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.
+91-9892691696
