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Gujarat Raffia Industries Directors Report, Guj Raffia Ind Reports by Directors
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Gujarat Raffia Industries

BSE: 523836|NSE: GUJRAFFIA|ISIN: INE610B01024|SECTOR: Packaging
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Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The Directors present the Twenty Ninth Annual Report together with the
 Audited Statement of Accounts for the year ended on 31st March, 2015.
 
 1.  FINANCIAL RESULTS :
 
 The summary of Financial Results of the Company for the year under
 review along with the figures for previous year are as follows:
 
                                                            (Rs.In Lacs)
 
                                                        Standalone
 
 Particulars                                      2014-15       2013-14
 
 Total Revenue                                    3883.74       3680.30
 
 Profit Before Depreciation,Interest               442.87        335.68
 and Tax
 
 Depreciation                                      205.80        122.10
 
 Finance Costs                                     138.39        118.34
 
 Profit Before Tax and Exceptional                  98.68         95.24
 Items
 
 Exceptional Items                                      -             -
 
 Profit Before Tax                                  98.68         95.24
 
 Current Tax                                        18.80         18.64
 
 Deferred Tax                                           -             -
 
 (Excess) / Shortfall in provision                      -             -
 for current tax for earlier years
 
 Minority Interest                                   0.00          0.00
 
 Profit After Tax & Minority                        79.88         76.59
 Interest
 
 
 2.  DIVIDEND :
 
 With a view to conserve the resources for expansion of the business
 activities and working capital requirements of the Company, the board
 of directors of the company have not recommended any dividend for the
 year under review.
 
 3.  REVIEW OF OPERATIONS, SALES AND WORKING RESULTS :
 
 Your director report that during the year under review, in spite of
 economic slowdown the Company has recorded a total sales of Rs.
 38,49,29,258 /- as compared to Rs. 36,09,04,401/- and earned other
 income of Rs. 9,63,550/ - as compared to Rs. 30,66,075/- for the
 financial year ended on 31st March, 2014 .The Profit before tax for the
 period under review is Rs. 98,68,454/- as compared to Rs. 95,24,233/-
 in the previous year. The Profit after tax during the year under review
 is Rs.79,88,094/- as against Rs.76,59,527/- in the previous year
 2013-14.
 
 4.  MATERIAL CHANGES, TRANSACTION AND COMMITMENT/CHANGE IN THE NATURE
 OF BUSINESS, IF ANY :
 
 There is no change in the nature of the business of the Company for the
 year under review.
 
 During the year under review, no significant or material order was
 passed by the Regulators or Courts or Tribunals which impact the going
 concern status and Company''s operations in future.
 
 5.  MANAGEMENT DISCUSSION AND ANALYSIS (MDA) :
 
 MDA, for the year under review, is presented in a separate section,
 which forms part of the Annual Report.
 
 6.  SHARE CAPITAL :
 
 During the year under review, the Company has not increased its paid up
 capital. The paid up equity share capital of the Company as on 31st
 March, 2015 is Rs. 4,99,47,750/-.
 
 During the year under review, the Company has neither issued shares
 with differential voting rights nor granted stock options or sweat
 equity.
 
 7.  TRANSFER TO RESERVES :
 
 The Company proposes to transfer Rs. 14.34 Lacs to the General
 Reserves. An amount of Rs. 47.37 Lacs is proposed to be retained in the
 Statement of Profit and Loss of the Company.
 
 8.  SUBSIDIARY COMPANIES :
 
 The Company does not have subsidiary company, joint venture or
 associate companies during the year.
 
 There is no company which has ceased to be Company''s subsidiary, joint
 venture or associate company during the year.
 
 9.  DIRECTORS AND KEY MANAGERIAL PERSONNEL :
 
 The Board consists of Executive and Non-executive Directors including
 Independent Directors who have wide and varied experience in different
 disciplines of corporate functioning.
 
 During the year under review, the members, in their Annual General
 Meeting held on 23rd September, 2014, approved the appointment of Shri
 Alpesh Tripathi and Shri Dipen Shah as Independent Directors who are
 not liable to retire by rotation.
 
 All the Independent Directors of the Company have furnished
 declarations that they meet the criteria of independence as prescribed
 under the Companies Act, 2013 and Listing Agreement with Stock
 Exchanges.
 
 During the year under review, Shri Abhishek Bhutoria was appointed as
 Additional Director in the capacity of Non Executive of the Company
 with effect from 1st September, 2015. We seek your confirmation for
 appointment of Shri Abhishek Bhutoria as Non Executive Director, on
 rotational basis. Based on disclosures provided by him, he is not
 disqualified from being appointed as Director as per section 164 of the
 Companies Act, 2013.
 
 Smt. Sushma Bhutoria, Whole Time Director, retires by rotation at the
 forthcoming Annual General Meeting, and being eligible offers herself
 for re-appointment.
 
 Apart from this, there were no changes in the Directors or Key
 Managerial Personnel during the year under review.
 
 The brief resumes and other relevant documents of the Directors being
 appointed / re-appointed are given in the Explanatory Statement to the
 Notice convening the Annual General Meeting, for your perusal.
 
 10.  BOARD MEETINGS :
 
 During the year, eight Board meetings were held, with gap between
 Meetings not exceeding the period prescribed under the Companies Act,
 2013. Details of Board and Board committee meetings held during the
 year are given in the Corporate Governance Report which forms part of
 the Annual Report.
 
 Board meeting dates are finalised in consultation with all directors
 and agenda papers backed up by comprehensive notes and detailed
 background information are circulated in advance before the date of the
 meeting thereby enabling the Board to take informed decisions.
 
 11.  INDEPENDENT DIRECTOR''S FAMILIARIZATION PROGRAMME :
 
 Independent Directors at the time of their appointment are given the
 formal appointment letter mentioning various terms and conditions of
 their engagement. Independent Directors of the company are made aware
 of their role, duties, rights and responsibilities at the time of their
 appointment.
 
 Independent Directors have visited the plants of the company for
 understanding of manufacturing operations and different processes of
 their plants.
 
 The Board of Directors have complete access to the information within
 the company and to interact with senior management personnel.
 Independent Directors have freedom to interact with the management of
 the company.
 
 The Familiarisation programme has been conducted during the year under
 review and different aspects such as legal compliance management,
 corporate governance and role of independent directors have been
 covered in the same.
 
 12.  EVALUATION OF BOARD, COMMITTEES AND DIRECTORS :
 
 Pursuant to the provisions of the Act and Clause 49 of the Listing
 Agreement, the Board had carried out performance evaluation of its own,
 the Board Committees and of the Independent directors.
 
 Independent Directors at a separate meeting evaluated performance of
 the Non-Independent Directors, Board as a whole and of the Chairman of
 the Board. The manner in which the evaluation has been carried out has
 been detailed in the Corporate Governance Report which forms part of
 the Annual Report.
 
 13.  POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS :
 
 The Board, on the recommendation of the Nomination & Remuneration
 Committee, formulated criteria for determining Qualifications, Positive
 Attributes and Independence of a Director as also a Policy for
 remuneration of Directors, Key managerial Personnel and senior
 management. The said policy is attached here with as Annexure - G
 
 14.  AUDITORS :
 
 a) STATUTORY AUDITORS :
 
 Pursuant to provision of Section 139 of the Act and the rules framed
 thereunder, PGT & Associates, Chartered Accountant, were appointed as
 statutory auditors of the Company from the conclusion of the twenty
 eighth annual general meeting (AGM) of the Company held on 23rd
 September, 2014 till the conclusion of thirty third AGM to be held in
 the year 2019, subject to ratification of their appointment at every
 AGM.
 
 The observations of the auditors in their report are self-explanatory
 and therefore, in the opinion of the Directors, do not call for further
 comments.
 
 The notes of the auditors are self explanatory in the nature.
 
 b) SECRETARIAL AUDITORS :
 
 Pursuant to the provisions of Section 204 of the Companies Act.2013 and
 the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014, the Company has appointed Punit S. Lath, Practicing
 Company Secretary to undertake the Secretarial Audit of the Company.
 The Secretarial Audit Report is annexed herewith as Annexure - B.
 
 The observations of the secretarial auditors in their report are
 self-explanatory and therefore, in the opinion of the Directors, do not
 call for further comments.
 
 The notes of the auditors are self explanatory in the nature.
 
 15.  INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :
 
 The Company has an Internal Control System, commensurate with size,
 scale and complexity of its operations.  The internal financial
 controls are adequate and are operating effectively so as to ensure
 orderly and efficient conduct of business operations.
 
 The Company has appointed M/s. Tulsian Sanjay & Co., as Internal
 Auditors of the Company. The Audit Committee in consultation with the
 internal auditors formulates the scope, functioning, periodicity and
 methodology for conducting the internal audit. The internal auditors
 carry out audit, covering inter alia, monitoring and evaluating the
 efficacy and adequacy of internal control systems in the Company, its
 compliance with operating systems, accounting procedures and policies
 at all locations and submit their periodical internal audit reports to
 the Audit Committee. Based on the internal audit report and review by
 the Audit committee, process owners undertake necessary actions in
 their respective areas. The internal auditors have expressed that the
 internal control system in the Company is robust and effective.
 
 The Board has also put in place requisite legal compliance framework to
 ensure compliance of all the applicable laws and that such system are
 adequate and operating effectively.
 
 16.  AUDIT COMMITTEE :
 
 The details pertaining to composition of audit committee are included
 in the Corporate Governance Report, which forms part of this report.
 
 17.  THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
 PROHIBITION AND REDRESSAL) ACT, 2013 :
 
 There has been no complaint related to the Sexual Harassment of Women
 at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during
 the year.
 
 18.  RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT :
 
 At present the company has not identified any element of risk which may
 threaten the existence of the company.  The Board has formulated Policy
 on Risk Management and the same is uploaded on the Company''s website at
 www.griltarp.com
 
 19.  VIGIL MECHANISM :
 
 The Company has set up vigil mechanism viz. Whistle Blower Policy to
 enable the employees and Directors to report genuine concerns and
 irregularities, if any in the Company, noticed by them. The same is
 reviewed by the Audit Committee from time to time.
 
 20.  RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY
 TRANSACTIONS :
 
 All related party transactions that were entered into during the
 financial year were on an arm''s length basis and were in the ordinary
 course of business. Details on Related Party Transactions in Form AOC -
 2 has been enclosed as Annexure - F.
 
 The Board has formulated Policy on Related Party Transactions and the
 same is uploaded on the Company''s website at www.griltarp.com.
 
 None of the Non-Executive Directors has any pecuniary relationship or
 transactions with the Company.
 
 21.  MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES :
 
 The information required under Section 197(12) of the Companies Act,
 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014 forms part of this Report and
 statement of particulars of employees is annexed as Annexure - D & E.
 
 22.  LOANS, GUARANTEES OR INVESTMENTS :
 
 Details of Loans, Guarantees and Investments, if any covered under the
 provisions of Section 186 of the Act are given in the notes to the
 Financial Statements.
 
 23.  DEPOSITS :
 
 Your Company has not accepted any deposits from the public falling
 within the purview of Section 73 of the Act, read with the Companies
 (Acceptance of Deposits) Rules, 2014.
 
 24.  EXTRACT OF THE ANNUAL RETURN :
 
 The extract of the Annual Return in form MGT 9 is annexed herewith as
 Annexure - A.
 
 25.  DIRECTORS'' RESPONSIBILITY STATEMENT :
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors confirm:
 
 a.  that in the preparation of the annual accounts for the year ended
 31st March 2015, the applicable Accounting Standards had been followed
 along with proper explanation relating to material departures, if any;
 
 b.  that the directors had selected 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 ended 31st March 2015
 and of the profit of the Company for that period;
 
 c.  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;
 
 d.  that the annual accounts/financial statements have been prepared on
 a going concern basis;
 
 e.  that proper internal financial controls were in place and that the
 financial controls were adequate and were operating effectively;
 
 f.  that 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.
 
 26.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO :
 
 A statement containing the necessary information on conservation of
 energy, technology absorption and foreign exchange earnings and outgo
 stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
 Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this
 report as Annexure - C.
 
 27.  CORPORATE GOVERNANCE :
 
 As required by Clause 49 of the Listing Agreement, a separate Report on
 Corporate Governance forms part of the Annual Report. The report on
 Corporate Governance also contains certain disclosures required under
 the Companies Act, 2013. A certificate from the Statutory Auditors of
 the Company regarding compliance of conditions of Corporate Governance
 as stipulated under Clause 49 of the Listing Agreement, forms part of
 this report.
 
 28.  DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013 :
 
 Except as disclosed elsewhere in this report, there have been no
 material changes and commitments which can affect the financial
 position of the Company occurred between the end of the financial year
 of the Company and date of this report.
 
 29.  ACKNOWLEDGEMENT :
 
 Your Directors express their sincere gratitude for the assistance and
 cooperation extended by Financial Institutions, Banks, Government
 Authority, Shareholders, Suppliers, Customers and Stakeholders.
 
 Your Directors also wish to place on record their appreciation of the
 contribution made by the employees at their level towards achievements
 of the Companies goals.
 
                                      By order of the Board of Directors
                                   For Gujarat Raffia Industries Limited
 
 Date : 1st September 2015                              Pradeep Bhutoria
 Place : Santej                             Chairman & Managing Director
 
 
 
Source : Dion Global Solutions Limited
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