Gujarat Carbon & Industries Ltd Directors Report.

Your Directors have pleasure in submitting their Thirty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review, along with previous year’s figures, is given hereunder:

Particulars FYE March FYE March
31, 2016 31, 2015
Net Sales /Income from Business Operations - -
Other Income 0.00 0.10
Total Income 0.00 0.10
Less: Interest 1.45 0.41
Profit before Depreciation (295.71) (11.08)
Less: Depreciation 0.88 0.88
Profit after depreciation and Interest (296.59) (11.95)
Less: Current Income Tax - -
Less: Previous year adjustment of Income Tax - -
Less: Deferred Tax - -
Less: Exceptional Item 7.05 -
Net Profit after Tax (296.59) (11.95)
Dividend (including Interim if any and final ) - -
Net Profit after dividend and Tax (296.59) (11.95)
Amount transferred to General Reserve - -
Balance carried to Balance Sheet (296.59) (11.95)

2. DIVIDEND

No Dividend was declared for the current financial year due to loss incurred by the Company.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company did not carry out any production activity.

The management is in the process of working out possible business alternatives which may be profitably pursued by the company.

5. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Reg. 34 (2) of SEBI (LODR) Regulations, 2015, is presented in Annexure I to this report.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company has not carried on any production or related operational activities, the information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable. The Company has neither earned nor spent any foreign exchange during the reporting period.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Considering the absence of production operations following closure of its plant, the Company has not devised any risk management policy for the time being.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Board has appointed Mr. M. Buha (Practising Company Secretary, C.P. No. 10487), to conduct the Secretarial Audit for the financial year 2015-16. The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Statutory Auditors and the Secretarial Auditor in their respective reports furnished as Annexure II and III are attached to this report. Secretarial Audit Report is given in Annexure IIIA.

13. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company’s 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 is set out below:

• General understanding of the Company’s business dynamics

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out his duties and responsibilities effectively.

• Eligibility as per applicable laws, rules and regulations and the Listing Agreement, including criteria of independence where applicable

• Remuneration to Directors is as recommended by the Nomination and Remuneration Committee, approved by the Board / Shareholders as applicable and within the limits specified under the Companies’ Act, 2013 and the rules made there under. Due consideration is also given to the existing size and complexity of the Company’s operations and its financial situation.

14. 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 furnished in Annexure IV attached to this Report.

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had five Board meetings during the financial year under review.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

(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 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 prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

(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.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. DIRECTORS

Shri R. P. Ganti (DIN: 01877314) retires at this Annual General Meeting and being eligible offers himself for reappointment.

20. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. STATUTORY AUDITORS

M/s Ramanlal G. Shah & Co, Chartered Accountants, were appointed as Statutory Auditors for a period of one year in the Annual General Meeting held on October 23, 2015 and will retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office if re-appointed. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. You are requested to appoint them and authorize your Directors to fix their remuneration.

22. RISK MANAGEMENT POLICY

Members are requested to refer to paragraph ‘8’ above.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

a. Shri H. A. Patel, Independent Director – Chairman of the Committee

b. Shri Sumit Jhunjhunwala, Independent Director

c. Ms Savita Acharya, Independent Director

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

24. SHARES a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

25. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
R. P. Ganti M. C. Nalwaya
Director Director
Date: July 20, 2016
Place: Mumbai