To
The Members of
GUJARAT POLY ELECTRONICS LIMITED
Your Directors present the Thirty Fourth Annual Report and Statement
of Accounts for the year ended 31st March, 2023.
|
(Rs.in Lakhs) |
(Rs.in Lakhs) |
|
01-04-22 to |
01-04-21 to |
| FINANCIAL RESuLTS |
31-03-23 |
31-03-22 |
| Sales |
1596.34 |
1527.87 |
| Profit/(Loss) before Depreciation & tax |
551.75 |
184.57 |
| Depreciation |
21.88 |
21.33 |
| Profit &(Loss) before tax |
529.87 |
163.24 |
| Current tax |
- |
- |
| Deferred tax |
- |
- |
| Profit/(loss) after tax |
529.87 |
163.24 |
| Other Comprehensive Income |
(12.19) |
(4.71) |
| Total Comprehensive Income for the year |
517.68 |
158.52 |
1. STATE OF COMPANYS AFFAIRS:
The Sales during the year was Rs. 1596.34 lakhs compared to previous
year Sales of Rs. 1527.87 lakhs. During the year ended 31st March, 2023 the Company has
earned a Profit of Rs. 529.87 lakhs (Previous year Profit of Rs. 163.24 lakhs).
The Company manufactures as well as outsourced the full range of
products viz. ceramic Capacitors both Multilayer and Single layer, through various
sources, as per our quality standards. We also market other Active and Passive Components.
In view of the accumulated loss, your directors have not been able to
recommend any Dividend for the financial year 2022-23.
2. TRANSFER TO RESERVES:
No amount has been transfered to General Reserves.
3. NUMBER OF BOARD MEETiNGS HELD DURiNG THE YEAR:
During the financial year 2022-23, Five Board Meetings were held on the
following dates:
(a) 23rd May, 2022 (b) 15th June, 2022 (c) 2nd
August, 2022 (d) 8th November, 2022 (e) 2nd February, 2023
More details for the Board Meeting are given under Corporate Governance
Report.
4. AuDIT CoMMITTEE:
The Audit Committee during the year consisted of 4 members. More
details on the committee are given under Corporate Governance Report.
5. stakeholders relationship committee:
The Stakeholders Relationship Committee consists of 3 members. More
details on the committee are given under Corporate Governance Report.
6. nomination and remuneration committee:
The Nomination and Remuneration Committee consists of 4 members. More
details on the committee are given in Corporate Governance Report.
7. vigil MECHANISM / WHISTLE blower policy:
The Board has established a vigil mechanism for directors and employees
to report genuine concerns to be disclosed, the details of which is placed on the website
of the company. The Board has also formulated the whistle blower policy, same has been
uploaded on the website of the company.
http://www.epelindia.in/Download/Vieil%20Mechanism%20&%20Whistle%20
Blower%20Policy.pdf
There was no reporting made by any employee for violations of
applicable laws and regulations and the Code of Conduct for FY 2022-23.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 the Directors
confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to material
departures;
b. Appropriate accounting principles have been selected and applied
consistently and have made judgements 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 31st March, 2023
and of the profit of the Company for the year ended 31st March, 2023;
c. 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. The annual accounts have been prepared on a going concern basis;
e. The directors have laid down internal financial controls to be
followed by the Company;
f. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws.
9. TAXATION:
The Companys Income Tax assessments have been completed up to the year
ended 31st March, 2022.
10. DEPOSITS:
The Company has not received any deposits from Public during the year.
11. INDuSTRIAL RELATIoNS:
Industrial Relations with the employees of the Company were cordial
during the year under review.
12. CONSERVATION OF ENERGY:
Report on Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo etc. is given in "Annexure I"
forming part of this report.
13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):
a) In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Parthiv T. Kilachand (DIN 00005516), Director
of the Company is liable to retire by rotation and being eligible, offers himself for
re-appointment.
b) Based on the recommendation of Nomination and Remuneration
Committee, the Board re-appointed Mr. Atul H. Mehta (DIN 00005523) as Managing Director of
Company for a period of 3 years w.e.f. 5th June, 2023 at its meeting held on 10th
May, 2023 superseding the earlier resolution passed by the Company in this
connection.
c) Based on the recommendation of Nomination and Remuneration
Committee, the Board re-appointed Mr. Rajan P. Vahi (DIN 00033940) as a Non-Executive
Independent Director of Company for his second term of 5(Five) Years w.e.f 24th January,
2024 to 23rd January, 2029 at its meeting held on 10th May, 2023.
The said re-appointments are placed before the Members for their
approval in ensuing Annual General Meeting.
d) Ms. Leena Katdare (DIN: 08914188) ceased to be the Nominee Director
of GIIC on the Board of Company w.e.f. 3rd May, 2023. The Board also noted the
valuable services and contributions rendered by Ms. Katdare during her tenure.
14. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF
SECTION 149:
The Company has received the declaration from each Independent
Directors that they meet the criteria of independence laid down under section 149(6) of
the Companies Act, 2013, under regulation 16(b) of SEBI (LODR) Regulations, 2015.
15. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR OF THE
COMPANY FROM ITS SUBSIDIARY/HOLDING COMPANY uNDER Section 197(14):
During the year 2022-23, Mr. Atul H. Mehta, Managing Director of the
Company has received Rs. 33,29,856/- from Polychem Limited, holding company in capacity of
Deputy Managing Director.
16. FORMAL ANNuAL EVALuATION:
As required under the act, evaluation of every Directors performance
was carried out. An evaluation sheet was given to each director wherein certain criteria
was set out for which ratings are to be given.
17. COMPANYS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:
The Board on recommendation of Nomination and Remuneration Committee
has framed a policy for appointment and Evaluation of Board and remuneration for the
Directors, Key Managerial Personnel and other employees. The policy is available on the
website of the Company i.e.
http://www.epelindia.in/Download/Criteria%20for%20Appointment%20Evalution%20
of%20Board%20of%20Directors.%20KMP%20and%20Senior%20Management%20Personnel.pdf
18. Related Party Transactions:
All Related Party Transactions (RPT) entered into by the Company during
the year under review were at arms length and in ordinary course of business. All RPT are
placed before Audit Committee for its approval.
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014:
1. Details of contracts or arrangements or transactions not at arms
length basis: NIL.
2. Details of material contracts or arrangement or transactions at
arms length basis: NIL.
The Board on recommendation of Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The
policy is uploaded and can be viewed on the Companys website at:
http://www.gpelindia.in/Download/Related%20Partv%20Transaction%20Policv.pdf.
19. other disclosures AS PER SECTION 134 OF The COMPANIES ACT, 2013:
(a) There are no qualifications, reservations or adverse remark or
disclaimer by the Statutory Auditor in their report.
(b) There are no material changes and commitments 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.
(c) Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on 31st March, 2023 is available on the Companys website at
http://www.gpelindia.in/Annual%20Return.aspx
20. disclosure under sexual HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy is
uploaded and can be viewed on the Companys website
http://www.gpelindia.in/Download/Anti-Sexual%20Harassment%20Policy.pdf.
The Company has also formed an Internal Complaints Committee (ICC)
which is responsible for redressal of complaints related to sexual harassment and follows
the guidelines provided in the policy. The Company has filed Annual Report for calendar
year ended 2022 with District Collector and District Women and Child Development Officer.
The Company has not received any complaints on sexual harassment during
the year.
21. MANAGERIAL REMUNERATiON:
The information required under Section 197(12) of the Act read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are:
i. The ratio of remuneration of Mr. A. H. Mehta, Managing Director and
Mr. T.R. Kilachand, Executive Chairman with the median remuneration of the employees of
the company is 7.26 and 2.98 respectively.
ii. Increase in remuneration of Mr. A. H. Mehta, Managing Director is
21.29%, Mr. T.R. Kilachand, Executive Chairman is 9.05 %, Mr. H. H. Jani, Chief Financial
officer is 9%. and Ms. Nivedita Nambiar, Company Secretary and Compliance Officer is NIL.
iii. There is an increase of 12.76% in the median remuneration of
employees in the financial year.
iv. There are 34 permanent employees in the company.
v. Average increase in the salaries of employees other than the
managerial personnel is 13.64%.
vi. It is hereby affiirmed that the remunerations paid is as per the
remuneration policy of the company.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of
remuneration drawn and the name and other particulars of employees drawing remuneration in
excess of the limits set out in the said Rules are required to be part of the report.
However, there are no employees drawing remuneration as mentioned in rule 5(2) (i) (ii)
and (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The information of the top ten employees in terms of remuneration in
not sent along with this report. However, having regards to the provisions of Section
136(1) of the Act the said information is available for inspection. Any member interested
in obtaining such information may write to the Company Secretary, at the Registered office
or at gpel@kilachand.com and the same will be furnished on request.
22. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3), Schedule V of SEBI (LODR) Regulations,
2015, a separate report on Corporate Governance and a certificate from the Auditors of the
Company are annexed to this Report.
23. STATUTORY AUDITOR:
M/s. Mahendra N. Shah & Co., Ahmedabad bearing registration number
105775W, Chartered Accountants were re-appointed as statutory auditor of the Company for
the second term of five years at the 31st Annual General Meeting (AGM) held on 31st
August, 2020 to hold office upto the conclusion of 36th Annual General Meeting of the
Company to be held in the year 2025.
24. SECRETARIAL AUDITOR:
Complying with the provisions of Section 204 of the Companies Act, 2013
the Audit Committee has recommended and the Board of Directors have re-appointed Mr.
Tushar Shridharani, Company Secretaries, Mumbai, (Membership No. 2690 & C.P. No.
2190), being eligible and having sought appointment, as Secretarial Auditor of the company
to carry out the Secretarial Audit of the Company for the year ending 31st March, 2024 on
fees as may be mutually agreed.
The Secretarial Audit Report for FY 2022-23 is enclosed and marked as
"Annexure II", which is self explanatory.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has developed and implemented CSR Policy which was duly
approved by the Board. The CSR Policy can be assessed on the Companys website and web
link of the same is:
http://www.gpelindia.in/Download/Corporate%20Social%20Responsibilitv%20Policv.pdf
However, the provisions relating to CSR in accordance with section 135
of the Companies, Act read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are not applicable to the company for FY 2022-23.
26. CHANGE iN PROMOTER GROUP SHAREHOLDiNG:
Gujarat Industrial Investment Corporation Limited (GIIC), Promoter
Group has sold all their holdings in the Company. As on 31st March, 2023 they
are holding NIL equity shares in the Company. The Company has received application dated 3rd
May, 2023 from GIIC for declassification from Promoter group category. The Board has
approved in its meeting held on 10th May, 2023 for making an application with BSE for
reclassification of Promoters.
27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The Company has complied with the provisions of section 185 & 186
of the Act to the extent applicable, with respect to the loans and investments made.
During the year the Company has not given any loans, guarantees and there are no
outstanding loans or guarantees as on 31st March, 2023. The Company has not made any
Investments during the year ended 31st March, 2023 except in mutual funds.
28. MANAGEMENT DiSCuSSioN AND ANALYSiS:
The Managements Discussion and Analysis forms an integral part of this
report and gives detail of the overview, industry structure and developments, different
product groups of the Company, operational performance of its various business segments.
29. material CHANGES AND CoMMiTMENT AFFECTiNG FiNANCiAL PoSiTioN of THE
company:
There are no other material changes or commitments occurring after 31st
March 2023, which may affect the financial position of the company or may require
disclosure.
30. internal financial control:
The Company has adequate financial control system with reference to the
financial statements.
31. RiSK MANAGEMENT PoLiCY:
The Company has developed and implemented risk management policy which
identifies major risks which may threathen the existence of the Company. The same has also
been adopted by your Board and is also subject to its review from time to time.
32. SECRETARiAL STANDARDS:
The Company has in place proper system to ensure compliance with the
provisions of applicable Secretarial Standards (SS-1 & SS-2) issued by ICSI.
33. ACKNoWLEDGEMENT:
The Directors extend their sincere thanks to the State and Central
Government Authorities and Members for their co-operation and continued support during the
difficult times being experienced by Company.
Sincere thanks are also due to the management team and the staff for
their valuable contribution despite adverse circumstances being faced by the Company.
| Registered office: |
By Order of the Board of Directors |
| Plot No. B-18, Gandhinagar Electronic Estate, |
For Gujarat Poly Electronics Limited |
| Gandhinagar 382 024, Gujarat. |
|
| CiN:L21308GJ1989PLC012743 |
|
| Tel: 7935333658 |
|
| Email Id: gpel@kilachand.com |
T. R. Kilachand |
| Website: www.gpelindia.in |
Executive Chairman |
| Date: 10th May, 2023 |
|
| Place: Mumbai |
|
+91-9892691696
