DIRECTORS' REPORT To, The Members, GUJCHEM DISTILLERS INDIA LIMITED Your Directors are pleased to present herewith the 76th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2015. DIVIDEND: Your Directors regret their inability to recommend dividend for the year under review. TRANSFER TO RESERVE: During the year, the Company has not transferred any amount to Reserves. OPERATIONS / STATE OF COMPANY'S AFFAIRS: During the year under review, your Company achieved revenue from operation of Rs. 36.16 Lac (previous year Rs. 40.82 Lac) and has incurred net loss of Rs. 46.41 Lac (Previous year loss of Rs. 22.65 Lac) after providing Depreciation and Amortization of Rs. 8.18 Lac (Previous year Rs. 6.05 Lac). PERFORMANCE OF THE COMPANY & FUTURE PROSPECTS: The company has been able to generate revenue by undertaking commission based operations during the year under review. The management is exploring various alternatives forthe manufacture of the products for which Company has technical knowhow. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION: There were no material changes affecting the financial position of the Company occurred between the end of financial year to which the statement relates and the date of Directors' Report. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT: In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussions & Analysis Report forms part of the Corporate Governance report annexed to this report. DEPOSITS: The Company has not accepted or renewed any deposits from public falling within the purview of Section 73 of Companies Act, 2013 during the financial year 2014-15. CORPORATE SOCIAL RESPONSIBILITY: Your Company does not fall under the criteria mentioned in the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the constitution of CSR Committee is not applicable and accordingly the Company is not required to spend any amount in CSR Activity. DIRECTORS: Shri Manish Navnitlal, ceased to be the Director of the Company w.e.f. December 13, 2014 on account of Death. Shri Ashwini R. Devpura, has also tendered his resignation from the office of Director of the Company w.e.f. March 31, 2015. The Board wishes to place on record its sincere appreciation for the services rendered by them during theirtenure. Smt. Devika Navnitlal was appointed as the Managing Director of the Company w.e.f. 16-01-2015 and she ceased to be the Managing Director of the Company w.e.f. 15-04-2015. The Board appointed Smt. Hem Manish as an Additional Director of the Company w.e.f. 16-04-2015 and also appointed her as the Managing Director of the Company on even date, subject to approval of the members in the ensuing Annual General Meeting for a period of three years. . Smt. Devika Navnitlal, Director (DIN: 00520812) will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. KEY MANAGERIAL PERSONNEL: The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows: 1. Smt. Hem Manish, Managing Director 2. Ms. Tatu Arvind, Chief Financial Officer EXTRACT OF THE ANNUAL RETURN: Extract of the Annual Return as on 31st March, 2015 in the prescribed form MGT- 9, pursuantto provisions of Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules 2014, is annexed to this report as Annexure I. CORPORATE GOVERNANCE REPORT: As per Clause 49 of the listing agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' certificate thereon is attached to this report. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the Directors' responsibility Statement, the Directors Confirms that: i. in the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures; ii. they have 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 loss of the Company for the financial year; iii. they have taken proper and sufficient care to the best of their knowledge and ability forthe maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. NUMBER OF BOARD MEETINGS: During the year the Board of Directors duly met five (5) times. The details of the Board Meetings are provided in the Corporate Governance Report which is annexed to this Report. DECLARATION BY INDEPENDENT DIRECTORS: The Independent directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 read with Rules framed there under. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDEPENDENT DIRECTORS: Pursuant to the provisions of Companies Act, 2013 and Clause 49 of listing agreement and on recommendation of Nomination and Remuneration Committee (NRC), the Board of Directors of the Company has laid down the criteria for evaluation of its own performance, its Committees and individual Directors including independent Directors. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the director being evaluated. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: Pursuantto the requirements of Section 134 and 178 of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and other employees is attached as Annexure II to this report. SECRETARIAL AUDIT REPORT: M/s. Parikh Dave & Associates, Practicing Company Secretaries, were appointed as secretarial Auditors of the Company for the financial year 2014-15 pursuantto the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure III to this report. There are no qualifications or observations or remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors. CONTRACTS OR AGREEMENTS WITH RELATED PARTIES: The Company has not entered into any Related Party Transaction falling within the purview of Section 188 of the Companies Act, 2013 and the rules framed there under. And hence the Company is not required to report under this head. The Board has approved policy on Related Party transactions &the same has been uploaded on the webiste i.e. www.gujchemdistillers.com DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: Details pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV to this report. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY: The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures etc. The management is taking further steps to strengthen the internal control system. RISK MANAGEMENT POLICY: The Company has structured risk management policy as perthe requirements of Listing Agreement entered with the Stock Exchanges. The Risk management Policy is designed to safeguard the organization from various risks through timely actions. It is designed to mitigate the risk in order to minimize the impact of the risk on the Business. In the opinion of the Board there has been no identification of element of Risk that may threaten the existence of the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013: Details of loans, guarantees & investments made if any, are disclosed in the notes forming partofbalance sheet. STUTORY AUDITORS: M/s. Sharp & Tannan, Chartered Accountants, (FRN: 109982W) Statutory Auditors of the Company retires at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting. AUDITORS'OBSERVATIONS: There Auditors' Report to the Shareholders for the year under review, does not contain any qualification / observation. COMPOSITION OF AUDIT COMMITTEE: For details, kindly refer the Corporate Governance Report annexed to this Report. VIGIL MECHANISM : Pursuant to provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Board of Directors has approved the Policy on Vigil Mechanism/Whistle Blower Policy. Through this policy Directors, Employees or business associates may report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company's code etc. to the relevant authority including Chairman of the Audit Committee. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: 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 furnished below: FOREIGN EXCHANGE EARNINGS AND OUTGO : Foreign Exchange earnings equivalent to Rs. Nil (Previous Year Rs. Nil) Out go of foreign exchange equivalent to Rs. Nil (Previous Year Rs. Nil) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: The Company has not received any order passed by any regulatory authority, court or tribunal which is significant or material in nature & which shall affect the going concern status of the Company's operations. INDUSTRIAL RELATIONS: The Company has maintained cordial relations with the employees of the Company throughout the year. The Directors wishes to place on record sincere appreciation forthe services rendered by the employees of the Company during the year. ACKNOWLEDGEMENT: The Board acknowledge with thanks the overall support extended by the shareholders, employees, suppliers and customers. For and on behalf of Board, For GUJCHEM DISTILLERS INDIA LIMITED Devika Navnitlal Chairperson Place : Ahmedabad Date : 15th May, 2015 |