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Gufic Biosciences Ltd.

BSE: 509079 | NSE: GUFICBIO |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE742B01025 | SECTOR: Pharmaceuticals

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

The Members,

The Directors have pleasure in presenting the 34th Annual Report of the Company and the Standalone Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL SUMMARY :

The financial performance of the Company, for the year ended March 31, 2018 is summarized below :

Rs. in Lakhs

Particulars

2017-18

2016-17

Total Revenue

30,706.26

26,185.80

Total Expenses

27,911.07

24,749.06

Profit Before Interest, Tax, Depreciation and Amortization (PBITDA)

4268.96

2439.06

Profit After Tax

1602.17

902.08

Other Comprehensive Income

(2.10)

(1.02)

Total Comprehensive Income

1600.07

901.06

Transfer to General Reserve

134.71

134.71

Earnings Per Share (EPS)

2.07

1.17

The above Table gives the Standalone financial highlights of the Company based on Ind AS for the financial year 2017-2018 as compared to the previous financial year.

PERFORMANCE REVIEW:

The Company’s total revenue for the year was Rs.30,706.26 lakhs as compared to Rs.26,185.80 lakhs in the previous year thus making an increase of about 17.26%.

During the year under review, the Net Profit of the Company also increased to Rs.1602.17 lakhs as against Rs. 902.08 lakhs in the previous year, thus marking a growth of about 77.61%. The increase in the Net Profit is mainly due to the increase in the operational revenue of the Company in the financial year 2017-18.

The Company has also progressed in the export market by making a growth of about 20.81 %, however its main focus lies with the Domestic market, which has shown a significant progress in the last three quarters of the financial year 2017-18 after the GST impact in its very first quarter.

TRANSFER TO RESERVES:

During the financial year 2017-18, Rs.134.71 lakhs was transferred to General Reserve.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Re. 0.05/- (5%) on every equity share of Re. 1/- for the financial year ended March 31, 2018. The dividend if approved at the 34th Annual General Meeting (AGM), will be paid to those shareholders whose name appear on the Register of Members of the Company as of end of the cut off date as specified in the Notice to the AGM.

The dividend payout for the year under review has been formulated in accordance with the Company’s policy to pay sustainable dividend linked with long term growth objectives of the Company to be met by internal cash accruals.

SCHEME OF AMALGAMATION

The Board of Directors at its meeting held on November 24, 2016 had approved the Scheme of Amalgamation of Gufic Stridden Bio-Pharma Private Limited (“Transferor Company”) with Gufic Biosciences Limited (“Transferee Company”) and their respective shareholders and creditors (“Scheme of Amalgamation”).

The Scheme was approved by the shareholders on May 28, 2018. Further, all the Regulatory authorities viz. ROC, Regional Director and Official Liquidator shall submit their report to National Company Law Tribunal (NCLT), Mumbai bench after which matter shall be heard by NCLT.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2018 was Rs.773.50 Lakhs. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity nor made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

FINANCE:

Cash and cash equivalents as at March 31, 2018 was Rs.367.12 lakhs. The Company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. There has also been no change in the nature of business of the Company.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments covered under section 186 of the Companies act, 2013 have been disclosed in the Notes to the financial statements forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Audit team together with external audit consultants review the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee of the Company following which corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps.

The Statutory Auditor of the Company has reported on the internal financial reporting system in Annexure B to the Independent Auditors’ Report, which forms part of this Report. They have reported that the Company has maintained in all material respects except few material weaknesses, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2018, based on the criteria established by the Company considering the essential components of internal control stated in the Guidance Note of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Company is putting its best efforts to get in place an adequate internal financial control framework without any material weaknesses.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Your Company understands its responsibilities as a Corporate citizen and strives to fulfill the same. In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee & the meetings held for the financial year 2017-18 are detailed in the Corporate Governance Report, forming part of this Report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the web link: http://gufic.com/wp-content/uploads/20l6/09/corporate-social-responsibilitypolicy.pdf

The details of the CSR activities undertaken by the Company during the year under review, is annexed to this report as “Annexure A”.

LISTING:

Your Company is listed with the Bombay Stock Exchange Limited situated at P J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited situated at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051, bearing Scrip Code GUFICBIO. The listing fees for the year 2018-19 has already been paid by the Company.

CONSERVATION OF ENERGY:

i.Steps taken by the Company or impact on conservation of energy:

a. Ensured that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b. In place an Online Energy Monitoring System to monitor day to day energy consumption and taking the remedial steps accordingly.

c. Replaced Conventional CFL lights with LED lights in phased manner. Primarily all new purchases of lights are done of LED lights.

d. Provided PRV (Pressure Reducing Valve) & Steam trap Valve wherever required to reduce excess consumption of steam and also improved quality of the steam by removing moistures from the line.

e. Involved in water recycling projects to reduce consumption of waters

f. Utilized of energy efficient motors.

g. Replaced old plant steam lines with new ones to stop steam losses, as and when required.

h. Utilized chilled water system

i. Treated high salt content in waste water system

j. Installed Variable Speed Drive (VSD) technology for HVAC to reduce power consumption and improve quality of air in the surroundings for preventing air contamination.

2. Steps taken for utilizing alternate source of energy

a. Used Biomass Briquettes instead of conventional fuels

b. Used Generator for procuring electric power through open access power

3. Capital investment on energy conservation equipment:

The Company has spent approximately 125 lakhs for conservation of energy in the financial year 2017-18

TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption;

The company has a full-fledged R&D division continuously engaged in research on new products and process improvement on existing products as part of continuous improvement As a part of technology absorption and adoption, once technology is developed for a product, it is tested in its plant and then the commercialization of the product commences. In the financial year 2017-18, the Company inter alia developed patient friendly formulations for the convenience of the patients, developed Oral dosage form like tablets and capsules. R&D is also engaged in development of External preparation and major parenteral products using new molecules.

(ii) the benefits derived as a Result of R & D :

- Twenty New Products were launched

- Two New Patents were Granted

- Continuous Improvisation on the Quality of the Product

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year);

(iv) the expenditure incurred on Research and Development : 528.82 lakhs

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

Earnings in foreign currency: Rs.1794.15 lakhs Out-go in foreign currency: Rs.76.74 lakhs

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Shrirang V Vaidya (DIN: 03618800) was appointed as an Additional Independent Director of the Company effective from February 12, 2018 by the Board of Directors of the Company, who holds office upto the date of the ensuing Annual General Meeting of the Company. The Board recommends appointment of Mr. Vaidya as an Independent Director of the Company for a term of three years w.e.f February 12, 2018 by the shareholders at the forthcoming 34th Annual General Meeting of the Company.

The Board of Directors at its Meeting held on May 29, 2018 have appointed Mr. Balram Singh (DIN : 06918085) as an Additional Non-Executive Non-Independent Director of the Company for a term of three years with immediate effect, subject to the approval of the shareholder at the ensuing Annual General Meeting. The Board recommends his appointment.

In accordance with the provisions of the Section 152(6) of the Companies Act, 2013 read with the rules made thereunder and in terms of Articles of Association of the Company, Mr. Pranav J. Choksi (DIN 00001731), Whole Time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in the circumstances which may affect their status as Independent Director during the year under review.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS :

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors in the Company.

The Company continued with its Independent directors’ familiarization programme for familiarizing them with company’s operations, regulatory and critical aspects which would enable them to effectively discharge responsibilities and functions conferred on them.

The details of the familiarization programme imparted to Independent Directors have been put on the website of the Company. The link can be accessed at http://gufic.com/wpcontent/uploads/2016/18/Familarisation%20 programme%20for%20Independent%20Directors%202017-18.pdf

BOARD EVALUATION

The Board of Directors have laid down the manner for carrying out an annual evaluation of its own performance, its various Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”).

An annual evaluation was carried out by the Board of its own performance as also of its Committees and individual Directors. The evaluation was done by the Board after seeking inputs from all Directors, inter-alia covering different aspects viz. composition and structure of the Board, attendance including participation of the Directors at the Board and Committee meetings, observance of governance, quality of deliberations and effectiveness of the procedures adopted by the Board. In compliance with Regulation 17(10) of the SEBI Listing Regulations, the Board carried out performance evaluation of Independent Directors without the participation of the Director being evaluated.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated.

AUDIT COMMITTEE

The composition of the Audit Committee of the Company is in compliance with the provisions of Section 177(8) of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The functions performed by the Audit Committee, details of meetings held and attendances thereat are given in the Corporate Governance Report, which forms part of this Annual Report. The Board have accepted all the recommendations made by the Audit Committee.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013, SEBI Listing Regulations or other applicable laws in force. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors & Senior Management. The details of the criteria laid down for appointment of the Directors of the Company and the Policy on Remuneration of Directors is disclosed in the Corporate Governance Report, which forms a part of this Report.

MEETINGS

During the year under review, six Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report, which forms part of this Report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 134(3)© read with Section 134(5) of the Companies Act, 2013 your Directors confirm: -

a. that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that they 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 your Company at the end of the financial year March 31, 2018 and of the profit of your Company for that year;

c. that 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. that the annual financial statements have been prepared on a going concern basis;

e. that they had laid down proper internal financial controls and that the same are adequate and were operating effectively; and

f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

RELATED PARTY TRANSACTIONS:

In lines with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at the link: http://gufic.com/wp-content/uploads/2016/08/POLICY-ON-RELATED-PARTY-TRANSACTION.pdf

Prior omnibus approval was obtained for Related Party Transactions from Audit Committee at the beginning of the financial year for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length. All Related Party Transactions were placed before the Audit Committee for review and approval.

The related party transactions entered into by the Company for the financial year 2017-18, are well within the limits as approved by the Audit Committee of the Company at its duly convened Audit Committee Meeting and the Members at the last Annual General Meeting of the Company held on September 05, 2017.

All related party transactions that were entered into during the financial year under review were at arm’s length basis and in the ordinary course of the business. There were no materially significant related party transactions entered into by the company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. As stipulated by Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of related party transactions are given in Form No. AOC - 2, as Annexure ‘B’ to this Report.

SUBSIDIARY / JOINT VENTURE /ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture and associate company. Hence, the statement in Form AOC-1 is not applicable to the Company.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company’s website www.gufic.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism policy i.e. Whistle Blower Policy that enables the Directors and employees to report genuine concerns, unethical behavior, irregularities, if any, that would adversely affect the operation of the Company. The vigil mechanism provides for direct access to the Chairperson of the Audit Committee. The details of the policy is made available on the website of the Company i.e. www.gufic.com

The Vigil Mechanism Policy provides for (a) adequate safeguards against victimization of persons and (b) direct access to the Chairperson of the Audit Committee of the Company in appropriate or exceptional cases.

During the year under review, the Company did not receive any complaint against any Director or Senior Management Officials.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code can be accessed on the website of the Company at the web link : http://gufic.com/wp-content/uploads/20l6/08/code-of-Conduct-Insider-Trading.pdf.

The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITORS:

a. STATUTORY AUDITOR:

Messrs. S H R & Co., Chartered Accountants, (FRN: I2049IW) Mumbai, were appointed as the Statutory Auditor of the Company for a period of five years at the 30th Annual General Meeting of the Members of the Company. In terms of provisions of Section 139 (I) of the Companies Act, 2013, the continuation of their appointment as Statutory Auditors to audit the financials of the Company for the financial year 2018-19 shall be subject to ratification by the Members at the ensuing Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33 of the SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of I ndia. The Board recommends the ratification of their appointment as Statutory Auditor.

b. COST AUDITOR :

Pursuant to provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records And Audit) Amendment Rules, 2014, the Company is required to appoint a Cost Auditor. to audit the cost records maintained by the Company. The Board, has on recommendation of Audit Committee, appointed M/s. Kale & Associates, Cost Accountants, Mumbai, (Firm Registration No. 101144) to audit the cost records of the Company for the financial year ending March 31, 2018. As required under the said Act and the Rules made thereunder, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the ensuing Annual General Meeting. Accordingly, a resolution seeking ratification by members for the remuneration payable to M/s. Kale & Associates is included in the Notice convening 34th Annual General Meeting.

In compliance with Section 148(6) of the Companies Act, 2013 and Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, Cost Audit Report, in Form CRA - 4 (XBRL mode), for the year ended March 31, 2017, was filed with the Ministry of Corporate Affairs on December 26, 2017.

c. SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Gajanan D. Athavale, a Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit report is annexed herewith as “Annexure - C”

d. INTERNAL AUDITOR :

The Board of Directors of the Company on the recommendation of the Audit Committee of the Company has appointed M/s. Mittal Agarwal & Co., Chartered Accountants (Firm Registration No. 0I3I025W) as an Internal Auditor of the Company for the financial year 20I8-I9.

During the year under review, the statutory auditors, secretarial auditors and cost auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section I43(I2) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The explanation to the observation made in the Auditors’ Report and the Secretarial Audit Report are as below as per Section 134 of the Companies Act, 2013.

1. INDEPENDENT AUDIT REPORT :

a. With reference to point no. 4(a) of Independent Auditor’s Report:- The Company have implemented Pharma Cloud, a new ERP system in line with the Goods & Services Act, which came in force from July 01, 2018. There is no major impact, due to any pending reconciliation.

b. With reference to point no. 4(b) of Independent Auditors’ Report : The Company states that it has physical inventory of Rs. 10,091.51 lakhs as at March 31, 2018, of Raw Material, Packing Material, Work in Progress, Finished Goods and Stock in transit. The internal auditors of the Company M/s. Mittal Agarwal & Company, Chartered Accountants have physically verified inventories of raw materials, packing material, finished goods, work in progress goods and stock in trade, for which a physical verification certificate has also been issued by them.

c. With reference to point no. 4(c) of Independent Auditors’ Report: The Company has unearthed the fraud committed by one of its marketing employee along with his accomplice who has misappropriated amount of Rs. 124.04 lakhs in the financial year 2014-15. The Company has taken strict legal action against the employee as well as the accomplice. The case is still pending before the Court of law. The Company is expecting to recover the amount from the employee and his accomplice and hence in view of the management no provision is required.

d. With reference to point no. 4(d) of Independent Auditors’ Report : The company is in the process of seeking confirmation and its reconciliation with the books of accounts of the balances in Trade Receivable, loans & advances, Employee Advance, Trade Payable and Security and Trade Deposits from Agents and Stockiest. It is an ongoing exercise and the company will make necessary provision on completion of the process.

e. With reference to point no. 4(e) of Independent Auditors’ Report : As the GST return - 3B report generated by the ERP system is accurate, there is no major impact, due to pending reconciliation.

2. SECRETARIAL AUDIT REPORT :

a. With regards to the unspent amount towards CSR activity, the explanation is provided in Annexure A to the Board’s Report.

b. With regards to the compliances with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules notified thereunder, the Company is in the process to implement the law in its entirety.

c. With regards to system and process to monitor and ensure compliance with the applicable laws/rules/regulations etc, the Company on a continuous basis strive to strengthen the system to have timely compliance with the applicable laws/rules/regulations.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ‘Annexure D”.

GREEN INITIATIVE :

The Ministry of Corporate affairs had taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses.

Your Company appeals to all its shareholders, who are yet to register your e-mail addresses that they take necessary steps for registering the same to become a part of the initiative and contribute towards a Greener environment.

BUSINESS RISK MANAGEMENT:

Your Company has adopted a risk management policy for identification, evaluation and mitigation of business risk and threats. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. Various risk traced by the Company during the financial year 2017-18, were minimized to its best. The risk management policy adopted by the Company can accessed on the Company’s website at the link : http://gufic.com/wp-content/uploads/20l6/08/Risk-Management-Policy-20l7-l8.pdf

HUMAN RESOURCES:

At Gufic, we value our employees and believe that they are the valuable assets of the Company and play a crucial role in the success and overall growth of the Company.

Your Company ensures strategic alignment of Human Resource practices to business priorities and objectives.

In today’s competitive business world, attracting and retaining skilled employees have become difficult. Your Company has managed to retain many professional and skilled employees due to the work culture and environment adopted by the Company. Your Company continued to conduct various employee benefit, recreational and team building programs, social gatherings to foster team spirit.

During the year under review, the employees’ strength of your Company increased to 1060 as compared to 1023, in the previous year.

Your Directors would also like to take this opportunity to express their appreciation for the hard work and commitment of the employees of the Company and looks forward for the sustained relationship between the Company and the employees.

On the Industrial front, your Company enjoyed cordial relationship with workers and employees at all levels.

PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Act read with Rule 5[l] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, is given in “Annexure- E”.

Further, the information as required under Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the Corporate office of the Company and pursuant to the proviso to Section 136 (1) of the Act, the report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the Corporate office address of the Company.

CORPORATE GOVERNANCE:

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company’s governance practices are described separately in this annual report. Mr. Deep Shroff, partner of M/s. S H R & Co., Chartered Accountant (FRN: I2049IW) has issued Auditors’ Report on Corporate Governance on Company’s compliance with SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. This certificate forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management discussion and analysis report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms a part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company has zero tolerance towards sexual harassment at work place and adhere to the safety of the women employees at the Company. Your Company believes in providing opportunity and key position to women professionals. It is the continuous endeavor of the Board of Directors to create a discrimination and harassment free environment for all its employees.

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, no complaints were received by any employee of the Company pertaining to sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards I & 2 as amended from time to time issued by the Institute of Company Secretaries Of India.

ACKNOWLEDGMENTS

Your Company and its Directors wish to extend their sincerest thanks to all its employees, stakeholders, medical professionals, clients, business partners, bankers, governments and other statutory authorities at all levels for their continuous co-operation and assistance.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

Place: Mumbai For and on behalf of the Board of Directors

Date: 29th May, 2018 Jayesh Choksi

Chairman & Managing Director

DIN 00001729

Director’s Report