Dear Shareholders,
Your Directors present the 37th Annual Report together with the Audited Statement of
Accounts for the year ended on 31st March, 2023.
1. FINANCIAL RESULTS:
The summary of Financial Results of the Company for the year under review along with
the figures for previous year is as follows:
(R s. In Lakhs)
|
Standalone |
| Particulars |
2022-23 |
2021-22 |
| Total Revenue |
4138.87 |
3854.58 |
| Less: Operating and other Admin Expense. |
3775.86 |
3595.33 |
| Profit Before Depreciation, Interest and Tax |
363.01 |
259.25 |
| Less: Depreciation |
128.03 |
97.08 |
| Less: Finance Costs |
106.19 |
31.68 |
| Profit Before Tax and Exceptional Items |
127.79 |
130.49 |
| Exceptional Items |
- |
- |
| Profit Before Tax |
127.79 |
130.49 |
| Less: Current Tax |
20.00 |
17.71 |
| Less: Earlier Year Tax |
5.07 |
0.95 |
| Less: Deferred Tax |
- |
- |
| (Excess) / Shortfall in provision for current tax for earlier years |
- |
- |
| Less: Minority Interest |
- |
- |
| Profit After Tax & Minority Interest |
102.72 |
111.83 |
| Earnings Per Equity Share |
|
|
| Basic |
1.90 |
2.07 |
| Diluted |
1.90 |
2.07 |
2. DIVIDEND:
With a view to conserve the resources for expansion of the business activities and
working capital requirements of the Company, the board of directors of the company have
not recommended any dividend for the year under review.
3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:
Your director report that during the year under review, in spite of economic slowdown
the Company has recorded total sales of Rs. 4138.87 Lakhs as compared to Rs. 3854.58 Lakhs
for the financial year ended on 31st March, 2022. The Profit before tax for the period
under review is Rs. 127.79 Lakhs as compared to Rs. 130.49 Lakhs in the previous year
2021- 22. The Profit after tax during the year under review is Rs. 102.72 Lakhs as against
Rs. 111.83 Lakhs in the previous year 2021- 22.
4. MATERIAL CHANGES, TRANSACTION AND COMMITMENT/CHANGE IN THE NATURE OF BUSINESS, IF
ANY:
There is no change in the nature of the business of the Company for the year under
review. There were no significant or material order was passed by the Regulators or Courts
or Tribunals which impact the going concern status and Companys operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
MDA, for the year under review, is presented in a separate section, which forms part of
the Annual Report.
5. SHARE CAPITAL:
During the year under review, the Company has not increased its paid up capital. The
paid up equity share capital of the Company as on 31st March, 2023 is Rs. 5,40,45,000/-.
During the year under review, the company has neither issued share with differential
voting rights nor granted stock options or sweat equity.
6. TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserves for the current
reporting period. An amount of 102.72 Lakhs is proposed to be retained in the Statement of
Profit and Loss of the Company.
7. EXTRACT OF THE ANNUAL RETURN:
The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - A.
8. BOARD MEETINGS HELD DURING THE YEAR:
During the year, Nine Board meetings were held, with gap between Meetings not exceeding
the period prescribed under the Companies Act, 2013.
Board meeting dates are finalized in consultation with all directors and agenda papers
backed up by comprehensive notes and detailed background information are circulated in
advance before the date of the meeting thereby enabling the Board to take informed
decisions.
| Sr. No. |
Date on which board Meetings were held |
Total Strength of the Board |
No of Directors Present |
| 1 |
05/04/2022 |
4 |
4 |
| 2 |
15/05/2022 |
4 |
4 |
| 3 |
30/05/2022 |
4 |
4 |
| 4 |
08/08/2022 |
4 |
4 |
| 5 |
07/09/2022 |
4 |
4 |
| 6 |
30/09/2022 |
4 |
4 |
| 7 |
14/11/2022 |
4 |
4 |
| 8 |
10/02/2023 |
4 |
4 |
| 9 |
15/03/2023 |
4 |
4 |
ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:
| Sr. No. |
Name of Directors |
No. of Meeting Held |
No. of Meeting Attended |
| 1. |
Mr. Pradeep Bhutoria |
9 |
9 |
| 2. |
Mrs. Sushma Bhutoria |
9 |
9 |
| 3. |
Mr. Abhishek P Bhutoria |
9 |
9 |
| 4. |
Mr. Anuj JayJayRam Purohit |
9 |
9 |
9. SUBSIDIARY COMPANIES:
The Company does not have subsidiary company, joint venture or associate companies
during the year. There is no company which has ceased to be Companys subsidiary, joint
venture or associate company during the year.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board consists of Executive and Non-executive Directors including no Independent
Directors who have wide and varied experience in different disciplines of corporate
functioning.
Mrs. Pradeep Kumar Bhutoria, Director, retires by rotation at the forthcoming Annual
General Meeting, and being eligible offers himself for re-appointment.
Apart from this, there were no changes in the Directors or Key Managerial Personnel
during the year under review.
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164 of the Companies Act, 2013.
11. INDEPENDENT DIRECTORS FAMILIARIZATION PROGRAMME:
Independent Directors at the time of their appointment are given the formal appointment
letter mentioning various terms and conditions of their engagement. Independent Directors
of the company are made aware of their role, duties, rights and responsibilities at the
time of their appointment.
Independent Directors have visited the plants of the company for understanding of
manufacturing operations and different processes of their plants.
The Board of Directors has complete access to the information within the company and to
interact with senior management personnel. Independent Directors have freedom to interact
with the management of the company.
The Familiarization programme has been conducted during the year under review and
different aspects such as legal compliance management, corporate governance and role of
independent directors have been covered in the same.
12. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared
after taking into consideration the various aspects of the Boards functioning,
composition of the Board and its
Committees, culture, execution and performance of specific duties, obligations and
governance.
The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by separate
meeting held by the Independent Directors. The Board of Directors expressed their
satisfaction with the evaluation process.
13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board, on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining Qualifications, Positive Attributes and Independence
of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and
senior management.
14. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
There is no separate meeting of Independent Director held in financial year 2022-23..
15. AUDITORS:
a) STATUTORY AUDITORS:
M/s. A.N. Ruparel & Co., Chartered Accountants (Firm Registration Number: 113413W)
were appointed as Statutory Auditors of the Company for a period of 5 (Five) years from FY
2020
21 to 2024 25 at the Extra Ordinary General Meeting held on January 04, 2021. In view
of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to
ratify the appointment of the Statutory Auditor at every Annual General Meeting. Hence,
the item of ratification of appointment of Statutory Auditor is not considered in this
Annual General Meeting. In view of the same M/s. A.N. Ruparel & Co., Chartered
Accountants will continue to act as Statutory Auditors of your Company for Financial Year
2023-24.
b) SECRETARIAL AUDITORS:
Mr. CS Himashu Maheshwari, Practicing Company Secretaries is appointed to conduct the
secretarial audit of the Company for the financial year 2022-23, as required under Section
204 of the Companies Act, 2013 and Rules thereunder. Your Company has received consent
from Mr. Himanshu Maheshwari to act as the auditor for conducting audit of the Secretarial
records for the financial year ending 31st March, 2023. The secretarial audit report for
FY 2022-23 forms part of the Annual Report as ‘Annexure B to the Boards report.
16. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are
operating effectively so as to ensure orderly and efficient conduct of business
operations.
The Company has appointed Mr. Devansh Shah, as Internal Auditors of the Company. The
Audit Committee in consultation with the internal auditors formulates the scope,
functioning, periodicity and methodology for conducting the internal audit. The internal
auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and
adequacy of internal control systems in the Company, its compliance with operating
systems, accounting procedures and policies at all locations and submit their periodical
internal audit reports to the Audit Committee. Based on the internal audit report and
review by the Audit committee, process owners undertake necessary actions in their
respective areas. The internal auditors have expressed that the internal control system in
the Company is robust and effective.
The Board has also put in place requisite legal compliance framework to ensure
compliance of all the applicable laws and that such system is adequate and operating
effectively.
17. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the Corporate
Governance Report, which forms part of this report.
18. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013. :
There has been no complaint related to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, during the year.
19. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT:
At present the company has not identified any element of risk which may threaten the
existence of the company.
The Board has formulated Policy on Risk Management and the same is uploaded on the
Companys website at www.griltarp.com.
20. VIGIL MECHANISM:
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the
employees and Directors to report genuine concerns and irregularities, if any in the
Company, noticed by them. The same is reviewed by the Audit Committee from time to time.
21. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:
Details of Related Party Transactions and Details of Loans, Guarantees and Investments
covered under the provisions of Section 188 and 186 of the Companies Act, 2013
respectively are given in the notes to the Financial Statements attached to the Directors
Report.
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arms length basis. During the year, the
Company had not entered into any transactions with related parties which could be
considered as material in accordance with the policy of the Company on materiality of
related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Companys website at
www.griltarp.com .
22. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report and statement of particulars of employees is annexed as Annexure
C & D.
23. LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments, if any covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
24. DEPOSITS:
Your Company has not accepted any deposits from the public falling within the purview
of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.
25. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors confirm:
a. that in the preparation of the annual accounts for the year ended 31st March, 2023,
the applicable Accounting Standards had been followed along with proper explanation
relating to material departures, if any;
b. that the directors had selected 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 ended
31st March 2023 and of the profit of the Company for that period;
c. that 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. that the annual accounts/financial statements have been prepared on a going concern
basis;
e. that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f. That 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.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
A statement containing the necessary information on conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed to this report as
Annexure - E.
27. CORPORATE GOVERNANCE:
As per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, report on "Corporate Governance" is
attached and forms a part of
Directors Report. A Certificate from the Chartered Accountant regarding compliance of
the conditions of Corporate Governance as stipulated under the Listing Regulation is
annexed to this Report.
28. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, there have been no material changes and
commitments which can affect the financial position of the Company occurred between the
end of the financial year of the Company and date of this report.
29. LISTING OF SHARES OF THE COMPANY
The equity shares of the Company are actively traded on both BSE Ltd. and National
Stock Exchange of India Ltd.
30. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators / Courts /Tribunals
which would impact the going concern status of the Company and its future operations.
31. ESTABLISHMENT OF CSR POLICY AND RELATED DISCLOSURE / COMPLIANCES
The Company does not cross the threshold limit provided under Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 relating to Corporate Social Responsibility, and hence CSR is not applicable
to the Company.
32. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
The Statutory Auditors have not reported any incident of fraud to the Board of
Directors of the Company.
33. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.
34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
As Company has not done any one time settlement during the year under review hence no
disclosure is required.
35. ACKNOWLEDGEMENT:
Your Directors express their sincere gratitude for the assistance and cooperation
extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers,
Customers and Stakeholders.
Your Directors also wish to place on record their appreciation of the contribution made
by the employees at their level towards achievements of the Companies goals.
By order of the Board of Directors For Gujarat Raffia Industries Limited
|
Sd/- |
| Date: 29th Septmeber, 2023 |
Pradeep Bhutoria |
| Place: Santej |
Chairman & Managing Director |
| DIN:-00284808 |
DIN:-00284808 |
+91-9892691696
