To, The Members,
Your Directors have pleasure in presenting the Companys 25th Annual Report and the
audited financial statements (accounts) for the year ended March 31, 2018.
1. Financial highlights/Performance of the Company(Standalone)
|
|
(Rs in Lacs) |
| Particulars |
For the year ended 31.03.2018 |
For the year ended 31.03.2017 |
| Total Revenue |
767.15 |
1634.77 |
| Total Expense |
545.07 |
2369.28 |
| Profit/(Loss) before Extraordinary Items |
222.08 |
(734.50) |
| Less: Current Tax |
0 |
0 |
| Add: Earlier Years Tax & Deferred Tax |
0 |
0 |
| Profit / (Loss) after tax for the Year |
222.08 |
(734.50) |
2. Dividend
Due to heavy Loss incurred in the past years by the Company, your directors regret
their inability to recommend any dividend on the Equity Share Capital.
3. Reserves
In view of the carry forward of heavy loss incurred in the Past years , your Board of
Directors do not appropriate any amount to be transferred to General Reserves during the
year under review.
4. Insurance
The Company has adequately covered all assets against all risks.
5. Corporate Social Responsibility
Due to loss incurred by the Company in previous years and carry forward of accumulated
loss of the past years , your directors regret their inability to recommend any amount for
Corporate Social Responsibility.
6. Brief description of the Companys working during the year/State of Companys
affair
During the year under review, your Company recorded total income of Rs. 7.67 Crores
against Rs.16.34 Crores in the previous year. The net Profit during the year
under review was placed as Rs. 2.22 Crores as compared to Loss of Rs.7.35 Crores in the
previous year.
7. Statement for Improvement/Depressed Results:
The managements discussion and analysis report, as required under corporate
governance, forming part of this report, is a reflection of the current state of business.
It also deals with the opportunities and threats faced by your company.
As, honorable members aware that member had given their consent to carry on the
business of real estate to sale, transfer and/ or dispose off companys all or any
undertaking and/or properties including the plant and machinery(S), Utilities, Other
related Equipments, its spare parts and the Land &Building full and/ or partial as
board may decide.
8. Details in respect of adequacy of internal financial controls with reference
to the Financial Statements.
The Company has adequate and effective internal controls to provide reasonable
assurance on achievement of its operational, compliance reporting es. objectiv and The
Company has reviewed and discussed with the Management the Companys major financial risk
exposures and taken steps to monitor and control such exposure.
9. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company do not have any Subsidiary or Joint Venture or Associate Company.
10. Deposits
During the year, 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.
11. Statutory Auditors
M/s. Samir M Shah & Co., Chartered Accountants of Ahmedabad (Firm Registration No.
122377W), Chartered Accountants, from whom certificate pursuant to section 139 of the
Companies Act, 2013 has been received be and hereby ratified to continue as Statutory
Auditors of the Company to hold office from the conclusion of this Annual General Meeting
to till the conclusion of the next Annual General Meeting of the Company at a remuneration
to be mutually decided
12. Explanation to the qualification in Auditors Report
The Directors submit their explanation to the qualifications made by the Auditors in
their report for the year 2017-18
The relevant Para nos. of the report and reply are as under :
4(i) Account has been prepared as going concern basis since company had started new
activity of land development as approved by members of the company.
7(b) The delay in the payment of Wealth tax of Rs. 5 lacs was due to demerger since it
was based on Combined wealth of company prior to demerger. Now after the demerger the
company shall file revised wealth tax return in consultation with Auditors and pay wealth
tax accordingly. Further there is delay in depositing unpaid / unclaimed dividend into
Investor Education and Protection fund of Rs, 2.85 lacs due to freezing of unpaid dividend
bank account by government authorities. There is also delay in payment of Tax deducted at
source since it pertains to the prior periods of Demerger and professional Tax Rs. 96,030.
The Company is arranging to make the payment of the same.
8. The accumulated losses are more than 50% of net worth of the Company. The Company
shall take appropriate actions in consultation with the experts,
9. There has been delay in repayment of principal to Financial Institution (JM
Financial Asset Reconstruction Company Pvt. Ltd.) and interest beyond 40 days due to delay
in sale of Machinery, Land & buildings etc. The said Financial Institution has
extended some time for repayment of the loan.
13. Significant and material orders passed by the regulators or courts
Members attention is drawn to the statement on contingent liabilities, commitments in
the notes forming part of the Financial statement.
14. Particulars of Employee
There are 3 permanent employees on the rolls of company.
15. Share Capital
The paid up capital of the Company is Rs.13,50, 00, 000/-
Your Company has not issue any kind of Share during the financial Year ending on
31stMarch, 2018.
16. Extract of the annual return
The extract of the annual return in Form No.MGT 9 shall form part of the Boards report
and foreign exchange 17. Conservation of earnings and outgo
As Companys Manufacturing activity is suspended so the details required under the
provisions of the section 134(3) (m) of the Companies Act, 2013 regarding conservation of
Energy, Technology Absorption, Foreign Exchange Earnings are not applicable to the
company.
18. Directors:
A) Changes in Directors and Key Managerial Personnel
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6)and Articles of Association of the
Company, Shri Shyam Sunder Gupta (DIN: 00010735) will retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible, offers himself for
re-appointment. The Board recommends his re-appointment.
CESSATION:
No Director has resign from the Directorship of the Company.
B) Declaration by an Independent Director(s) and re-appointment, if any
A declaration by an Independent Directors that they meet the criteria of independence
as provided in sub-section (7) of Section 149 of the Companies Act, 2013 has been received
and taken on note.
C) Formal Annual Evaluation
The Nomination and Remuneration Committee of the Board has formulated a Performance
Evaluation Framework, under which the Committee has identified the criteria upon which the
Committee has identified the criteria upon which every Director shall be evaluated. The
Policy also provides the manner in which the Directors, as a collective unit in the form
of Board Committees and the Board function and perform.
19. Details of establishment of vigil mechanism for directors and employees
The Company promotes ethical behavior in all its business activities and has put in
implementation of a mechanism wherein the Employees are free to report illegal or
unethical behavior, actual or suspected fraud or violation of the Companys Codes of
Conduct or Corporate Governance Policies or any improper activity to the Chairman of the
Audit Committee of the Company or Chairman of the Company or the Compliance Officer. The
Whistle Blower Policy has been appropriately communicated within the Company.
Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is
protected and they are not subject to any discriminatory practices. No personnel have been
denied access to the Audit Committee.
20. Particulars of loans, guarantees or investments under section 186 Of the Companies
Act,2013
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013.
The details of the investments made by company is given in the notes to the financial
statements.
21. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto shall be disclosed
in Form No. AOC -2. However your company has not entered in any transaction attracting
provision of Section 188 of Companies Act, 2013.Hence AOC-2 is not required to be
attached.
22. Managerial
Your company has paid Rs. 3.00 lacs as remuneration to the Managing Director Shri Sunil
Kumar Gupta of the Company.
Your Company have not any employee, who was in receipt of remuneration in excess of
limits specified in the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
23. Secretarial Audit
A Secretarial Audit Report given by M/s. Bunty Hudda and associates., Practicing
Company Secretary (C. P. No.: 11560) is enclosed herewith the Boards Report.
The Board of Directors shall provide explanations or comments on every qualification,
reservation or adverse remark or disclaimer made by the company secretary in practice in
the secretarial audit report.
24. Corporate Governance Certificate
Pursuant to the Clause 49 of the Listing Agreement with Stock Exchanges, a separate
section entitled ‘Corporate Governance and the Certificate from the Auditors of the
Company confirming Compliance with the conditions of the Corporate Governance has been
included in this Annual Report.
25. Code of Conduct
The Board has laid down a Code of Conduct for Board Members and for Senior Management
and Employees of the Company ("Code"). All the Board Members and Senior
Management Personnel have affirmed compliance with these Codes. A declaration signed by
the Managing Director to this effect is enclosed at the end of this Report.
The Board has also laid down a Code of Conduct for Independent Directors pursuant to
section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for
appointment of Independent Directors, which is a guide to professional conduct for
Independent Directors and is uploaded on the website of the Company.
26. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that—
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors 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 the company at the end of the financial year i.e. at
31stMarch, 2018 and of the profit and loss of the company for that period;
(c) the directors had 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 had agreed to prepare the annual accounts on a going concern basis;
and
(e) the directors, in the case of a listed company, had 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 had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
27. Disclosure under the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal Act, 2013)
The Company has been employing about one woman employee. The Company has in place an
Anti harassment policy in line with the requirements of the Sexual Harassment of Woman at
Workplace (Prevention, Prohibition and Redressal Act, 2013). Internal Complaint Committee
is set up to redress complaints received regularly, is monitored and directly report to
the Chairman & Managing Director. There was no compliant received from employee during
the financial year from 2015-16 to 2017-18 and hence no complaint is outstanding as on
31.03.2018 for redressal.
28. Web Link of Company
The web address, if any, where annual return referred to in sub-section (3) of section
92 has been placed on www.novapetro.com
29. Acknowledgements
Your Directors express their deep sense of gratitude to the Banks, Central and State
Governments and their departments and the local authorities for their continued guidance
and support.
We would also like to place on record our sincere appreciation for the dedication,
commitment and hard work put in by every member of the GSL Nova Petrochemicals Limited
family. The Management is deeply grateful for the confidence and faith that the
shareholders have always reposed in them.
For and on behalf of the Board of Directors
GSL Nova Petrochemicals Limited
Sunil Kumar Gupta
Managing Director
(Din: 00008344)
+91-9892691696
