Guj. Petrosynth. Director Discussions


To

The Members,

Gujarat Petrosynthese Limited

Address: 24, II Main, Phase 1, Doddanekkundi Industrial Area,

Mahadevapura, Bengaluru - 560048

Your Directors have pleasure in presenting the 46th Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31,2023.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Companys performance during the year ended March 31,2023 as compared to the previous financial year, is summarized below:

(Amt ln ‘000)

Consolidated
Particulars For the year ended
March 31, 2023 March 31, 2022
Revenue from Operations 1,95,515 3,00,193
Other Income 25,413 18814
Total Income 2,20,929 319007
Total Expenses (2,00,002) (2,94,555)
Profit/(Loss)before extraordinary items & Tax 20,927 24452
Profit on extraordinary items 1,242 -
Profit/ (Loss) before tax 19,685 24452
Less:
1. Current lax 4,278 480
2. Tax adjustment of earlier years (net) (33) (935)
3. Deferred !ax 1,586 5533
Profit/(Loss) for the year 13,854 19375
Other comprehensive income (OCI):
Items that will not be reclassified to profit or loss:
"T Re-measurement gains/(losses) on defined benefit plans
Income tax effect on above - -
Total Other Comprehensive Income (OCI) for the year, net of tax expense

-

-

Total Comprehensive Income/ (Expense) for the year - -
Earnings per equity shares (Face Value of Rs.10/- each)
Basic and Diluted earnings per share 2.32 3.25
APPROPRIATION (Amt ln ‘000)
Interim Dividend NIL NIL
Final Dividend NIL NIL
Tax on distribution of dividend NIL NIL
Transfer of General Reserve NIL NIL
Balance carried to Balance sheet 13,854 19,375

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to the Manufacture of polymer alloys and blends.

There was no change in nature of the business of the Company, during the financial year under review.

c. PERFORMANCE & FUTURE OUTLOOK:

The current year witnessed a fall in sales from 1813 MT in 2021-22 to 941 MT in 2022-23 with the revenue from sales decreasing from 30.01 crore rupees to 19.55 crore rupees. This was due to a major customer phasing out our product by internally changing their manufacturing process. However, the company is continuing its efforts to cover this huge impact on its sales by engaging in varied projects with different customers. One of the major thrusts has been in the automobile field in supplying product to the e vehicles sector as well as to the safety equipment industry . Besides this, the company is continuing to offer a variety of products in the electrical and consumer product sectors. The company has ended the year with a profit after tax of Rupees 1.38 crores compared to Rupees 1.93 crores the previous year. The company is investing in modernizing its plant and equipment which will help in developing newer products for its clients.

d. SUBSIDIARY COMPANY, ASSOCIATES AND JOINT VENTURES:

During the financial year 2020-21, the Company had filed a Scheme of Merger between Gujarat Polybutenes Private Limited (GPPL) and the Company, which inter-alia aimed at synergy in operations, greater financial strength and improvement in the position of the merged entity post completion. The Appointed Date for the Scheme is July 01,2020.

The merger was approved by the Honourable National Company Law Tribunal (‘NCLT), Mumbai bench on April 20, 2022 and the, Bengaluru Bench on September 29, 2022.

All the necessary filings of the e-forms, Stock Exchange Intimations have been given by the Company in timely manner.

Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

e. DIVIDEND:

With a view to conserve resources, your directors have thought it prudent not to recommend any dividend for the financial year under review.

f. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years.

Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, the transfer of unpaid dividend to Investor Education and Protection Fund (IEPF) is not applicable to the Company for FY 2022-23 and no amount is lying in Unpaid Dividend A/c of the Company.

g. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves during the year.

h. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions which can be accessed through web link - https:// gpl.in/admin/uploads/Related%20Partv%20Transaction%20Policv.pdf

All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions were placed before the Audit Committee for their noting/approval every quarter.

There were no materially significant transactions with related parties (i.e., transactions exceeding 10% of the annual consolidated turnover) that may have potential conflict with the interests of your Company at large entered into during the year as per the last audited financial statements.

Further, all related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to the Notes to the financial statements which sets out the disclosure for related party transactions.

None of the Directors and the KMPs has any pecuniary relationships or transactions vis-a-vis the Company.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure II" which forms part of this Report.

k. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

There were no additional Loans and Guarantees made by the Company under Section 186 of the Companies Act, 2013 during the period under review.

The details of the existing investments made by the Company under Section 186 of the Companies Act, 2013 are given in the Notes to the standalone financial statements for the financial year ended March 31, 2023.

l. DETAILS OF MATERIAL CHANGES FROM END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There is no material change affecting the financial position of your Company which occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report.

m. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of your Company. The detailed Nomination and Remuneration Policy is contained in the Corporate Governance Section of the Annual Report.

Your Companys Board has 5 (Five) Directors comprising of 2 (Two) Managing Director, and 3 (Three) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

a. Board of Directors:

i. Appointment

No appointment of any director was made in the Company during the year under review.

ii. Re-appointment

No re-appointment of any director was made in the Company during the year under review.

iii. Resignation / cessation

No resignation/cessation of any Director was made in the Company during the year under review.

iv. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, none of the Independent Directors is liable to retire by rotation.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Charita Thakkar(DIN: 00321561), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. The said Director is not disqualified from being reappointed as a Director of a Company.

v. Key Managerial Personnel:

i. Appointment

Mr. Sagar Pahariya was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. November 14, 2022 by the Board of Directors at their meeting held on November 14, 2022.

ii. Resignation

Mr. Divyaraj Chandwaskar, Company Secretary of the Company ceased to be the Company Secretary of the Company w.e.f. November 07, 2022 due to personal reasons.

vi. Declarations by Independent Directors:

All the Independent Directors have confirmed that they meet the criteria of independence as laid down under the Act and Listing Regulations. They have declared that they do not suffer from any disqualifications specified under the Act. In terms of Regulation 25 (8) of SEBI Listing Regulations they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Also, all the Independent Directors are registered on the on-line database of Independent Directors by the Indian Institute of Corporate Affairs, Manesar ("IICA").

vii. Remuneration / Commission Drawn from Holding / Subsidiary Company:

The Company does not have any Holding Company and none of the Directors have drawn any remuneration/commission from Subsidiary Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board of Directors met Four (4) times during the financial year ended 31st March 2023 on 30th May, 2022, 12th August, 2022, 14th November, 2022, and 10th February, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Name of Directors Number of meetings that members were eligible to attend during financial year 2022-23 Board Meetings attended
Ms. Urmi Prasad 4 4
Ms. Charita Thakkar 4 4
Mr. V Raghu 4 4
Mr. Rajesh Parikh 4 4
Mr. M. D. Garde 4 4

Your Directors state that applicable Secretarial Standards (‘SS), i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs of India have been duly followed by the Company.

a. Audit Committee:

The details including the composition of the Audit Committee including attendance at the Meetings and Terms of Reference are included in the Corporate Governance Report, which forms part of the Annual Report.

b. Nomination and Remuneration Committee:

The details including the composition of the Nomination & Remuneration Committee including attendance at the Meetings and Terms of Reference are included in the Corporate Governance Report, which forms part of the Annual Report.

c. Stakeholders Relationship Committee:

The details including the composition of the Stakeholder Relationship Committee including attendance at the Meetings and Terms of Reference are included in the Corporate Governance Report, which forms part of the Annual Report.

d. Vigil Mechanism Policy for the Directors and Employees:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the listing Regulations, framed a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The policy is also uploaded on the website of the Company. The path of the same is as follows: https://www.gpl.in/admin/uploads/Vigil%20Mechanism%20Policv.pdf

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

e. Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

f. Corporate Social Responsibility Policy:

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company.

g. Annual Evaluation of Directors, Committee and Board:

Pursuant to the Section 134(3)(p) of the Companies Act, 2013 as amended from time to time and Regulations 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, The Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration and Stakeholders Relationship Committee.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out by feedback survey from each Director covering the Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Observations Of Statutory Auditors on Accounts for The Year Ended March 31, 2023:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31,2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. Secretarial Audit Report for The Year Ended March 31, 2023:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandate the Company to obtain Secretarial Audit Report from Practicing Company Secretary.

M/s. J.J. Gandhi & Associates, Practicing Company Secretaries had been appointed to issue the Secretarial Audit Report for the financial year 2022-23.

Secretarial Audit Report issued by M/s. J.J. Gandhi & Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2022-23 is annexed hereto and marked as "Annexure-I". The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board of Directors, has re-appointed M/s. J.J. Gandhi & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the Financial Year 2023-24 in accordance with Section 204 of the Companies Act, 2013.

c. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Dayal & Lohia, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 45th AGM held on September 29, 2022 for a term of five financial years and they continue to be the Statutory Auditors of the Company till the conclusion of the ensuing 50th AGM.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The amended provision of Section 139(1) of the Companies Act, 2013, has dispensed with the ratification of appointment of Statutory Auditors each year by the Members.

d. Internal Auditors:

The Company has adopted an internal control system, commensurate with its size. The Company had appointed M/s. Krishna & Vishwas LLP as the Internal Auditors of the Company for FY 2022-23 to complete the internal audit.

Further, the Board of Directors in their meeting held on August 09, 2023 has reappointed M/s Krishna & Vishwas LLP, as the Internal Auditor of the Company for the financial year 2023-24. The Company ensures compliance and controls so that the assets and business interests of your Company are adequately safe guarded.

e. Maintenance of Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

f. Reporting of Frauds by Statutory Auditors Under Section 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

5. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance front forms part of this Annual Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as "Annexure - III".

7. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company is provided in "Annexure- IV".

8. SECRETARIAL:

a. Share Capital:

Authorised Share Capital

The Authorised Share Capital of the Company is Rs. 18,00,00,000/- divided into 1,40,00,000 Equity Shares of Rs.10/- each and 40,00,000 5% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each.

Issued, Subscribed and Paid-up Share capital

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 5,96,91,660/- as at March 31, 2023 comprising of 59,69,166 Equity Shares of Rs. 10 each fully paid-up. There was no change in Share Capital during the year under review.

b. Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

c. ANNUAL RETURN:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, the Annual Return of your Company in form MGT-7 for the Financial Year 2021-22, is hosted on the website of your Company and the web-link of the same is as mentioned below, i.e., https://gpl.in/mgt-7.php

9. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Disclosure of Orders Passed by Regulators or Courts or Tribunal:

The Company had filed a merger application for the merger between Gujarat Petrosynthese Limited (‘Transferee Company) and Gujarat Polybutenes Private Limited (‘Transferor Company) with the Honourable National Company Law Tribunal (‘NCLT), Bangaluru bench and Mumbai bench. The merger was approved by Mumbai Bench on April 20, 2022 and by Bengaluru Bench on September 29, 2022.

b. Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3)(c) of the Companies Act, 2013:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2023 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

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

f. the internal financial controls are followed by the Company and such internal financial controls are adequate and were operating effectively.

c. Disclosure Regarding Internal Complaints Committee:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There has been no complaint received from any of the employees of the Company during the year under review.

d. Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. Disclosure Under Section 54(1)(d) Of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. Disclosure Under Section 62(1)(b) Of the Companies Act,2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. Disclosure Under Section 67(3) Of the Companies Act,2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. Certifications/Recertifications:

Your Company is certified for Standard ISO 9001:2015 & ISO 14001:2015.

i. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

j. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

k. Acknowledgements and Appreciation:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.