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Gujarat Petrosynthese Ltd.

BSE: 506858 | NSE: | Series: NA | ISIN: INE636P01011 | SECTOR: Petrochemicals

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Dec 01, 16:00
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    46.10 (100)

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Dec 27, 11:22
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Gujarat Petrosynthese is not listed on NSE

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members, The Directors have pleasure in presenting 38th Annual Report of the Company together with the Audited Financial Statement of the Company for the year ended 31st March, 2015. FINANCIAL RESULTS The Company''s financial performance, for the year ended March 31,2015 is summarised below: Particulars 2014-15 2013-14 Sales Turnover 877.93 899.26 Other Income 111.74 107.74 Total 989.67 1007.00 Less: Exp. other than Finance Cost and 1037.77 1091.74 Depreciation Operating Profit (48.10) (84.74) Less: Finance Cost 0.00 0.00 Depreciation 50.14 38.61 Profit before exceptional & extraordinary (98.24) (123.35) items Add: Extraordinary items 7.46 37.98 Add : Exceptional items 47.11 0.00 Profit before tax (43.67) (85.37) Add/(Less): Provision for tax / Deferred tax (4.16) 39.57 Profit after tax (47.83) (45.80) Add: Balance brought forward from earlier 1171.80 1217.60 period Balance available for appropriations 1123.97 1171.80 Dividend Your Directors are unable to recommend any dividend. Performance & Future Outlook The sales for the year have remained stagnant, as the economy has not recovered from the recession. Our customers are predominantly in the automobile sector and the growth has not met expectations. During the year we are aiming to widen our customer base and we hope to achieve operational profitability in the near future. We are also working on other cost saving measures which could further improve our bottom line. Business During the year under review, there is no change in the business activities of the Company. Material changes and commitment occurred after the end of Financial Year and upto the date of Report No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and upto the date of this report. Consolidated Financial Statement In accordance with the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, statement containing salient features of the financial statements of subsidiary companies is disclosed separately in Annexure I and forms part of the annual report. The consolidated financial statements are prepared in accordance with the Accounting Standard (AS) - 21 issued by the Institute of Chartered Accountants of India. Deposits The Company has neither accepted nor renewed any deposits during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies. Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013 Pursuant to provisions of section 186 of the Companies Act, 2013, during the year under review, details of loans and investments by the Company to other body corporate are as follows: Sr. No. Particulars Amount 1. Gujarat Polybutene Private limited (Wholly Owned 5,75,00,000 Subsidiary company) Subsidiaries, Joint Ventures and Associate Companies The Company does not have any Joint Venture Company or Associate Company. But the Company has following 100% Subsidiary Companies. 1. Gujarat Polybutenes Private Limited. 2. GPL Finance and Investments Limited Share capital During the year under review, there is no change in the Authorized share capital. The Company has allotted 3,25,000 Equity shares of Rs. 10/- each at a premium of Rs. 25/- per share on conversion of warrants to Yashashree Commercial Services Private Limited. Consequent upon the conversion of warrants, the paid-up share capital of the Company has been increased from Rs. 5,64,41,660 to Rs. 5,96,91,660. Transfer to Investor Education & Protection Fund. In terms of Section 125 of the Companies Act, 2013, there is no amount required to be transferred to the Investor Education and Protection Fund established by the Central Government. Directors and Key Managerial Personnel During the year under review, following changes occurred in the position of Directors/ KMPs of the Company: * Mr. V.H. Pandya, Independent Director of the Company, due to his old age resigned on 13/02/2015. He had been associated with the Company since 16th March, 1982. The Board appreciates and takes note of the contribution made by him during his tenure as Director of the Company. * Mrs. Mrinalini Mehta, Director of the Company, vacates her office as Director of the Company due to her absence from all the meeting of the Board of Directors held during last 12 months. * Ms. Urmi N Prasad has been appointed as Executive Director and Chief Financial Officer of the Company and Ms. Shweta Kalgutkar as Company Secretary. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Charita Thakkar (DIN 00321561), shall retire by rotation at the ensuing annual general meeting and being eligible offer herself for reappointment. The term of appointment of Mr. R.M. Thakkar as a Managing Director has expired. The Board of Directors at its meeting held on 30th May, 2015 reappointed him as a Managing Director for a further period of 3 years from 11/10/2014 to 10/10/2017. Independent Directors The Company at its annual general meeting held on 25 September, 2014, had appointed Mr. M D Garde, Mr. T N R Rao and Mr. V Raghu, as independent Directors of the Company. They hold office for a period upto 31 March, 2019 and shall not be liable to retire by rotation. The Company has received declarations from all Independent Directors confirming that they meet with the criteria of independence as prescribed under the requirement of provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. Independent Directors'' Meeting During the year under review, the Independent Directors met on March 6, 2015, inter alia, to discuss: * Evaluation of performance of Independent Directors and the Board of Directors as a whole; * Evaluation of performance of Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. * Evaluation of quality, consent and timelines of flow of information between the Management and the Board that is necessary for the Board for effective performance of its duties. All the Independent Directors were present at the Meeting. Directors'' Appointment and Remuneration Policy The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and the Company has constituted Nomination and Remuneration Committee. The Company is yet to devise policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. The Company has a Chairman cum Managing Director and one Executive Director as Whole-time Director. Non Executive Directors receives 1% commission of the net profit of the Company in addition to sitting fees for attending meetings of Board of Directors or any committee of Board. Board Meetings During the year five Board Meetings were convened and held on 31.05.2014, 25.07.2014, 25.09.2014, 14.11.2014 and 13.02.2015. Director''s Responsibility Statement Your Directors state that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the company for that period;. (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts on a going concern basis; and (e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Audit Committee The Audit Committee met four times during the year under review. All the recommendations made by the Audit Committee were accepted/ approved by the Board. The compositions of Audit Committee are as under. 1. Mr. M.D.Garde Chairman 2. Mr. V.Raghu Member 3. Mr. R.M.Thakkar Member Auditors & Auditors Report Statutory Auditor M/s S J H & Co., Chartered Accountants, the statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have expressed their willingness to continue. The Company has received a certificate from the Auditors that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Board recommends their re-appointment. Shareholders are requested to re-appoint the Auditors for the financial year 2015-16 and authorize the Board to fix their remuneration As per Section 134(3) of the Companies Act, 2013 the notes/ comments of Auditors referred to in the Auditors'' Report are self explanatory and do not call for further explanation. The Auditors'' Report does not contain any qualification, reservation or adverse remark. Internal Auditor Your Company has adopted an internal control system, commensurate with its size. The Company has appointed M/s AJBS & Associates, Chartered Accountants as the Internal Auditor of the Company w.e.f. Financial year 2014-15. Your Company ensures compliance and controls so that the assets and business interests of your Company are adequately safeguarded. Secretarial Auditor The Board has appointed M/s. J.J. Gandhi & Co., Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended March 31,2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Risk Management Policy The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The operations and working of the Company can be affected on account of any of the following risk factors; * Policy of Govt. as to excise duty etc. * Policy of competitors * Market conditions Vigil Mechanism / Whistle Blower Policy The Company has adopted Vigil Mechanism/Whistle Blower Policy to deal with fraud or mismanagement, where it has a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct / Business Ethics, if any. No personnel have been denied access to the Chairman of the Audit Committee, for making complaint on any Integrity issue. Corporate Social Responsibility (CSR) The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 is not applicable to the Company, as the Company do not meet with the requirement of profit criteria. Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure III and is attached to this Report. Corporate Governance Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. The report on corporate governance forms an integral part of this report and is set out as separate section to this annual report. The certificate of M/s. SJH & Co., chartered accountants, the statutory auditors of the Company certifying compliance with the conditions of corporate governance as stipulated in clause 49 of the listing agreement is annexed with the report on corporate governance. Related Parties Transactions The particulars of transactions or contracts entered or arrangements made with related parties pursuant to provisions of section 188 of the Companies Act, 2013 is provided in Annexure IV and is attached to this Report. Extract of Annual Return The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is provided in Annexure V and is attached to this Report. Disclosure under the Sexual Harassment of Women at workplace (Prevention of, Prohibition and Redressal) Act, 2013. The Company has in place an Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Acknowledgments The Board of Directors wish to place on record their appreciation for the continuous support of the Bankers, vendors and buyers and shareholders in the performance of the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers. For and on behalf of the Board Gujarat Petrosynthese Limited Place : Mumbai Mr. R. M. Thakkar Date :25th July, 2015 Chairman & Managing Director DIN No: 00248949

Director’s Report