To, The Members,
The Directors of the Company take pleasure in presenting their 33rd Annual
Report together with the annual audited financial statements for the financial year ended
March 31, 2021.
FINANCIALRESULTS
The summary of the Companys financial performance for the financial year 2020-21 as
compared to the previous financial year 2019-20 is given below: (Amt in lacs)
| Particulars |
Year Ended 31/03/2021 |
Year Ended 31/03/2020 |
| Income |
344.11 |
241.09 |
| Less: Expenses |
362.27 |
579.89 |
| Less: Depreciation |
15.30 |
24.18 |
| Exceptional Items |
- |
- |
| Profit after Depreciation & Interest |
(33.46) |
(362.97) |
| Provision for Taxation |
- |
- |
| Provision for Tax (deferred) |
0.62 |
0.15 |
| Profit after Tax |
(32.84) |
(363.13) |
| Net profit / (Loss) |
(32.84) |
(363.13) |
| Balance carried to Balance Sheet |
(32.84) |
(363.13) |
HIGHLIGHTS
During the year your Company has income of Rs. 344.11 Lacs including other income as
compared to Rs.241.09 Lacs in the previous year. The Net Loss after tax was Rs. 32.84 Lacs
against the Net loss of Rs. 363.13 Lacs in the previous year. Also, during the year
Company had sold its registered office and repaid its bank liabilities. Also, Company had
changed its registered office to Sudar nagar, Waliv, Vasai East.
GENERAL RESERVES
During the year the Company has not proposed to transfer any amount to the General
Reserve of the Company.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
This MD & A provides analysis of the operating performance of the Companys two
business segments, as well as a discussion of cash flows, the impact of risks and outlook
for the business, Additional information about the Company which is appended as Annexure I
to this Report.
This discussion and analysis is the responsibility of management. The Board of
Directors carries out its responsibilities for review of this disclosure principally
through its Audit Committee, comprised exclusively of independent Directors. The Audit
Committee has reviewed and approved this disclosure and it has also been approved by the
Board of Directors.
The management of the Company is presenting herein the overview, opportunities and
threats, initiatives by the Company and overall strategy of the Company and its outlook
for the future. This outlook is based on managements own assessment and it may vary due
to future economic and other future developments in the country.
SEGMENT-WISE PERFORMANCE
The Company operates in single segments i.e. manufacturing business.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
We maintain adequate internal control systems commensurate with the nature of business,
size and complexity of its operations. We have well-established processes, guidelines and
procedures to augment the internal controls. This, coupled with adequate internal
information systems ensures proper information flow for the decision-making process. The
internal control system is designed to ensure maintenance of proper accounting controls,
monitoring of operations, protection and conservation of assets and compliances with
applicable laws and regulations. These controls ensure that financial and other records
are reliable for preparing financial statements and other information.
We also address any issues identified by regulatory inspection teams very diligently
and report the same to the Board of Directors and the regulators.
HUMAN RESOURCES
During the year under review, HR continued to undertake initiatives towards
development, enhancement and retention of workforce. Your Company strongly believes that
employees are central to the Companys transformation agenda and that it is important to
build capabilities of employees to handle both current and future needs. During the year,
the Company worked extensively on identifying the needs of employees across all categories
and level. The Company has built a young and vibrant team of qualified and competent
professionals to meet the emerging business challenges and market competition.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis, describing the Companys
objective, projections and estimates, are forward looking statements and progressive
within the meaning of applicable security laws and regulations. Actual results may vary
from those expressed or implied, depending upon economic conditions, Government Polices
and other incidental/related factors.
CREDIT RATING
The Company is not required to obtain any credit rating from any credit rating
agencies.
REPORTING OF FRAUD
The Auditors have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013, other than those which are reportable to the Central Government.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.
During the Financial Year 2020-2021, your Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
DIVIDEND
In order to conserve the resources, your Directors are unable to declare any dividends.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Provisions of Sec.125 (2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the year under review, there is no such change in the Company.
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future:
There are no significant and material orders passed by the Regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
During the year under review, there were no cases filed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DETAILS OF HOLDING / SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
The Company does not have any Holding/Subsidiary/Joint Ventures/ Associate as on March
31, 2021. However Company is Associate Company of Lien Trading Private Limited as on March
31, 2021.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Composition of the Board during the year was as per the provisions of Regulation
17(1) of Listing Regulation read with the Companies Act, 2013. During the year under
review, Mr. Prajwal Patel- Whole-time Director (DIN: 06389797) had resigned from the post
of Directorship w.e.f. 31st March, 2021. The Board places on record
appreciation for guidance and services provided by him to the company during his tenure.
Mr. Rupam Dukulchandra Chitalia (DIN: 06532758), Mr. Jayshri Shankar Tedginkeri (DIN:
08109906) & Shailesh Gangaram Muknak (DIN: 08480694) continues to be the Non-
Executive Independent Director of the Company. The Directors have given the declaration to
the Board that they met the criteria of independence as provided under Section 149(6) of
the said Act and also confirmed that they will abide by the provisions as mentioned in
Schedule IV of the Companies Act, 2013.
Pursuant to Section 152 of the Companies Act, 2013, Mr. Ketu Parikh (DIN: 00185343),
Managing Director, retires by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment. Your Board has recommended his re-appointment.
Pursuant to the provisions of Section 203 of the Act, the Key managerial personnel of
the Company are- Mr. Ketu Parikh, Chairman cum Managing Director & Chief Financial
Officer, and Ms. Pooja Gohel, Company Secretary & Compliance officer of the Company.
AUDITORS
Statutory Auditors:
M/s. PMPK & Company, Chartered Accountants, Mumbai having Registration
Number.019681N, Statutory auditors of the Company were appointed in 31st Annual
General Meeting held in the FY 2018-2019 for a period of 5 years till the conclusion of
the 36th Annual General Meeting.
However, casual vacancy occurred due to resignation of M/s. PMPK & Company, as
Statutory Auditors of the Company, the Board of Directors has recommended appointment of
M/s. Singhal Gupta & Co. LLP, as Statutory Auditors of the Company, subject to
shareholders approval in the ensuing Annual General Meeting of the Company.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s. Aditya Shah & Associates, Practicing Company Secretary, Mumbai (Mem
No.58883- & COP No.22912) to undertake the Secretarial Audit of the Company for the
financial year 2020-2021. The Company has provided all the assistance and facilities to
the Secretarial Auditor for conducting their audit. Report of Secretarial Auditor for the
FY 2020-2021 in Form MR-3 is annexed to this report as Annexure II.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS MADE BY
AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Statutory Auditors Report to the members on the Accounts of the Company for the
financial year ended 31st March, 2021 contains below qualifications, reservations or
adverse remarks:
1. As per Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 Company is required to appoint Internal Auditor, however Company
has not appointed Internal Auditor for the year ended March, 2021.
Management Representation on Statutory Auditors qualification:
1. The Company is in process of searching a suitable candidate for the post of Internal
Auditor as required under Section 138 of Companies Act, 2013.
The Secretarial Audit Report contain below qualifications, reservation or adverse
remark from Secretarial Auditor.
1.The Company has not appointed Internal Auditor as per Section 138(1) of Companies,
Act 2013;
Management Representation on Auditors qualification:
1. The Company is in process of searching a suitable candidate for the post of Internal
Auditor as required under Section 138 of Companies Act, 2013.
CORPORATE GOVERNANCE CERTIFICATE
The provisions of Regulation 17 to 27, Regulation 46 (2) (b) to (i) and Schedule V Para
C, D, and E of SEBI LODR Regulations, 2015, is not applicable to the Company.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Code
of Conduct for Directors and Senior Management of the Company. The copies of Code of
Conduct as applicable to the Executive Directors (including Senior Management of the
Company) and Non-Executive Directors are uploaded on the website of the Company
www.gaganpolycot.in.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company familiarizes its Directors including independent directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company, etc., through on various
programs.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
The information required pursuant to Section 197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
Report and Accounts are being sent to the Members and others entitled thereto, excluding
the information on employees particulars which is available for inspection by the Members
at the Registered Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such Member may write to the Company Secretary in this regard
and the same will be furnished on request.
Particulars of Employees pursuant to section 134(3)(q) of the Companies Act, 2013 read
with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules,2014:
a) None of the employees was employed throughout the financial year, who was in receipt
of remuneration exceeding Rs. 1,02,00,000/- per annum or more. Therefore, Rule 5(2)(i) of
the captioned Rules is not applicable. b) None of the employees was employed throughout
the financial year, who was in receipt of remuneration exceeding Rs. 8,50,000/- per month.
Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable. c) No employee is a
relative of any Director or Key Managerial personnel of the Company. Therefore, Rule
5(2)(iii) of the captioned Rules is not applicable to any employee.
DOCUMENTS PLACED ON THE WEBSITE OF THE COMPANY
The following documents have been placed on the website in the compliance with the Act:
Financial Statements of the Company
Details of Vigil mechanism for Directors and employees to report genuine concerns as
per proviso to Section 177(10). Latest Announcements Annual Reports Shareholding Pattern
Code of Conduct Corporate Governance Nomination and Remuneration Policy Policy on Related
Party Transactions Policy on Material Subsidiary
SHARE CAPITAL
The authorized and paid-up equity share capital of the Company as on 31st March, 2021
was Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10/-.
SHARES
a. Buyback of Securities: The Company has not bought back any of the securities during
the year under review. b. Sweat Equity: The Company has not issued any sweat equity shares
during the year under review. c. Employee Stock Option Plan: The Company has not provided
any stock options to the employees.
DEPOSITS
Your Company has not accepted any deposits from the public falling within the ambit of
Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance
of Deposits) Rules, 2014.
DIRECTORSRESPONSIBILITYSTATEMENT
Pursuant to the requirements under Section 134(3) read with Section 134(5) of the Act
with respect to Directors Responsibility Statement, your Directors hereby confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed;
b. appropriate accounting policies have been selected and applied consistently and
estimates and judgments made 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 and of the profit
of the Company for that period;
c. proper and sufficient care for maintenance of adequate accounting records in
accordance with the provisions of Act have been taken for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities;
d. the annual accounts have been prepared on a going concern basis; and
e. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO
In the view of nature of activities which are being carried on by the Company, the
particulars as prescribed under Section134(3)(m) of the Act read with Companies
(Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption and
research and development are not applicable to theCompany.
EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Act and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board
carried out the annual evaluation of the performance of the Board as a whole, the
Directors individually as well as of various Committees of the Board. The performance
evaluation of the Independent Directors was carried out by the Nomination and Remuneration
Committee and noted in turn by the Board.
BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on the Companys policies
and strategy apart from other Board matters. During the financial year 2020-21, Ten Board
meetings were held on 9th April, 2020, 8th June, 2020, 29th
June, 2020, 20th July, 2020, 27th July, 2020, 25th
August, 2020, 15th September,2020, 4th November, 2020, 10th
February, 2021 & 8th March, 2021. The gap between the two Boards meetings
did not exceeds 120 days.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have submitted the declaration of Independence as required
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013. These
confirmations have been placed before and noted by the Board.
INTERNAL FINANCIAL CONTROL SYSTEM
The Companys well-defined organizational structure, defined authority matrix and
internal financial controls ensure efficiency of operations, protection of resources and
compliance with the applicable laws and regulations. Moreover, the Company continuously
upgrades its systems and undertakes review of policies. The internal financial control is
supplemented by extensive internal audits, regular reviews by management and standard
policies and guidelines to ensure reliability of financial and all other records to
prepare financial statements and other data. The Audit Committee of the Board reviews
internal audit reports given along with management comments. The Audit Committee also
monitors the implemented suggestions.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on 31st March, 2021 comprises of Four members namely,
Mr. Ketu Parikh, Mr. Rupam Chitalia, Mrs. Jayshree Tedginkeri & Mr. Shailesh Muknak.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism to provide appropriate avenues to the
Directors and employees to bring to the attention of the Management, the concerns about
behavior of employees that raise concerns including fraud by using the mechanism provided
in the Whistle Blower Policy. The Vigil Mechanism Policy has been uploaded on the website
of the Company at www.gaganpolycot.in
During the financial year 2020-21, no cases under this mechanism were reported in the
Company and any of its subsidiaries / Associates.
RISK MANAGEMENT POLICY
The Company has a well-defined risk management frame work in place. The details of the
risks faced by the Company and the mitigation thereof are discussed in detail in the
Management Discussion and Analysis report that forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company does not have the net worth of Rs. 500 Crores or more, or turnover of
Rs. 1000 Crores or more, a net profit of Rs. 5 Crores or more during the financial year
or, Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility is not applicable and hence the Company need not adopt
any Corporate Social Responsibility Policy.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirement under section 92(3) and Section 134(3) of the Act read with
Rule 12 of Companies (management and administrative) Rules, 2014, an extract of Annual
return is placed on website of the Company and the web address is www.gaganpolycot.in
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and Listing Regulations, the
company has formulated a Policy on Related Party Transactions as approved by the Board of
Directors which is also available on the Companys website and the same is considered for
the purpose of identification and monitoring Related Party transactions.
The particulars of contracts or arrangements entered into by the Company with related
parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form
AOC-2 are appended as Annexure III.
BOARD COMMITTEES
Your Company has following Committees of Board, viz, 1. Audit Committee 2.
Stakeholders Relationship Committee 3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of reference and
meetings held during the year are provided on the website of the Company.
AUDIT COMMITTEE
The Company in compliance with Section 177 of the Companies Act, 2013, read with
applicable provisions thereof. Further, the Company is not required to comply with
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The terms of reference of the Audit Committee are in accordance with the provisions of
Section 177 of the Companies Act, 2013.
POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION
The policies of the Company on Directors appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director
and other matters provided under sub-section (3) of Section 178 of the Act is appended as
Annexure IV to this Report. The web address where the policy is uploaded is
www.gaganpolycot.in
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 requires pre-clearance for dealing in the Companys 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.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.
During the Financial Year 2020-2021, your Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013, and accordingly such accounts
are not made and maintained by the Company.
LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange
Ltd. The Company has paid the listing fees as payable to the BSE Ltd. for the financial
year 2020-2021.
ACKNOWLEDGEMENTS
The Directors express their sincere gratitude to the BSE Limited, Ministry of Finance,
Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository
Limited, other government and regulatory authorities, financial institutions and the
bankers of the Company for their ongoing support.
The Directors also place on record their sincere appreciation for the continued support
extended by the Companys stakeholders and trust reposed by them in the Company. The
Directors sincerely appreciate the commitment displayed by the employees of the Company
resulting in satisfactory performance during the year.
For Gagan Polycot India Limited
Sd/-
Ketu Parikh
Chairman cum Managing Director & CFO
DIN: 00185343
Date: 03.09.2021
Place: Vasai
+91-9892691696
