| 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
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