charges 189.47 406.30
Depreciation 272.04 261.09
PROFIT / (LOSS) BEFORE TAX (575.41) (887.25)
Less:
Provision for Fringe Benefit Tax - 4.09
Provision for Deferred Tax (111.74) (217.74)
Provision for Income-Tax
of earlier year 1.11 0.48
PROFIT / (LOSS) AFTER TAX (464.78) (674.08)
Add: Balance brought forward (969.79) (295.71)
Profit / (Loss) available
for Appropriation (1434.57) (969.79)
APPROPRIATIONS - -
Balance carried forward to next year (1434.57) (969.79)
REPORTING TO BIFR
The accumulated losses of the company at the end of the financial year
31st March, 2010 have resulted in erosion of more than fifty percent of
its peak net worth during the immediately preceding four financial
years. While the company is taking necessary steps to protect further
erosion, the Company will report to the Board for Industrial and
Financial Reconstruction about such erosion of net worth as envisaged
under Section 23 of the Sick Industrial Companies (Special Provisions)
Act, 1985 forthwith upon adoption of audited accounts of the Company
for the financial year ended 31st March, 2010. Shareholders are also
requested to take note of this erosion and consider the same at the
Extraordinary General Meeting of the members being convened for the
purpose.
EQUITY / PREFERENCE DIVIDEND
Due to losses, your directors do not recommend dividend on Equity
Shares and Preference Shares for the year 2009-10
EXPANSION & MODERNISATION
The company is regularly upgrading its plant and machinery and has
spent Rs. 136.90 lakhs on plant and machinery during the year under
review.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchange, a Management Discussion and Analysis Report is appended.
DIRECTORS
Mr. Mahendra Somani and Mr. Manish Somai, retire by rotation at the
forthcoming Annual General Meeting, and being eligible offer themselves
for re-appointment.
Subsequent to last Annual General Meeting Mr. Ram Prakash Khatod and
Mr. Kashyap Mehta resigned from the Board of Directors. Your directors
place on record their sincere appreciation for the guidance and
valuable services rendered by them during their tenure as Directors of
the Company.
Mr. Balkrishan Mittle, who was earlier appointed as Additional Director
10/07/2010 is proposed to be appointed as Director of the Company at
the ensuing 26th Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE
COMPANIES ACT.1956.
The Directors hereby confirm, that they have :
i. followed in the preparation of the annual accounts, the applicable
accounting standards along with proper explanation relating to material
departures;
ii. 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 of the Company for that
period;
iii. 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;
iv. prepared the annual accounts on a going concern basis
DEPOSITS
The Company has not accepted any deposits to which the provisions of
Section 58A of the Companies Act, 1956 are applicable.
DELISTING OF EQUITY SHARES
The Company has applied to the Calcutta Stock Exchanges for voluntary
delisting and its outcome is still awaited. The equity shares of the
Company are continued to be listed on the Bombay Stock Exchange Limited
(BSE).
CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING 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 is annexed hereto and
forms part of this report. The total earning in foreign exchange from
Direct Exports is Rs. 110.77 lacs. (Previous year- Rs. 112.73 lacs) The
total foreign exchange out flow during the year on account of import of
Machinery, Spares and other expenses is Rs.16.64 Lacs (Previous year-
Rs. 11.57 Lacs).
PERSONNEL
The employee relation situation in your Company was satisfactory. Your
Directors place on record their appreciation for the hard work and
dedication of the employees in enhancing the productivity and
effectiveness of the Organisation. There is no employee who is in
receipt of remuneration exceeding the limits specified under
sub-section 2A of Section 217 of the Companies Act, 1956.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with Certificate of Compliance
from the Auditors.
AUDITORS
M/S V. K. Moondra & Co., Statutory Auditors of the Company, retire at
the forthcoming Annual General Meeting and are eligible for
reappointment.
ACKNOWLEDGMENT
The Board of Directors places on record its warm appreciation for the
devoted services of the staff at all levels of the Company who have
contributed all these years to the growth of the Company. The Board of
Directors gratefully acknowledge support extended by various Government
Authorities, customers, investors, Banks and Financial Institutions to
the Company from time to time.
For and on behalf of the Board of Directors
Santej Mahendra Somani
30th July, 2010 Chairman
Mar 31, 2009
The Directors have pleasure in presenting before you, the 25th Annual
report and the Audited Accounts for the financial year ended 31 st
March, 2009.
FINANCIAL RESULTS
The Financial results of the Company are summarized below:
Rs. in Lacs
2008-09 2007-08
GROSS PROFIT (LOSS)(PBDIT) (219.86) 283.77
Less:
Interest & Financial Charges 406.30 388.17
Depreciation 261.09 309.67
PROFIT/(LOSS) BEFORE TAX (887.25) (414.07)
Less:
Provision for Fringe Benefit Tax 4.09 5.80
Provision for Deferred Tax (217.74) (2.21)
Provision for Income-Tax of earlier year 0.48 -
PROFIT / (LOSS) AFTER TAX (674.08) (417.66)
Add: Balance brought forward (295.71) 121.95
Profit/(Loss) available for Appropriation (969.79) (295.71)
APPROPRIATIONS - -
Balance carried forward to next year (969,79) (295.71)
EQUITY/PREFERENCE DIVIDEND
Due to losses, your directors do not recommend dividend on Equity
Shares and Preference Shares for the year 2008-09
EXPANSION & MODERNISATION
In order to have a better control over operation and controlling
transportation & other cost the company has shifted its finishing unit
of woven sacks division from Silvassa to Santej. For this purpose a new
building has been constructed at its Santej unit. Apart from this the
Company has not undertaken any major expansion during the year under
review.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchange, a Management Discussion and Analysis Report is appended.
DIRECTORS
Mr. Mr. Malay Dalai and Mr. Kashyap Mehta, retire by rotation at the
forthcoming Annual General Meeting, and being eligible offer themselves
for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANTTOSECTION217(2AA)OFTHE
COMPANIES ACT, 1956.
The Directors hereby confirm, that they have :
i. followed in the preparation of the annual accounts, the applicable
accounting standards along with proper explanation relating to material
departures;
ii. 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 of the Company for that
period;
iii. 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;
iv. prepared the annual accounts on a going concern basis.
DEPOSITS
The Company has not accepted any deposits to which the provisions of
Section 58A of the Companies Act. 1956 are applicable.
DELISTING OF EQUITY SHARES
The Company has applied to the Calcutta Stock Exchanges for voluntary
delisting and its outcome is still awaited. The equity shares of the
Company are continued to be listed on the Bombay Stock Exchange Limited
(BSE).
CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING 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 is annexed hereto and
forms part of this report. The total earning in foreign exchange from
Direct Exports is Rs. 112.73 lacs. (Previous year- Rs. 168.09 lacs)
The total foreign exchange out flow during the year on account of
import of Machinery, Spares and other expenses is Rs. 11.57 Lacs
(Previous year - Rs. 83.26 Lacs).
PERSONNEL
The employee relation situation in your Company was satisfactory. Your
Directors place on record their appreciation for the hard work and
dedication of the employees in enhancing the productivity and
effectiveness of the Organisation. There is no employee who is in
receipt of remuneration exceeding the limits specified under
sub-section 2A of Section 217 of the Companies Act. 1956.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with Certificate of Compliance
from the Auditors.
AUDITORS
M/S V. K. Moondra & Co., Statutory Auditors of the Company, retire at
the forthcoming Annual General Meeting and are eligible for
reappointment.
ACKNOWLEDGMENT
The Board of Directors places on record its warm appreciation for the
devoted services of the staff at all levels of the Company who have
contributed all these years to the growth of the Company. The Board of
Directors gratefully acknowledge support extended by various Government
Authorities, customers, investors, Banks and Financial Institutions to
the Company from time to time.
For and on behalf of the Board of Directors
Santej Mahendra Somani
26th August, 2009 Chairman