| The Directors have pleasure in presenting to you this 23rdAnnual
Report of your Company together with the Audited Accounts for the
Financial Year ended on 31st March, 2015.
FINANCIAL RESULTS:
Your Company's financial performance during the year has been
encouraging and summarized below:
(Rs. In Lacs)
Particulars Year Ended Year Ended
31st March, 2015 31st March, 2014
Gross Income from Operations 50,735.07 44,788.69
Less: Excise Duty 2,078.48 1,863.15
Net Income from Operations 48,656.59 42,925.54
Profit before Depreciation,
Finance cost and Taxation 5,740.51 5,010.19
Less: Depreciation
and Amortization 894.43 1,114.37
Profit before Finance
cost and Taxation 4,846.08 3,895.83
Less: Finance Cost 3,423.77 2,609.04
Profit before Taxation 1,422.31 1,286.79
Tax Expense
- Current Tax 304.80 290.00
- Deferred Tax 445.62 76.20
- Earlier Years - -
Profit after Taxation 671.89 920.59
REVIEW OF OPERATIONS/STATE OF COMPANY'S AFFAIRS:
During the year under review, the Company's Net Income from operations
stood at Rs.48,656.59 Lacs as compared to Rs. 42,925.54 Lacs in the
previous year, thereby registering a growth of about 13%. Earnings
before interest, depreciation, tax & amortization for the year under
review stood at Rs.5,740.51 Lacs against Rs.5,010.19 Lacs in the
previous year, thereby registering a growth of about 15%. Profit before
Tax registered a growth of about 11% and increased from Rs.1,286.79
Lacs to Rs.1,422.31 Lacs.
The Pharma Foils & Food Packaging (FMCG) operations are working on
optimum level. The Company commenced commercial operations of
Semi-Rigid Containers (SRC) in November 2014, the same is expected to
be streamlined and stabilized by the next financial year.
DIVIDEND:
Keeping in mind the Long Term capital requirement for future growth of
the Company and to conserve higher resources for operations of the
Company, your Directors have not recommended any dividend for the
Financial Year ended 31st March, 2015.
TRANSFER TO RESERVES:
The Board has decided to retain Rs. 6,71,88,885/- in Profit and loss
accounts and further, Company has proposed not to transfer any amount
to General Reserves.
NO MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:-
No Loans, Guarantees and Investments covered under section 186 of the
Companies Act, 2013 are outstanding as at 31st March 2015.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits
from public and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of the Balance
Sheet.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, your Company has formulated a Policy on Related
Party Transactions which is also available on Company's website at
http://www.gujaratfoils.com/investors. The Policy intends to ensure
that proper reporting; approval and disclosure processes are in place
for all transactions between the Company and Related Parties.
No Related Party Transactions were entered during the year under review
by your Company. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) (h) of the Companies Act,
2013 in Form AOC 2 is not applicable.
SUBSIDIARY COMPANY:
The Company does not have any subsidiary company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(a.) In the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed and
there are no material departures;
(b.) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year as on 31st March, 2015 and
of the profit of the Company for that period;
(c.) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d.) They have prepared the annual accounts on a going concern basis;
(e.) They have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
(f.) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
INTERNAL FINANCIAL CONTROLS:
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the Internal, Statutory, Cost and Secretarial Auditors and the reviews
performed by management and the relevant Board committees, including
the Audit Committee, the Board is of the opinion that the Company's
Internal Financial controls were adequate and effective during the
financial year 2014-15.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Abhay Lodha (DIN: 00052194), Chairman & Managing Director of the
Company has resigned from the post of Managing Director w.e.f. 1st
August, 2014 and act as a Non-Executive Chairman on the Board. He is
also liable to retire by rotation at the ensuing Annual General Meeting
and being eligible has offered himself for re-appointment.
Mr. Surendra Kumar Tuteja (DIN: 00594076) has retired in last 21st
Annual General Meeting held on 29th September, 2014.The Members have
approved his retirement.
Mr. Kanchan Murarka, Director (DIN:00058823), has resigned from the
directorship of the Company due to his pre-occupation w.e.f. 24th
November 2014. The Board placed on record his invaluable contribution
to the deliberations, advice and guidance given by him during his
tenure as Director.
Pursuant to the provisions of Section 149 of the Act, Mr. Satish
Chandra Gupta (DIN: 00025780), and Mr. Rahul Chhajed (DIN: 01400028)
were appointed as Independent Directors at the Annual General Meeting
of the Company held on 29th September, 2014.
The terms and conditions of appointment of independent directors are as
per Schedule IV of the Act. They have submitted a declaration that each
of them meets the criteria of independence as provided in Section
149(6) of the Act and there has been no change in the circumstances
which may affect their status as independent director during the year.
Ms. Ankita Singh (DIN: 07038161) has been appointed as Woman Director
w.e.f. 4th February, 2015 and Mr. Jagannath Pandharinath Dange (DIN:
01569430) was appointed as Additional Director w.e.f. 5th March, 2015,
both will hold office up to the date of ensuing Annual General Meeting.
Being eligible, they offered themselves to be appointed as the
Independent Director of your Company. The Company has received a notice
under Section 160 of the Act along with the requisite deposit proposing
the appointment of Ms. Singh and Mr. Dange.
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company.
Brief resume of the Directors proposed to be appointed / re-appointed
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchange are given in the notice convening this Annual General Meeting.
The above appointments/re-appointments form part of the notice
convening the Annual General Meeting and the resolutions are
recommended for your approval.
Pursuant to the provisions of Section 203 of the Act, the appointments,
of Mr. Prasenjit Datta, Whole Time Director, Mr. Jagjit Padgaonkar,
Chief Financial Officer and Mr. Dipesh U. Gosar, Company Secretary as
key managerial personnel of the Company, were formalized.
NUMBER OF MEETINGS OF THE BOARD:
Four meetings of the Board were held during the year. For details of
the meetings of the Board, please refer to the Corporate Governance
Report, which forms part of this report.
BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed under Clause 49 of the Listing Agreements.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's policy on Directors' appointment including criteria for
determining qualifications, positive attributes and independence of a
director as well as policy relating to remuneration of Key Managerial
Personnel and other employees and other matters provided in Section
178(3) of the Act, is appended as an Annexure A to this Report.
AUDIT COMMITTEE AND VIGILANCE MECHANISM:
The Audit Committee comprises of Mr. Satish Chandra Gupta, Mr. Rahul B.
Chhajed and Mr. Viresh Mathur. The other details pertaining to Audit
Committee are included in the Corporate Governance Report, which forms
part of this report. There has been no instance of non-acceptance of
recommendation of audit committee by the Board.
The Board of directors has established vigil mechanism in the form of
Whistle Blower Policy to enable Directors, Employees to make written
Protected Disclosures (as defined in the policy) to the Vigilance
Officer of the Company or to the Chairman of the Audit Committee in
exceptional cases for investigation. The policy provides for adequate
protection for whistle blowers and victimization of complainants and
also provides for initiation of disciplinary or corrective action. This
functioning of vigil mechanism is periodically reviewed by the audit
committee. Your Company has posted the Vigil Mechanism/ Whistle Blower
Policy on its website http://www.gujaratfoils.com/investors.html
AUDITORS:
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder M/s H.R. Agarwal & Associates, Chartered Accountants,
were appointed as statutory auditors of the Company (having Firm
Registration No. 323029E) from the conclusion of the 22ndAnnual General
Meeting of the Company held on 29thSeptember, 2014 till the conclusion
of the 27thAnnual General Meeting to be held in the year 2019, subject
to ratification of their appointment at ensuing AGM.
COST AUDITOR
Pursuant to Section 148(3) of the Act, the Board of Directors, on the
recommendation of the Audit Committee, had appointed M/s S. K. Agarwal
& Associates, Cost Accountants, as the Cost Auditors of the Company for
the Financial Year 2014-2015 for conducting the audit of cost records.
The Board of Directors has re-appointed M/s. S. K. Agarwal & Associates
as Cost Auditors for the Financial Year 2015-16 to conduct the audit of
cost record and they have confirmed that their appointment, is within
the limits of section 141(3)(g) of the Companies Act, 2013 and have
also certified that they are free from any disqualifications specified
under Section 148(5) read with Section 139 and Section 141(3) of the
Companies Act, 2013. Their remuneration approved by the Board, is
recommended for ratification by the members at the ensuing AGM
SECRETARIAL AUDITORS
During the year, Secretarial Audit was carried out by M/s. Umesh Ved &
Associates, Company Secretaries, and Secretarial Auditor of the Company
for the financial year 2014-15. The detailed reports on the Secretarial
Audit are appended as an Annexure B to this Report.
AUDITORS' OBSERVATIONS:
The Statutory Auditors' Report does not contain any qualifications,
reservations or adverse remarks.
Secretarial Audit Report as required under the provisions of Section
204 under the Companies Act, 2013 is annexed herewith and the report of
the Auditor is self-explanatory.
As regards to the observations of Secretarial Auditor with regard to
the late filing of couple of forms the directors hereby confirm that
the default made was only of a technical nature and the default has
been made good by filing the respective forms with additional filing
fees. The same occurred since there was a change in the office of
Company Secretary.
RISK MANAGEMENT
The Company has the risk assessment and mitigation procedures in place
and the same have been laid before the Board members from time to time.
CORPORATE SOCIAL RESPONSIBILITY
The Company has framed a Corporate Social Responsibility (CSR) Policy
in compliance with section 135 of the Companies Act, 2013 and the said
policy may be accessed on the website of the Company
http://www.gujaratfoils.com/investors.html. The annual report on the
Corporate Social Responsibility (CSR) Policy of the Company as per
format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014,is appended as an Annexure C to this Report.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure D in the prescribed Form MGT-9, which forms
part of this report.
PARTICULARS OF EMPLOYEES:
The employer employee relations remained cordial throughout the year.
The Board places on record its sincere appreciation for the valuable
contribution made by employees across all levels of the organization.
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of Companies Act, 2013 and Rule 5 (1)
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 has been appended as Annexure E to this Report.
During the year under consideration, there were no employees, whose
particulars are required to be disclosed under provisions of Section
197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Management Discussion and Analysis:
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement, a detailed report on
Corporate Governance duly certified regarding compliances of
its conditions by the Statutory Auditors M/s H.R. Agarwal & Associates,
Chartered Accountants, is presented in a separate section forming part
of the Annual Report.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars required to be disclosed under section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is
appended as Annexure F to this Report.
Acknowledgement
Your Directors wish to place on record their deep sense of appreciation
for Investors, Shareholders and Employees of the Company for their
continued support towards conduct and operations of the Company.
Your Directors also wish to express their sincere gratitude to the
Union Government and the Government of various States, as also to all
the Government agencies, Banks, Financial Institutions, Customers,
Vendors and other related organizations, who, through their continued
support and cooperation, have contributed towards the Company's growth
and progress during the year under review.
For and on behalf of the Board
Of Gujarat Foils Ltd.
Place: Mumbai Abhay Lodha
Date: 11thAugust 2015 Chairman
DIN 00052194 |