Gujarat Foils Ltd Directors Report.

To,

The Shareholders,

Your Directors have pleasure in presenting to you this 25th Annual Report of your Company together with the Audited Accounts for the Financial Year ended on 31st March, 2017.

FINANCIAL RESULTS

Your Companys financial performance during the year has been summarized below:

Particulars Year Ended 31st March, 2017 Year Ended 31st March, 2016
Gross Income from Operations 30130.38 47030.73
Less: Excise Duty (1697.03) (1805.41)
Net Income from Operations 28433.35 45225.31
Profit before Depreciation, Finance cost and Taxation (453.24) 4430.44
Less: Depreciation and Amortization 815.00 969.61
Profit before Finance cost and Taxation (1268.24) 3460.83
Less: Finance Cost 2793.86 3358.03
Profit before Taxation (4062.10) 102.80
Tax Expense
- Current Tax - -
- Deferred Tax 147.80 258.56
- Earlier Years - -
Profit after Taxation (4209.91) (155.76)

REVIEW OF OPERATIONS/STATE OF COMPANYS AFFAIRS

During the year under review, the Companys Net Income from operations stood at Rs 28433.35 Lakhs as compared to Rs 45225.31 Lakhs in the previous year, thereby registering a downfall. Profit before Tax was Rs (4062.10) Lakhs as compared to Rs 102.80 Lakhs . The Company has incurred huge loss due to valuation of stock at net realisable value. There is no change in the nature of business during the financial year 2017.

DIVIDEND

In view of huge losses incurred during the year, the Board of Directors has not recommended any Dividend.

SHARE CAPITAL

During the year under review, there is no change in the paid-up share capital of the Company which stands at Rs 3320.18 Lakhs comprising of 82,01,810 equity shares of Rs 10/- each fully paid up and 2,50,00,000 10% Non-Convertible, Non-Cumulative, Redeemable preference shares of Rs 10/- each. As on March 31,2017, 97.4% of the total paid-up capital of the Company stands in the dematerialized form.

TRANSFER TO RESERVES

The Company has proposed not to transfer any amount to General Reserve due to loss in the Current Year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of Loans, Guarantees and Investments are covered under section 186 of the Companies Act, 2013, have been discussed in the Notes to the Financial Statements.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance sheet.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at http://www.guiaratfoils.com/investors. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

No Related Party Transactions were entered during the year under review by the Company. Accordingly, the disclosure of Related Party T ransactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC -2 is not applicable.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company, Joint Venture and Associate Company.

DIRECTORSRs RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed and there are no material departures;

b. They have selected such accounting policies and applied them consistently and made iudgments 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 as on 31st March, 2017 and of the profit/loss of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the financial year 2016-17.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Mr. Abhay Lodha (DIN 00052194) Director of the Company is liable to retire by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment.

2. Mr.Prasenjit Promode Datta, (DIN 00013414) Whole Time Director of the Company resigned with effect from 7th February, 2017 due to his personal and pressing needs.

3. At the meeting held on 7th February, 2017, the Board on recommendation of Nomination and Remuneration Committee, appointed Mr. Kamal Kishore Indoria as Additional Director and at the same meeting, he has been appointed as Whole Time Director of the Company, subject to approval of the members at the ensuing Annual General Meeting.

Proposal to appoint Mr. Kamal Kishore Indoria as Whole Time Director forms part of Notice of ensuing Annual General Meeting.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Kamal Kishore Indoria, Whole Time Director, Mr. Jitendra Jain, Chief Financial Officer and Mr. Rahul Singh, Company Secretary.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

POLICY ON DIRECTORSRs APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on DirectorsRs appointment including criteria for determining qualifications, positive attributes and independence of a director as well as policy relating to remuneration of Key Managerial Personnel and other employees and other matters provided in Section 178(3) of the Act, is available on Companys website at http://www.guiaratfoils.com/investors.

AUDIT COMMITTEE AND VIGILANCE MECHANISM

The Audit Committee comprises of Mr. Satish Chandra Gupta, Mr. Viresh Shankar Mathur and Mr. Jagnnath Pandharinath Dange. The other details pertaining to Audit Committee are included in the Corporate Governance Report, which forms part of this report. There has been no instance of non-acceptance of recommendation of Audit Committee by the Board.

The Board of Directors has established vigil mechanism in the form of Whistle Blower Policy to enable directors and employees to make written Protected Disclosures (as defined in the policy) to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases for investigation. The policy provides for adequate protection for whistle blowers and victimization of complainants and also provides for initiation of disciplinary or corrective action. This functioning of vigil mechanism is periodically reviewed by the audit committee. Your Company has posted the Vigil Mechanism/ Whistle Blower Policy on its website http://www.guiaratfoils.com/investors.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder M/s H.R. Agarwal & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company (having Firm Registration no. 323029E) from the conclusion of the 22nd Annual General Meeting of the Company held on 29th September, 2014 till the conclusion of the 27th Annual General Meeting to be held in the year 2019, subject to ratification of their appointment at ensuing Annual General Meeting.

COST AUDITORS

Pursuant to Section 148(3) of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee had appointed M/s S. K. Agarwal & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2016-2017 for conducting the audit of cost records.

The Board of Directors has re-appointed M/s. S. K. Agarwal & Associates as Cost Auditors for the Financial Year 2017-18 to conduct the audit of cost record and they have confirmed that their appointment, is within the limits of section 141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 148(5) read with Section 139 and Section 141(3) of the Companies Act, 2013. Their remuneration approved by the Board, is recommended for ratification by the member at the ensuing Annual General Meeting.

SECRETARIAL AUDITORS

During the year, Secretarial Audit was carried out by M/s. Umesh Ved & Associates, Company Secretaries and Secretarial Auditor of the Company for the financial year 2016-17. Secretarial Audit Report as required under the provisions of Section 204 under the Companies Act, 2013 is annexed herewith as Annexure A and the report of the Auditor is self-explanatory.

AUDITORSRs OBSERVATIONS

The observations in the Auditors Report read with notes to accounts at appropriate place are self-explanatory.

As regards to the observations of Secretarial Auditor with regard to the late filing of couple of forms the directors hereby confirm that the default made was only of technical nature and the default has been made good by filing the respective forms with additional filing fees.

RISK MANAGEMENT

The Company has the risk assessment and mitigation procedures in place and the same have been laid before the Board members from time to time.

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Corporate Social Responsibility (CSR) Policy in compliance with section 135 of the Companies Act, 2013 and the said policy may be accessed on the website of the Company http://www.guiaratfoils.com/investors. The annual report on the Corporate Social Responsibility (CSR) Policy of the Company as per format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended as Annexure B to this Report.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE AUTHORITY

There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

PARTICULARS OF EMPLOYEES

The employer employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure D to this Report.

During the year under consideration, there were no employees, whose particulars are required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There was no complaint received from any employee during the financial year 2016 -17 and hence no complaint is outstanding as on 31st March, 2017 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance duly certified regarding compliances of its conditions by the Statutory Auditors M/s H.R. Agarwal & Associates, Chartered Accountants, is presented in a separate section forming part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is appended as Annexure E to this Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation for Investors, Shareholders and Employees of the Company for their continued support towards conduct and operations of the Company.

Your Directors also wish to express their sincere gratitude to the Union Government and the Government of various States, as also to all the Government agencies, Banks, Financial Institutions, Customers, Vendors and other related organizations, who, through their continued support and cooperation, have contributed towards the Companys growth and progress during the year under review.

For and on behalf of the Board of Directors
Sd/-
Place: Mumbai ABHAYNARENDRALODHA
Date: 29th May, 2017 CHAIRMAN
DIN 00052194