A Oneindia Venture
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Gujarat Poly Electronics Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your Directors'' present the Thirty Sixth Annual Report and Statement of Accounts for the year ended 31st March, 2025.
|
01-04-24 to |
01-04-23 to |
|
|
31-03-25 |
31-03-24 |
|
|
FINANCIAL RESULTS |
(Rs.in Lakhs) |
(Rs.in Lakhs) |
|
Sales |
1,778.94 |
1691.39 |
|
Profit/(Loss) before Depreciation & tax |
272.91 |
203.60 |
|
Depreciation |
20.80 |
19.27 |
|
Profit &(Loss) before tax |
252.11 |
184.33 |
|
Current tax |
8.44 |
- |
|
Deferred tax |
29.19 |
(31.60) |
|
Profit/(loss) after tax |
214.48 |
215.93 |
|
Other Comprehensive Income |
(12.83) |
(3.97) |
|
Total Comprehensive Income for the year |
201.65 |
211.96 |
1. STATE OF COMPANY''S AFFAIRS:
The Sales during the year was Rs. 1,778.94 lakhs compared to previous year Sales of Rs. 1691.39 lakhs. During the year ended
31st March, 2025 the Company has earned a Profit of Rs. 214.48 lakhs (Previous year Profit of Rs. 215.93 lakhs).
The Company manufactures as well as outsourced the full range of products viz. ceramic Capacitors both Multilayer and
Single layer, through various sources, as per our quality standards. We also market other Active and Passive Components.
In order to conserve resources, your directors'' have not been able to recommend any Dividend for FY 2024-2025.
2. TRANSFER TO RESERVES:
No amount has been transferred to General Reserves.
3. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:
During the financial year 2024-25, Four Board Meetings were held on the following dates:
(a) 6th May, 2024 (b) 29th July, 2024 (c) 28th October, 2024 (d) 29th January, 2025
More details for the Board Meeting are given under Corporate Governance Report.
4. AUDIT COMMITTEE:
The Audit Committee during the year consisted of 4 members. More details on the committee are given under Corporate
Governance Report.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consists of 3 members. More details on the committee are given under Corporate
Governance Report.
6. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of 4 members. More details on the committee are given in Corporate
Governance Report.
7. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the
details of which is placed on the website of the company. The Board has also formulated the whistle blower policy, same
has been uploaded on the website of the company. http://www.epelindia.in/Download/Vieil%20Mechanism%20&%20
Whistle%20 Blower%20Policy.pdf.
There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for
the F.Y. 2024-25.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanations relating to material departures;
b. Appropriate accounting principles have been selected and applied consistently and have made judgements 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 31st March,
2025 and of the profit of the Company for the year ended 31st March, 2025;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The directors have laid down internal financial controls to be followed by the Company;
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.
9. TAXATION:
The Company''s Income Tax assessments have been completed up to the year ended 31st March, 2024.
10. DEPOSITS:
The Company has not received any deposits from Public during the year and there are no outstanding deposits.
11. INDUSTRIAL RELATIONS:
Industrial Relations with the employees of the Company were cordial during the year under review.
12. CONSERVATION OF ENERGY:
Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in
âAnnexure I" forming part of this report.
13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):
a) In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. P.T.
Kilachand, (DIN 00005516), Director of the Company is liable to retire by rotation and being eligible, offers himself for
re-appointment. The said re-appointment is placed before the Members for their approval in ensuing Annual General
Meeting.
b) Mr. A.H. Mehta ceased to be director of Company due to demise on 19th June, 2024.
c) Mr. C.K. Khushaldas completed his second and final term as Independent Director of Company w.e.f 12th August, 2024 and
hence ceased to be the Director of Company.
d) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its
meeting held on 29th July, 2024 appointed Mr. V.K. Puniani, (DIN 10706691) as Whole Time Director, designated as Executive
Director of Company w.e.f. 1st August, 2024 for a period of 2 (two) years. Approval of shareholders has been taken by way
of Postal Ballot on 4th September, 2024.
e) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its
meeting held on 29th July, 2024 appointed Mr. Chetan R. Desai, (DIN 03246010) as Independent Director of Company for an
initial term of 5 (five) years w.e.f. 11th August, 2024. Approval of shareholders has been taken by way of Postal Ballot on 4th
September, 2024.
f) Ms. Saloni A. Jhaveri completed her second and final term as Independent Director of Company w.e.f 29th March, 2025 and
hence ceased to be the Director of Company.
g) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its
meeting held on 29th January, 2025 appointed Ms. Nirmala S. Mehendale, (DIN 01230600) as Independent Director of
Company for an initial term of 5 (five) years w.e.f. 26th March, 2025. Approval of shareholders has been taken by way of
Postal Ballot on 12th March, 2025.
14. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:
The Company has received the declaration from each Independent Directors that they meet the criteria of independence laid
down under section 149(6) of the Companies Act, 2013, under regulation 16(b) of SEBI (LODR) Regulations, 2015.
15. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR OF THE COMPANY FROM ITS SUBSIDIARY/HOLDING
COMPANY UNDER SECTION 197(14):
During the year 2024-25, Mr. Atul H. Mehta, Managing Director of the Company has received Rs. 14,64,469/- from Polychem
Limited, holding company in capacity of Deputy Managing Director.
Mr. Atul H. Mehta ceased to be the Director of Company due to demise on 19th June, 2024.
16. FORMAL ANNUAL EVALUATION:
As required under the act, evaluation of every Director''s performance was carried out. An evaluation sheet was given to each
director wherein certain criteria was set out for which ratings are to be given.
17. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION ETC:
The Board on recommendation of Nomination and Remuneration Committee has framed a policy for appointment and
Evaluation of Board and remuneration for the Directors, Key Managerial Personnel and other employees. The policy is available
on the website of the Company i.e. http://www.gpelindia.in/Download/Criteria%20for%20Appointment%20Evalution%20
of%20Board%20of%20Directors.%20KMP%20and%20Senior%20Manaeement%20Personnel.pdf
18. RELATED PARTY TRANSACTIONS:
All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms'' length and in
ordinary course of business. All RPT are placed before Audit Committee for its review and approval. Prior omnibus approval is
abtained from Audit Committee for RPT on Annual basis.
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:
1. Details of contracts or arrangements or transactions not at arm''s length basis: NIL.
2. Details of material contracts or arrangement or transactions at arm''s length basis: NIL.
The Board on recommendation of Audit Committee, adopted a policy to regulate transactions between the Company and its
Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The policy is uploaded and can be viewed on the Company''s website.
http://www.gpelindia.in/Download/ Related%20Partv%20Transaction%20Policv.pdf.
19. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:
(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor in their report.
(b) There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year of the Company, to which the financial statements relate and the date of the report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on
the Company''s website: at http://www.gpelindia.in/Annual%20Return.aspx
20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy is uploaded and can be viewed on the
Company''s website http://www.gpelindia.in/Download/Anti-Sexual%20Harassment%20Policy.pdf.
The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related
to sexual harassment and follows the guidelines provided in the policy. The Company has filed Annual Report for calendar year
ended 2024 with District Collector and District Women and Child Development Officer.
The Company has not received any complaints on sexual harassment during the year.
21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure II"
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of
remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the
said Rules are required to be part of the report. However, there are no employees drawing remuneration as mentioned in rule
5(2) (i) (ii) and (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information of the top ten employees in terms of remuneration in not sent along with this report. However, having
regards to the provisions of the first proviso to Section 136(1) of the Act the said information is available for inspection.
Any member interested in obtaining such information may write to the Company Secretary, at the Registered office or at
[email protected] and the same will be furnished on request.
22. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance and a
certificate from the Auditors of the Company are annexed to this Report.
23. STATUTORY AUDITOR:
M/s. Mahendra N. Shah & Co., Ahmedabad bearing registration number 105775W, Chartered Accountants were re-appointed
as statutory auditors of the Company for the second term of five years at the 31st Annual General Meeting (AGM) held on 31st
August, 2020 to hold office upto the conclusion of 36th Annual General Meeting of the Company to be held in the year 2025.
They will complete their two consecutive terms as Statutory Auditors of the Company on conclusion of this AGM.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014
and based on the recommendation of Audit Committee, the Board in its Meeting held on 5th May, 2025 appointed M/s G.M.
Kapadia & Co, Chartered Accountants, Mumbai (firm registration no: 104767W) as statutory auditors of the Company for the
term of five years from the conclusion of 36th Annual General Meeting of Company held in the year 2025 upto the conclusion
of 41st Annual General Meeting of the Company to be held in the year 2030 subject to approval of shareholders in the ensuing
Annual General Meeting.
The Company has received the eligibility certificate from the Statutory Auditors confirming that they are not disqualified from
being appointed as the Statutory Auditors of the Company.
24. SECRETARIAL AUDITOR AND ITS REPORT:
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed Mr. Tushar Shridharani, Company secretary, Mumbai (CP No: 2190) as the
Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.
Further the Board on recommendation of the Audit Committee, has approved the appointment of Mr. Tushar Shridharani,
Company secretary, Mumbai (CP No: 2190) (Peer Review Certificate No: 1509/2021) as Secretarial Auditor of the Company
subject to approval of the Members of the Company at the ensuing Annual General Meeting ("AGM") for a period of Five
(5) consecutive years commencing from FY 2025 -26 till FY 2029-30 at such remuneration to be determined by the Board
of Directors of the Company (referred to as the Board which expression shall include any Committee thereof or person(s)
authorized by the Board).
The Secretarial Audit Report for F.Y. 2024-25 is enclosed and marked as "Annexure III".
25. INTERNAL AUDITOR:
Pursuant to Section 138(1) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company is
required to appoint an internal auditor to conduct internal audit of the functions and activities of your Company. Your Board
of Directors based on the recommendation of the Audit Committee, had approved the appointment of M/s Chokshi & Chokshi,
LLP, Chartered Accountants (Firm Registration No.101872W/W100045) to conduct the internal audit of your Company for the
Financial Year 2025-26.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has developed and implemented CSR Policy which was duly approved by the Board. The CSR Policy can be
assessed on the Company''s website and web link of the same is
http://www.gpelindia.in/Download/Corporate%20Social%20Responsibilitv%20Policv.pdf
The profits of the company for FY 2023-24 was below Rs. 5 crores. Hence, the provisions relating to CSR in accordance with
section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to the company for FY 2024-25. So the Company is not required to spend towards CSR in FY 2024-25.
27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The Company has complied with the provisions of section 185 & 186 of the Companies Act, 2013 to the extent applicable, with
respect to the loans and investments made. During the year the Company have not given any loans, guarantees and there are
no outstanding loans or guarantees as on 31st March, 2025. The Company have not made any Investments during the year
ended 31st March, 2025 except in mutual funds.
28. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management''s Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry
structure and developments, different product groups of the Company, operational performance of its various business
segments.
29. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no other material changes or commitments occurring after 31st March 2025, which may affect the financial position
of the company or may require disclosure.
30. INTERNAL FINANCIAL CONTROL:
The Company has adequate financial control system with reference to the financial statements.
31. RISK MANAGEMENT POLICY:
The Company has developed and implemented risk management policy which identifies major risks which may threaten the
existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.
32. SECRETARIAL STANDARDS:
The Company has in place proper system to ensure compliance with the provisions of applicable Secretarial Standards (SS-1 &
SS-2) issued by ICSI.
33. ACKNOWLEDGEMENT:
The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation
and continued support. Sincere thanks are also due to the management team and the staff for their valuable contribution.
Registered Office: By Order of the Board of Directors
Plot No. B-18, Gandhinagar Electronic Estate, For Gujarat Poly Electronics Limited
Gandhinagar 382 024, Gujarat.
CIN:L21308GJ1989PLC012743
Tel: 7935333658
Email Id: [email protected] T. R. Kilachand
Website: www.gpelindia.in Executive Chairman
Date: 5th May, 2025
Place: Mumbai
Mar 31, 2024
Your Directors'' present the Thirty Fifth Annual Report and Statement of Accounts for the year ended 31st March, 2024.
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
|
|
01-04-23 to |
01-04-22 to |
|
|
financial results |
31-03-24 |
31-03-23 |
|
Sales |
1691.39 |
1596.34 |
|
Profit/(Loss) before Depreciation & tax |
203.60 |
551.75 |
|
Depreciation |
19.27 |
21.88 |
|
Profit &(Loss) before tax |
184.33 |
529.87 |
|
Current tax |
- |
- |
|
Deferred tax |
31.60 |
- |
|
Profit/(loss) after tax |
215.93 |
529.87 |
|
Other Comprehensive Income |
(3.97) |
(12.19) |
|
Total Comprehensive Income for the year |
211.96 |
517.68 |
1. STATE OF COMPANY''S AFFAIRS:
The Sales during the year was Rs. 1691.39 lakhs compared to previous year Sales of Rs. 1596.34 lakhs. During the year ended 31st March, 2024 the Company has earned a Profit of Rs. 215.93 lakhs (Previous year Profit of Rs. 529.87 lakhs).
The Company manufactures as well as outsourced the full range of products viz. ceramic Capacitors both Multilayer and Single layer, through various sources, as per our quality standards. We also market other Active and Passive Components.
In order to conserve resources, your directors'' have not been able to recommend any Dividend for FY 2023-2024.
2. TRANSFER TO RESERVES:
No amount has been transfered to General Reserves.
3. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:
During the financial year 2023-24, Five Board Meetings were held on the following dates:
(a) 10th May, 2023 (b) 1st August, 2023 (c) 30th October, 2023 (d) 22nd December, 2023 (e) 2nd February, 2024
More details for the Board Meeting are given under Corporate Governance Report.
4. AUDIT COMMITTEE:
The Audit Committee during the year consisted of 4 members. More details on the committee are given under Corporate Governance Report.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consists of 3 members. More details on the committee are given under Corporate Governance Report.
6. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of 4 members. More details on the committee are given in Corporate Governance Report.
7. VIGIL Mechanism / Whistle BLOWER POLICY:
The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the details of which is placed on the website of the company. The Board has also formulated the whistle blower policy, same has been uploaded on the website of the company. http://www.epelindia.in/Download/Vieil%20Mechanism%20&%20Whistle%20 Blower%20Policy.pdf.
There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2023-24.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;
b. Appropriate accounting principles have been selected and applied consistently and have made judgements 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 31st March, 2024 and of the profit of the Company for the year ended 31st March, 2024;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The directors have laid down internal financial controls to be followed by the Company;
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.
9. TAXATION:
Intimation under Section 143(1) has been received in respect of Company''s preliminary Income Tax assessments up to year ended 31st March, 2023.
10. DEPOSITS:
The Company has not received any deposits from Public during the year.
11. industrial relations:
Industrial Relations with the employees of the Company were cordial during the year under review.
12. CONSERVATION OF ENERGY:
Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in âAnnexure I" forming part of this report.
13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):
a) In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. T.R. Kilachand, (DIN 00006659), Director of the Company is liable to retire by rotation and being eligible, offers himself for reappointment.
b) Based on the recommendation of Nomination and Remuneration Committee, the Board re-appointed Mr. T.R. Kilachand as a Chairman and Whole Time Director of Company designated as âExecutive Chairman" for a period of 3 years w.e.f. 14th June, 2024 at its meeting held on 6th May, 2024 superseding the earlier resolution passed by the Company in this connection.
the said re-appointment is placed before the Members for their approval in ensuing Annual General Meeting.
14. DECLARAnON About Independent Directors UNDER Sub-Section 6 OF Section 149:
The Company has received the declaration from each Independent Directors that they meet the criteria of independence laid down under section 149(6) of the Companies Act, 2013, under regulation 16(b) of SEBI (LODR) Regulations, 2015.
15. DISCLOSURE OF REMUNERATION RECEIVED By MANAGING DIRECTOR OF THE Company FROM ITS SUBSIDIARY/HOLDING Company UNDER SECTION 197(14):
During the year 2023-24, Mr. Atul H. Mehta, Managing Director of the Company has received Rs. 41,88,485/- from Polychem Limited, holding company in capacity of Deputy Managing Director.
16. FORMAL ANNUAL EVALUATION:
As required under the act, evaluation of every Director''s performance was carried out. An evaluation sheet was given to each director wherein certain criteria was set out for which ratings are to be given.
17. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION ETC:
The Board on recommendation of Nomination and Remuneration Committee has framed a policy for appointment and Evaluation of Board and remuneration for the Directors, Key Managerial Personnel and other employees. The policy is available on the website of the Company i.e. http://www.epelindia.in/Download/Criteria%20for%20Appointment%20Evalution%20 of%20Board%20of%20Directors.%20KMP%20and%20Senior%20Manaeement%20Personnel.pdf.
18. RELATED PARTY TRANSACTIONS:
All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms'' length and in ordinary course of business. All RPT are placed before Audit Committee for its approval.
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules. 2014:
1. Details of contracts or arrangements or transactions not at arm''s length basis: NIL.
2. Details of material contracts or arrangement or transactions at arm''s length basis: NIL.
The Board on recommendation of Audit Committee. adopted a policy to regulate transactions between the Company and its Related Parties. in compliance with the applicable provisions of the Companies Act. 2013 and SEBI (LODR) Regulations. 2015. The policy is uploaded and can be viewed on the Company''s website
http://www.gpelindia.in/Download/ Related%20Partv%20Transaction%20Policv.pdf.
19. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:
(a) There are no qualifications. reservations or adverse remark or disclaimer by the Statutory Auditor in their report.
(b) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company. to which the financial statements relate and the date of the report.
(c) Pursuant to Section 92(3) read with Section 134(3)(a) of the Act. the Annual Return as on 31st March. 2024 is available on the Company''s website: at http://www.gpelindia.in/Annual%20Return.aspx
20. disclosure under sexual harassment of women at workplace (prevention, prohibition AND REDRESSAL) act,
2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention. prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention. Prohibition and Redressal) Act. 2013 and the Rules thereunder. The policy is uploaded and can be viewed on the Company''s website http://www.gpelindia.in/Download/Anti-Sexual%20Harassment%20Policy.pdf.
The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The Company has filed Annual Report for calendar year ended 2023 with District Collector and District Women and Child Development Officer.
The Company has not received any complaints on sexual harassment during the year.
21. MANAGERIAL REMuNERATION:
The information required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. is:
i. The ratio of remuneration of Mr. A. H. Mehta. Managing Director and Mr. T.R. Kilachand. Executive Chairman with the median remuneration of the employees of the company is 7.27 and 2.98 respectively.
ii. Increase in remuneration of Mr. A. H. Mehta. Managing Director is 7%. Mr. T. R. Kilachand. Executive Chairman is 7%. Mr. H. H. Jani. Chief Financial officer is 7% and Ms. Nivedita Nambiar. Company Secretary and Compliance Officer is 13.85%.
iii. There is an increase of 6.79% in the median remuneration of employees in the financial year.
iv. There are 36 permanent employees in the company.
v. Average increase in the salaries of employees other than the managerial personnel is 11.18%.
vi. It is hereby affirmed that the remunerations paid is as per the remuneration policy of the company.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and names and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, there are no employees drawing remuneration as mentioned in rule 5(2) (i) (ii) and (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information of the top ten employees in terms of remuneration is not sent along with this report. However, having regards to the provisions of the first proviso to Section 136(1) of the Act the said information is available for inspection. Any member interested in obtaining such information may write to the Company Secretary, at the Registered office or at [email protected] and the same will be furnished on request.
22. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to this Report.
23. STATUTORY AUDITOR:
M/s. Mahendra N. Shah & Co., Ahmedabad bearing registration number 105775W, Chartered Accountants were re-appointed as statutory auditor of the Company for the second term of five years at the 31st Annual General Meeting (AGM) held on 31st August, 2020 to hold office upto the conclusion of 36th Annual General Meeting of the Company to be held in the year 2025.
24. SECRETARIAL AUDITOR:
Complying with the provisions of Section 204 of the Companies Act, 2013 the Audit Committee has recommended and the Board of Directors have appointed Mr. Tushar Shridharani, Company Secretaries, Mumbai, (Membership No. 2690 & C.P. No. 2190), being eligible and having sought appointment, as Secretarial Auditor of the company to carry out the Secretarial Audit of the Company for the year ending March 31, 2025 on fees as may be mutually agreed.
The Secretarial Audit Report for F.Y. 2023-24 is enclosed and marked as "Annexure II".
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has developed and implemented CSR Policy which was duly approved by the Board. The CSR Policy can be assessed on the Company''s website and web link of the same is
http://www.epelindia.in/Download/Corporate%20Social%20Responsibilitv%20Policv.pdf
Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure - III" and forms integral part of this Report.
26. DECLASSIFICATION OF GUJARAT INDUSTRIAL INVESTMENT CORPORATION LIMITED (GIIC), PROMOTER GROUP:
Gujarat Industrial Investment Corporation Limited (GIIC), Promoter Group has sold all their holdings in the Company. The Company has received application from GIIC for declassification from Promoter group category dated 3rd May, 2023. The Board has approved in its meeting held on 10th May, 2023 for making an application with BSE for reclassification of Promoters and submitted the application with BSE on 24th May, 2023. On 4th January, 2024 the Company received approval letter from BSE for declassification of GIIC from Promoter Group. Currently Company has only one Promoter i.e. Polychem Limited.
27. PREFERENCE SHARES:
The Company had filed petition with National Company Law Tribunal (NCLT), Ahmedabad for issuance of 9,81,500 /% NonCumulative Redeemable Preference Shares of Rs. 100 each in lieu of the existing 9,81,500 /% Non-Cumulative Redeemable Preference Shares of Rs. 100 each on 3rd August, 2022. 20 years'' term period of the existing preference shares completed on 19th December, 2022. Since there were no divisible profits, the preference shares could not be redeemed by the said date.
Hence the Company had filed petition with NCLT for issue of preference shares for a further period of 20 years since the shares could not be redeemed by due date.
Further on 24th November, 2023, NCLT passed the final order on the matter and allowed and approved the issuance of 9,81,500 /% Non-Cumulative Redeemable preference shares of Rs.100 each in lieu of the existing 9,81,500 /% Non-Cumulative Redeemable Preference Shares of Rs.100 each to Polychem Limited, Holding Company and Promoter. The existing Preference Shares shall stand redeemed on the issuance of Preference shares.
The Preference shares were issued to Polychem Limited on 22nd December, 2023.
28. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The Company has complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made. During the year the Company has not given any loans, guarantees and there are no outstanding loans or guarantees as on 31st March, 2024. The Company have not made any Investments during the year ended 31st March, 2024 except in mutual funds.
29. MANAGEMENT DiSCUSSiON AND ANALYSiS:
The Management''s Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.
30. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no other material changes or commitments occurring after 31st March 2024, which may affect the financial position of the company or may require disclosure.
31. internal financial control:
The Company has adequate financial control system with reference to the financial statements.
32. RisK MANAGEMENT Policy:
The Company has developed and implemented risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.
33. sECRETARIAL sTANDARDs:
The Company has in place proper system to ensure compliance with the provisions of applicable Secretarial Standards (SS-1 & SS-2) issued by ICSI.
34. ACKNOWLEDGEMENT:
The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support.
Sincere thanks also to the management team and the staff for their valuable contribution.
registered Office: By Order of the Board of Directors
B-18, Gandhinagar Electronic Estate, For Gujarat Poly Electronics Limited
Gandhinagar 382 024, Gujarat.
CIN:L21308GJ1989PLC012743 Tel: 7935333658
Email Id: [email protected] T. R. Kilachand
Website: www.gpelindia.in Executive Chairman
date: 6th May, 2024 Place: Mumbai
Mar 31, 2019
The Directorsâ present the Thirtieth Annual Report and Statement of Accounts for the year ended 31st March, 2019.
|
01-04-18 to |
01-04-17 to |
|
|
31-03-19 |
31-03-18 |
|
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
|
|
financial results |
||
|
Sales |
2,255.28 |
1,441.21 |
|
Profit/(Loss) before |
||
|
Depreciation & tax |
556.56 |
76.54 |
|
Depreciation |
14.13 |
10.01 |
|
Profit &(Loss) before tax |
542.43 |
66.53 |
|
Current tax |
-- |
-- |
|
Deferred tax |
-- |
-- |
|
Profit/(loss) after tax |
542.43 |
66.53 |
|
Other Comprehensive Income |
(2.01) |
2.09 |
|
Total Comprehensive Income for the year |
540.42 |
68.62 |
1. STATE OF COMPANYâS AFFAIRS:
The Sales during the year was Rs.2,255.28 lakhs compared to previous year Sales of Rs.1,441.21 lakhs. During the year ended 31st March, 2019 the Company has earned a Profit of Rs. 542.43 lakhs (Previous year Profit of Rs.66.53 lakhs).
The Company manufactures as well as outsourced the full range of our products viz. Ceramic Capacitors both Multi layer and Single layer, through various sources, as per our quality standards. We also market other Active and Passive Components.
In view of the accumulated loss, your Directors have not been able to recommend any Dividend for the year 2018-2019.
2. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:
During the financial year 2018 - 19, Five Board Meetings were held on the following dates:
(a) 29th May, 2018 (b) 9th August, 2018 (c) 17th September, 2018
(d) 30th October, 2018 (e) 24th January, 2019.
3. AUDIT COMMITTEE:
The Audit Committee during the year consists of 4 members. The details of the committee is given under Corporate Governance Report
4. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of 4 members. More details on the committee are given in Corporate Governance Report.
5. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the details of which are placed on the website of the company. The Board has also formulated the whistle blower policy, same has been uploaded on the website of the company. http://www.epelindia.com/epelindia/Download/Whistle%20Blower%20 Policy 14.pdf.
There were no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2018-19.
6. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;
b. Appropriate accounting principles have been selected and applied consistently and have made judgements 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 31st March, 2019 and of the profit of the Company for the year ended 31st March, 2019;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The directors have laid down internal financial controls to be followed by the Company.
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.
7. TAXATION:
The Companyâs Income Tax assessments have been completed up to the year ended 31st March, 2016.
8. DEPOSITS:
Company has not received any deposits from Public during the year.
9. INDUSTRIAL RELATIONS:
Industrial Relations with the employees of the Company were cordial during the year under report.
10. CONSERVATION OF ENERGY:
Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.
11. DIRECTORS:
Mr. A. H. Mehta, Director retires from Office by rotation, but being eligible, offers himself for re-appointment.
The Board has appointed Mr. R. P. Vahi as an Additional Director of the company with effect from 24th January, 2019, in terms of provisions of the Companies Act, 2013. Your approval is sought for his appointment as detailed in the Notice convening the meeting. It is also propose to appoint him as Independent Director.
Gujarat Industrial Investment Corporation Ltd (GIIC) has withdrawn nomination of Mr. Y. K. Vyas. Board noted active participation & contribution of Mr. Y. K. Vyas during his tenure as a Director.
Gujarat Industrial Investment Corporation Limited (GIIC) has proposed to appoint Mr. P. J. Parikh as its nominee on the Board of the Company. The Board has appointed Mr. P. J. Parikh, Nominee of GIIC as an Additional Director of the Company with effect from 10th May, 2019, in terms of provisions of the Companies Act, 2013. Your approval is sought for his appointment as Nominee Director of GIIC as detailed in the Notice convening the meeting.
Mr. C. K. Khushaldas, Independent Director of the Company who was appointed for a period of five (5) years by members in 25th Annual General Meeting held on 13th August, 2014 and whose term of office expires on 12th August, 2019 is re-appointed as an Independent Director in Board Meeting held on 10th May, 2019 for the second term of five (5) years commencing from 13th August, 2019.
The above appointments/re-appointments are placed before the Members for their approval in ensuing Annual General Meeting.
12. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:
The Company has received the declaration from each Independent Director that they meet the criteria of independence laid down under section 149(6) of the Companies Act, 2013, under regulation 16(b) of SEBI (LODR) Regulations, 2015.
13. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR OF THE COMPANY FROM ITS SUBSIDIARY/ HOLDING COMPANY UNDER SECTION 197(14):
During the year 2018-19, Mr. A. H. Mehta, Managing Director of the Company has received Rs. 22,35,928/- excluding provident fund and superannuation fund from Polychem Limited, Holding company in capacity of Dy. Managing Director.
14. FORMAL ANNUAL EVALUATION:
As required under the act, evaluation of every Directorâs performance was carried out. An evaluation sheet was given to each director wherein certain criteria was set out for which ratings are to be given.
15. COMPANYâS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.:
The Board on recommendation of Nomination and Remuneration Committee, has framed a policy for appointment and Evaluation of Board and remuneration for the Directors, Key Managerial Personnel and other employees. The policy is available on the website of the Company i.e. http://www.epelindia.com/epelindia/Download/Criteria%20For%20Appointment%20 Evaluation%20of%20Board%20of%20Directors.%20KMP%20and%20Senior%20Manaeement%20Personnel 14.pdf
16. RELATED PARTY TRANSACTIONS:
All Related Party Transactions (RPT) entered into by the Company during the year under review were at armsâ length and in ordinary course of business. All RPT are placed before Audit Committee for its approval.
The Company has taken loan from Polychem Limited at the rate of interest of 10.50% p.a. Outstanding balance as on 31st March, 2019 is Rs.80,00,000/-
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:
1. Details of contracts or arrangements or transactions not at armâs length basis: NIL.
2. Details of material contracts or arrangement or transactions at armâs length basis: NIL.
The Board on recommendation of Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement and SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed on the Companyâs website http://www.gpelindia.com/ gpelindia/Download/Related%20Party%20Transation%20Policy 14.pdf
17. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:
(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor or Secretarial Auditor in their report.
(b) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company, to which the financial statements relate and the date of the report.
(c) Extract of the Annual Return is provided in sub-section 3 of section 92, which is given Annexure II forming part of this report.
18. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy is uploaded and can be viewed on the Companyâs website http://www.gpelindia.com/gpelindia/Download/AntiSexual%20Harassement%20Policy.pdf The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.
The Company has not received any complaints on sexual harassment during the year.
19 CORPORATE SOCIAL RESPONSIBILITY:
The provision of Corporate Social Responsibility (CSR) is applicable to Company w.e.f. 1st April, 2019. The company has formed the Committee for implementing the CSR. For CSR committee details please refer to CG Report. The company has also adopted CSR Policy, which is available on website of Company.
20. MANAGERIAL REMUNERATION:
i. The ratio of remuneration of Mr. A. H. Mehta, Managing Director with the median remuneration of the employees of the company is 9.61:1.
ii. Increase in remuneration of Mr. A. H. Mehta, Managing Director is 7.38% and in Mr. H. H. Jani , Chief Financial officer is 11.43%
iii. There is an increase of 11.46% in the median remuneration of employees in the financial year.
iv. There are 40 permanent employees in the company.
v. There is an increase of 56.49% in Companyâs Performance for the year considering the revenue from the operations and the average increase in the remuneration of the Company is 17.67% for the year. The increase in the remuneration was on account of the annual increment to the employee.
vi. During the financial year 2018-19, remuneration to Key Managerial Personnel is Rs. 61,76,120/- as against the Companyâs performance is Rs. 22,55,27,686/- remuneration to performance ratio comes to 0.03%.
vii. Earnings per equity share (EPS) for the year is 6.34 where as in previous year Earnings per equity share (EPS) was 0.78 There is an increase in Market Capitalisation of the Company, Market capitalisation for current year is Rs. 19,87,87,500/- and for Previous year it was Rs. 11,92,72,500/-.
viii. Average increase in the salaries of employees other than the managerial personnel was 13.04%.
ix. Comparison of remuneration of each KMP against the performance of the Company :
|
Key Managerial Personnel |
Remuneration (Rs.) |
Performance of the Company (Rs.) |
% of remuneration against the performance of the company |
|
A. H. Mehta |
27,67,333 |
22,55,27,686 |
1.23 |
|
T. R. Kilachand |
8,34,800 |
22,55,27,686 |
0.37 |
|
H. H. Jani |
21,69,192 |
22,55,27,686 |
0.96 |
|
D. H. Upadhyaya |
4,04,795 |
22,55,27,686 |
0.18 |
x. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of directors based on the recommendation of Nomination and Remuneration committee as per Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
xi. The ratio of the remuneration of the highest paid director to that of the employee who is not a director but receive remuneration in excess of the highest paid director during the year 0.84:1.
xii. It is hereby affirmed that the remunerations paid is as per the remuneration policy of the company.
- Average increase in remuneration in point no. (v) relates to all the employees including managerial remuneration. Whereas increase in remuneration in point no. (viii) relates to the employees excluding managerial remuneration.
21. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directorsâ Report.
22. STATUTORY AUDITORS:
M/s. Mahendra N. Shah & Co., Ahmedabad bearing registration number 105775W, Chartered Accountants were appointed as statutory auditor of the Company at the 26th Annual General Meeting (AGM) held on 12th August, 2015 to hold office upto the conclusion of 31st AGM of the Company.
As per the MCA notification dated 7th May, 2018 under Companies Amendment Act, 2017, ratification of Appointment of Auditors by member at every annual general meeting is now not required. Hence, no separate item for ratification of Auditors is proposed in notice for memberâs approval.
23. SECRETARIAL AUDITOR:
Complying with the provisions of Section 204 of the Companies Act, 2013 the Audit Committee has recommended and the Board of Directors have appointed M/s. D. J. Vyas & Associates, Company Secretaries, Mumbai, (Membership No. 2874 & C.P. No. 1775), being eligible and having sought appointment, as Secretarial Auditor of the company to carry out the Secretarial Audit of the Company for the year ending March 2020 on fees as may be mutually agreed.
The Secretarial Audit Report for F.Y. 2018-19 is enclosed and marked as Annexure III.
24. ACKNOWLEDGEMENT:
The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.
Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.
Mumbai, 10th May, 2019. By Order of the Board of Directors
Corporate Identification Number T. R. KILACHAND
(CIN): L21308GJ1989PLC012743 Executive Chairman
Mar 31, 2015
Dear Members
The Directors' present the Twenty Sixth Annual Report and Statement of
Accounts for the year ended 31st March, 2015.
01-04-14 to 01-04-13 to
31-03-15 31-03-14
(Rs. in lacs) (Rs. in lacs)
FINANCIAL RESULTS
Sales 1,115.42 1,029.01
Profit/(Loss) before
Depreciation & tax (3.90) 16.03
Depreciation 13.59 15.60
Profit &(Loss) before tax (17.49) 0.43
Current tax - -
Deferred tax - -
Profit/(loss) after tax (17.49) 0.43
1. state of company's affairs:
During the year ended 31st March, 2015 the Company has incurred a loss
of Rs.17.49 Lacs (Previous year profit of Rs.0.43 Lacs). The sales
during the year was Rs.1,115.42 Lacs as compared to previous year to
Rs.1,029.01 Lacs. Company outsources ceramic capacitors & marketing the
same.
In view of the accumulated loss, your Directors have not been able to
recommend any Dividend for the year 2014-2015.
2. AUDIT COMMITTEE:
The Audit Committee during the year consisted of 4 members. The details
of the committee is given under Corporate Governance Report
3. VIGIL MECHANISM/WHISTLE BLoWER POLICY:
The Board has establish a vigil mechanism for directors and employees
to report genuine concerns to be disclosed, the details of which is
placed on the website of the company. The Board has also formulated the
whistle blower policy, same has been uploaded on the website of the
company.
http://www.polyavx.com/polvavx/Download/Whistle%20Blower%20Policv
14.pdf There were no reporting made by any employees for violations of
applicable laws and regulations and the Code of Conduct for the F.Y.
2014-15.
4. nomination and remuneration committee:
The Board has re-constituted its committee which comprises of 3
members, More details on the committee are given in Corporate
Governance Report.
5. Directors' Responsibility:
Pursuant to Section 134 of the Companies Act, 2013 the Directors
confirm that:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
b. Appropriate accounting principles have been selected and applied
consistently and have made judgements 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 31st March, 2015 and of the loss of the Company
for the year ended 31st March, 2015.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d. The annual accounts have been prepared on a going concern basis.
e. The directors have laid down internal financial controls to be
followed by the company.
f. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws.
6. TAXATION:
The Company's Income Tax assessments have been completed up to the year
ended 31st March, 2012.
7. DEPOSITS:
Company has not received any deposits from Public during the year.
8. INDUSTRIAL RELATIONS:
Industrial Relations with the employees of the Company were cordial
during the year under report.
9. CONSERVATION OF ENERGY:
Report on Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo etc. is given in Annexure I forming part of
this report.
10. DIREcTORS:
Mr. D. D. Patel, Director retires from Office by rotation, but being
eligible, offers himself for re-appointment.
Mr. A. B. Shah has resigned as a nominee director of GIIC in the
Company w.e.f. 13th February, 2015. The Board do appreciate his
contribution during his tenure with Company.
In the Casual vacancy of Mr. A. B. Shah, GIIC has nominated Mr. Y. K.
Vyas as a Director w.e.f. 13th February, 2015.
Mr. Y. K. Vyas, Director retires from Office by rotation, but being
eligible, offers himself for re-appointment.
Brig. K. Balasubramaniam, Director of the Company has resigned w.e.f.
30th March, 2015. The Board do appreciate his contribution during his
tenure and long & fruitful association with the Company.
The Board has appointed Ms. Saloni Jhaveri and Mr. Jigen A. Mehta as
Additional Directors of the Company with effect from 30th March, 2015,
in terms of provisions of the Companies Act, 2013. Your approval is
sought for their appointment as detailed in the Notice convening the
meeting. It is also propose to appoint them as Independent Directors.
11. Number Of Board Meetings Held During The Year:
During the year 2014-15, four Board Meetings were held on the following
dates:
(a) 29th May, 2014 (b) 13th August, 2014 (c) 12th November, 2014 and
(d) 13th February, 2015
12. declaration about INDEPENDENT directors under SUB-SECTION 6 OF
section 149:
The Company has received the declaration from each Independent
Directors that he/she meets the criteria of independence laid down
under section 149(6) of the Companies Act, 2013 and clause 49 of the
Listing Agreement.
13. FORMAL ANNuAL EvALuATION:
Pursuant to provisions of the companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out an annual performance
evaluation through an evaluation sheet wherein certain criteria was set
out for which ratings are to be given.
14. company's policy ON DIREcTORS APPOINTMENT, REMuNERATION ETc:
The Board on recommendation of Nomination and Remuneration Committee,
has framed a policy for appointment and Evaluation of Board and
remuneration for the Directors, Key Managerial Personnel and other
employees. The policy is available on the website of the Company i. e.
http://www.polyavx.com/polyavx/Download/Criteria%20For%20Appointment%20
Evaluation%20of%20Board%20of%20Directors.%20KMP%20and%20Senior%20
Management%20Personnel14.pdf
15. RELATED PARTY TRANSACTIONS:
All Related Party Transactions (RPT) entered into by the Company during
the year under review were at arms' length and in ordinary course of
business. All RPT are placed before Audit Committee for its approval.
The Company has taken loan of Rs.446 lacs from Polychem Limited at the
rate of interest of 13% p.a. There are no contracts or arrangements
under sub-section (1) of section 188.
The Board on recommendation of Audit Committee, adopted a policy to
regulate transactions between the Company and its Related parties, in
compliance with the applicable provisions of the Companies Act, 2013
and the Listing Agreement. The policy is uploaded and can be viewed on
the Company's website
http://www.polvavx.com/polvavx/Download/Related%20
Party%20Transation%20Policy 14.pdf
16. OTHER DIScLOSuRES AS PER SECTION 134 OF THE cOMPANIES ACT, 2013:
(a) There are no qualifications, reservations or adverse remark or
disclaimer by the statutory Auditor or by Secretarial Auditor in the
respective reports.
(b) There are no material changes and commitments affecting the
financial position of the Company which have occurred between the end
of the financial year of the Company, to which the financial statements
relate and the date of the report.
(c) There were no cases filled pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(d) Extract of the Annual Report is provided in sub-section 3 of
section 92, which is given in Annexure ii forming part of this report.
17. MANAGERiAL REMUNERATiON:
i. The ratio of remuneration of Mr. A H. Mehta, Managing Director with
the median remuneration of the employees of the company is 7.75:1
ii. Increase in remuneration of Mr. A. H. Mehta, Managing Director is
11.65% and in Mr. Harshad Jani , Chief Financial officer is 11%.
iii. There is an increase of 38.63 % in the median remuneration of
employees in the financial year.
iv. There are 37 permanent employees in the company.
v. There is an increase of 8.40% in Company's Performance for the year
considering the revenue from the operations and the average increase in
the remuneration of the Company is 20.56% for the year. The increase in
the remuneration was on account of the reasons as under:
1) During the year 2014-2015, 21 employees opted of Voluntary
Retirement Scheme and a sum of Rs. 50.87 Lacs was paid towards
discharging the salary dues including Bonus, ex-gratia payments etc.
vi. During the financial year 2014-15, remuneration to Key Managerial
Personnel is Rs.2,990,026/- as against the Company's performance is
Rs.111,541,751/- - remuneration to performance ratio comes to 2.68%
vii. Due to loss in the current year, there is no price earning ratio
for the year whereas for the previous financial Year the price earning
ratio was 399 times. There is an increase in Market Capitalisation of
the Company, Market Capitalisation for current year is Rs.64,980,000/-
and for Previous year it was Rs.34,114,500/-.
viii. Average increase in the salaries of employees other than the
managerial personnel was 20.47% due to payment of exgratia, notice pay
etc to the employees who left the organisation in the year 2014-15
ix. Comparison of remuneration of each KMP against the performance of
the Company :
Key Managerial Remuneration Performance of % of remuneration
Personnel (Rs.) the Company against the
(Rs.) performance of the
company
A H Mehta 1,577,371/- 111,541,751/- 1.41
H.H. JANI 1,219,071/- 111,541,751/- 1.09
J.M. SHAH 193,584/- 111,541,751/- 0.17
x. The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of directors based
on the recommendation of Nomination and Remuneration committee as per
Remuneration Policy for Directors, Key Managerial Personnel and other
Employees.
xi. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year 0.73:1 and
xii. It is hereby affirmed that the remunerations paid is as per the
remuneration policy of the company.
* Average increase in remuneration in point no. v relates to all the
employees including managerial remuneration. Whereas increase in
remuneration in point no. viii relates to the employees excluding
Managerial remuneration.
18. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement a separate report on
Corporate Governance and a certificate from the Auditors of the Company
are annexed to the Directors' Report.
19. AUDiTORS:
You are requested to appoint M/s. Mahendra N. Shah, Chartered
Accountants, Ahmedabad, as Auditors for the current year.
The existing Auditors, M/s. C. C. Chokshi & Co., Chartered Accountants,
Ahmedabad, have expressed their regret to continue as Statutory
Auditors of the Company.
20. SECRETARIAL AUDITOR:
Complying with the provisions of Section 204 of the Companies Act, 2013
the Audit Committee had recommended and the Board of Directors had
appointed Mr. Tushar Shridharani, Practicing Company Secretary, Mumbai,
(C. P. No. 2190), being eligible and having sought re-appointment, as
Secretarial Auditor of the company to carry out the Secretarial Audit
of the Company for the year ending March 2016.
The Secretarial Audit Report for F.Y. 2014-15 is enclosed and marked as
Annexure III.
21. ACKNOWLEDGEMENT:
The Directors extend their sincere thanks to the State and Central
Government Authorities and Members for their co-operation and continued
support during the difficult times being experienced by the Company.
Sincere thanks are also due to the management team and the staff for
their valuable contribution despite adverse circumstances being faced
by the Company.
By Order of the Board of Directors
TANIL R. KILACHAND
Chairman
Registered office:
Plot No. B-17/18,
Gandhinagar Electronic Estate
Gandhinagar 382 024, GUJARAT
Dated: 27th May, 2015
Mar 31, 2014
Dear Members,
The Directors presentthe Twenty Fifth Annual Report together with the
Audited Statement of Accounts for the year ended 31st March, 2014
1. PRODUCTION ACTIVITIES
During the Financial Year 2013-14 your Company recorded a Production of
1362.87 Lacs pes in comparison to 1706.06 Lacs pes in Financial Year
2012-13, a drop of 20 %.
During the financial year your Company outsourced some of manufactured
products to makeup for the low production.
2. SALES
The total sales during the Financial Year 2013-14 was Rs.1029.01 Lacs
against sales of Rs.955.07 Lacs in last Financial Year, an increase of
8 %. The product mix continue to change and customer requirements shift
from large size to smaller size and due to this ASPs come down
marginally. Sales to Instrumentation & Industrial Electronics Segments
increased by 6 %.
3. FINANCIAL RESULTS
The Company''s operations for the year has resulted in to profit of Rs.
0.43 Lacs (Previous year loss of Rs. 7.20 Lacs). During the year
before interest, depreciation and tax there is surplus of Rs. 66.42
Lacs. (Previous year Rs.38.27 lacs). In previous year after debit of
Rs. 200.79 Lacs under exceptional item, there was loss of Rs. 207.99
Lacs. During current year there was no such exceptional item.
In view of the accumulated loss, your Directors have not been able to
recommend any Dividend for the year 2013-14.
4. FINANCE
DuringtheyearCompany negotiated with BankofBarodafor One Time
Settlement (OTS) of Rs.241.91 lacs in full and final settlement of all
claims/dues against the Company, including interest and all other
charges, cost, expenses etc., including overdraft facility of Rs.76
lacs. Company has paid Rs.241.91 Lacs during the year & has received
the No due certificate.
Now Company has fully repaid term loans from all financial
institutions/ Bank and also overdraft facility of Bank.
5. FIXED DEPOSITS
The Company has not received any deposits from Public during the year.
6. PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 2013 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company.
7. PROCEEDINGS BEFORE BIFR.
Since its net worth turned positive, the Company ceased to be a sick
Industrial Company within the meaning of S.3(1) (o) of Sick Industrial
Company Act, 1985 (SICA). Board for Industrial & Financial
Reconstruction (BIFR) has vide its order dated 1st November, 2013
discharged the Company from the purview of SICA.
The accumulated losses of the Company as at the end of this financial
year has resulted in erosion of 50% or more of its peak net worth
during the immediately preceding four Financial years. Company will
report the fact of such erosion to BIFR as per S.23 of SICA
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO ETC.
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1968, the Report of Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
etc. is given in Annexure-I forming part of this report.
9. DIRECTORS
Mr. P. T. Kilachand and Mr. A. H. Mehta retire from office by rotation
but being eligible, offer themselves for reappointment.
Mr. A. H. Mehta has been appointed as Managing Director with effect
from 1st June, 2014.
10. AUDIT COMMITTEE
Your Company has set-up an Audit Committee of Directors as mandated by
section 292(A) of the Companies Act, 2013 as amended. Mr.Chandrakant
Khushaldas, Brig.K.Balasubramaniam and Mr.T.R.Kilachand are the members
of the Audit Committee.
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors confirm that:
(i) in the preparation of the annual accounts, applicable accounting
standards have been followed, with proper disclosure of any departures;
(ii) the accounting policies are consistently applied and reasonable,
prudent judgement and estimates are made so as to give a true and fair
view of the state of affairs of the Company at the end of the financial
year;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a separate report on
Corporate Governance and a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to the Directors'' Report.
13. AUDITORS''REMARKS
As regards the remarks in the Auditors'' Report, please refer to the
Notes on Accounts which are self-explanatory.
14. APPOINTMENT OF AUDITORS
You are requested to appoint Auditors. The retiring Auditors
M/s.C.C.Chokshi & Co., Chartered Accountants, Ahmedabad are eligible
for re-appointment.
15. APPOINTMENT OF COST AUDITORS
The Board of Directors has appointed M/s. V. H. Savaliya and
Associates, Cost Accountants, Ahmedabad (Membership No.13867) being
eligible and having sought re-appointment, as Cost Auditors of the
Company to carry out the cost audit of all the products manufactured by
the Company for the year ending March, 2015.
16. ACKNOWLEDGEMENT
Your Directors express their sincere thanks to the Central and State
Government authorities, including Gujarat Industrial Investment
Corporation Ltd., and the Collaborators Kyocera-AVX Corpn, of USA.
Sincere thanks are also due to the Management team, the staff and
workers for their valuable contribution during this critical period of
the Company.
On behalf of the Board of Directors,
T. R. KILACHAND
Chairman
Registered Office:
Plot No. B-17/18,
Gandhinagar Electronic Estate,
Gandhinagar382 024,
GUJARAT.
Dated : 29th May, 2014.
Mar 31, 2013
TO THE MEMBERS
The Directors present the Twenty Fourth Annual Report together with
the Audited Statement of Accounts for the year ended 31st March, 2013
1. PRODUCTION ACTIVITIES
During the Financial Year 2012-13 your Company recorded a Production of
1706.06 Lacs pcs in comparison to 1384.28 Lacs pcs in Financial Year
2011-12, an increase of 23 %.
2. SALES
The total sales during the Financial Year 2012-13 was Rs. 946.86 Lacs
against sales of Rs.827.26 Lacs in last Financial Year, an increase of
14%. The products mix continue to change and customer requirements
shift from large size to smaller size and due to this ASPs come down
marginally. Sales to Instrumentation & Industrial Electronics Segments
incrased by 44%.
3. FINANCIAL RESULTS
The Company''s operations for the year has resulted in to loss of
Rs.7.20 Lacs (Previous year profit of Rs. 48.36 Lacs). However, before
interest, depreciation and tax there is Surplus of Rs. 38.27 Lacs
(Previous year Rs.83.45 Lacs). After debit of Rs. 200.79 Lacs (Previous
year Rs.123.40 Lacs) under exceptional items, there is loss of Rs.
207.99 Lacs (Previous year Rs.75.04 Lacs).
In view of the accumulated loss, your Directors have not been able to
recommend any Dividend for the year 2012-13.
4. FINANCE
After the One Time Settlement (OTS) with IFCi last year, the Company
negotiated with IDBt for OTS against their all dues, costs etc. IDBI
accepted the payment of Ks.201 lacs as full and final settlement of
their dues. The Company thereafter received "No Dues Certificate" from
IDBI also.
The Company has negotiated with Bank of Baroda for OTS of Rs.165.91
lacs''in full and final settlement of all claims against the Company,
including interest and all other charges, cost, expenses etc.,
excluding overdraft facility of Rs.75 lacs. Company is in process of
payment of this amount.
5. FIXED DEPOSITS
The Company has not received any deposits from Public during the year.
6. PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company.
7. PROCEEDINGS BEFORE THE HIGH COURT OF GUJARAT AT
AHMEDABAD/BIFR/AAIFR.
As informed to you in the previous year, BIFR had vide its order dated
28.04.2009 directed the Company to redeemX/2 % non- cumulative
Redeemable Preference shares of Rs.981.50 lacs issued to Term Lenders
as per AAIFR Order dated 27.03.2002. Against the said order of BIFR,
the Company had filed an appeal to AAIFR. AAIFR vide its order dated
22.02.2011 upheld the said order of BIFR. The Company then had filed
Writ petition in the High Court of Gujarat, Ahmedabad, against the said
Order of AAIFR.
High Court of Gujarat vide its order dated 8.04.2013 quashed and set
aside the order passed by AAIFR and BIFR.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO ETC.
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1968, the Report of Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
etc. is given in Annexure-I forming part of this report.
9. DIRECTORS
Mr.Tanil R. Kilachand and Mr. A. B. Shah retire from office by rotation
but being eligible, offer themselves for reappointment.
Gujarat Industrial Investment Corporation Ltd (GIIC) has withdrawn
nomination of Mr. R. K. Jani. Board noted active participation &
Contribution of Mr. R. K. Jani during his tenure as a Director. GIIC
has proposed to appoint Mr. D. D. Patelas its nominee on the Board of
the Company. Mr. D. D. Patel has been appointed in the casual vacancy
of Mr. R. K. Jani.
10. AUDIT COMMITTEE
Your Company has set-up an Audit Committee of Directors as mandated by
section 292(A) of the Companies Act, 1956 as amended. Mr.Chandrakant
Khushaldas, Brig.K.Balasubrarnaniam and Mr.T.R.Kilachand are the
members of the Audit Committee.
11. DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors confirm that:
(i) in the preparation of the annual accounts, applicable accounting
standards have been followed, with proper disclosure of any departures;
(ii) the accounting policies are consistently applied and reasonable,
prudent judgement and estimates are made so as to give a true and fair
view of the state of affairs of the Company at the end of the financial
year;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a separate report on
Corporate Governance and a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to the Directors'' Report.
13. AUDITORS''REMARKS
As regards the remarks in the Auditors'' Report, please refer to the
Notes on Accounts which are self-explanatory.
14. APPOINTMENT OF AUDITORS
You are requested to appoint Auditors. The retiring Auditors
M/s.C.C.Chokshi & Co., Chartered Accountants, Ahmedabad are eligible
for re-appointment.
15. APPOINTMENT OF COST AUDITORS
Complying with the provisions of Section 233B of the Companies Act,
1956 and the MCA General Circular NO.1V2011 dated April 11, 2011, (as
amended vide General Circular No. 3£#012 dated 6th November, 2012) the
Audit Committee has recommended and the Board of Directors has
appointed M/s. V. H. Savaliya and Associates, Cost Accountants,
Ahmedabad (Membership No.13867) being eligible and having sought
re-appointment, as Cost Auditors of the Company to carry out the cost
audit of all the products manufactured by the Company for the year
ending March, 2014.
16. ACKNOWLEDGEMENT
Your Directors express their sincere thanks to the Central and State
Government authorities, including Gujarat Industrial Investment
Corporation Ltd., Bank and Financial Institutions and the Collaborators
Kyocera-AVX Corpn of USA.
Sincere thanks are also due to the Management team, the staff and
workers for their valuable contribution during this critical period of
the Company.
On behalf of the Board of Directors,
T. R. KILACHAND Chairman
Registered Office:
Plot No. B-17/18,
Gandhinagar Electronic Estate,
Gandhinagar 382 024,
GUJARAT.
Dated : 24th May, 2013.
Mar 31, 2012
The Directors present the Twenty Third Annual Report together with the
Audited Statement of Accounts for the year ended 31st March, 2012
1. PRODUCTION ACTIVITIES
During the Financial Year 2011-12 your Company recorded a Production of
1384.28 Lac pcs in comparison to 1488.01 Lac pcs in Financial Year
2010-11, a decrease of 7 %.
2. SALES
The total sales during the Financial Year 2011-12 was Rs.827.26 Lacs
against sales of Rs. 912.90 Lacs in last Financial Year, a decrease of
9%. The market slow down was dominant in the 2nd & 3rd Quarters and
signs of improvement have been observed in Quarter -IV. Due to change
in product Mix the ASPs recorded were lower than last year. Major sales
recorded were in the Instrumentation & Industrial Electronics, EMS and
Automotive Segments.
3. FINANCIAL RESULTS
The Company's operations for the year has resulted into profit of
Rs.48.36 Lacs (Previous year Rs. 54.91 Lacs). However, before interest,
depreciation and tax there is Surplus of Rs.83.45 Lacs (Previous year
Rs.165.32 Lacs). After debit of Rs.123.40 Lacs under exceptional items,
there is loss of Rs.75.04 Lacs.
In view of the accumulated loss, your Directors have not been able to
recommend any Dividend for the year 2011-12.
4. FINANCE
The Company has fully repaid term loans with interest to Term Lenders.
5. FIXED DEPOSITS
The Company has not received any deposits from Public during the year.
6. PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company.
7. PROCEEDINGS BEFORE THE AAIFR / BIFR/HIGH COURT OF GUJARAT.
In compliance with the Order of the Appellate Authority for Industrial
& Financial Reconstruction (AAIFR) dated 27th March, 2002, the Company
has substantially fulfilled its obligations as per the directions of
AAIFR.
The Board for Industrial & Financial Reconstruction (BIFR) vide its
Order dated 28.04.2009 had directed that the Company shall implement
the provision of Sanctioned Scheme and redeem the non-cumulative
Preference shares. The Company thereafter, as legally advised, filed an
appeal before AAIFR, against the said Order. AAIFR vide its order dated
22.02.2011, upheld the order of the BIFR.
The Company thereafter filed a writ petition in the High Court of
Gujarat, at Ahmedabad, which granted Stay vide its Order dated
21.06.2011 against the order of AAIFR and the petition is pending in
the High Court of Gujarat.
As informed to you in the previous year, the IFCI and IDBI had revoked
the One Time Settlement Scheme Sanctioned by Appellate Authority for
Industrial & Financial Reconstruction (AAIFR) due to alleged breach of
Terms and conditions committed by the Company in payment/redemption of
Preference share capital.
The Company negotiated with IFCI for one time settlement against their
all dues, costs etc. The Company paid Rs.123.40 Lacs as agreed and has
received "No due Certificate" from IFCI.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO ETC.
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1968, the Report of Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
etc. is given in Annexure-I forming part of this report.
9. DIRECTORS
Mr. Chandrakant Khushaldas and Mr.R. K. Jani retire from office by
rotation but being eligible, offer themselves for reappointment.
10. AUDIT COMMITTEE
Your Company has set-up an Audit Committee of Directors as mandated by
section 292(A) of the Companies Act, 1956 as amended. Mr.Chandrakant
Khushaldas, Brig. K. Balasubramaniam and Mr.T.R.Kilachand are the
members of the Audit Committee.
11. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors confirm that :
(i) in the preparation of the annual accounts, applicable accounting
standards have been followed, with proper disclosure of any departures;
(ii) the accounting policies are consistently applied and reasonable,
prudent judgement and estimates are made so as to give a true and fair
view of the state of affairs of the Company at the end of the financial
year;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a separate report on
Corporate Governance and a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to the Directors' Report.
13. AUDITORS' REMARKS
As regards the remarks in the Auditors' Report, please refer to the
Notes on Accounts which are self-explanatory.
14. APPOINTMENT OF AUDITORS
You are requested to appoint Auditors. The retiring Auditors
M/s.C.C.Chokshi & Co., Chartered Accountants, Ahmedabad are eligible
for re-appointment.
15. ACKNOWLEDGEMENT
Your Directors express their sincere thanks to the Central and State
Government authorities, including Gujarat Industrial Investment
Corporation Ltd., Bank and Financial Institutions and the Collaborators
Kyocera-AVX Corpn of USA.
Sincere thanks are also due to the Management team, the staff and
workers for their valuable contribution during this critical period of
the Company.
On behalf of the Board of Directors,
T. R. KILACHAND
Chairman
Registered Office:
Plot No. B-17/18 Gandhinagar
Electronic Estate
Gandhinagar 382 024
GUJARAT.
Dated : 30th May, 2012.
Mar 31, 2011
The Members,
The Directors present the Twenty Second Annual Report together with
the Audited Statement of Accounts for the year ended 31st March, 2011.
1. PRODUCTION ACTIVITIES
Your Company recorded an increase in production by 8.44% in the
Financial Year 2010-11 over the previous year. The major increase in
production was of Radials & SMDs. Production during the Financial Year
was 1488.01 Lac pcs in comparison to 1372.13 Lac pcs in last year.
2. SALES
The total sales recorded during the Financial Year 2010-11 was
Rs.912.90 Lacs against the sales of Rs.757.49 Lacs in the previous
year, an increase of 20.51%. The product mix continue to change due to
which the ASPs recorded lower than the last year. Major sales recorded
were in the Industrial & Instrumentation, Automotive & EMS segments.
3. FINANCIAL RESULTS
The Company's operations for the year has resulted into profit of
Rs.54.71 Lacs (Previous year Rs.2841.47 Lacs after interest write back
of Rs.2893.19 Lacs). Before interest and depreciation & tax there is
surplus of Rs165.12 Lacs (Previous year : Rs.100.49 Lacs). In view of
the accumulated loss, your Directors have not been able to recommend
any Dividend for the year 2010-11.
4. FINANCE
The Company has not received any additional loans from the financial
institutions during the year ended 31st March, 2011.
5. FIXED DEPOSITS
The Company has not received any deposits from Public during the year.
6. PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company.
7. PROCEEDINGS BEFORE THE AAIFR / BIFR
In compliance with the Order of the Appellate Authority for Industrial
& Financial Reconstruction (AAIFR) dated 27th March, 2002, the Company
has substantially fulfilled its obligations as per the directions of
AAIFR, as depicted hereunder:
1) The company has converted Rs.75 lacs into equity shares of cash
value of Rs.10/- each.
2) The company also converted Rs.981.50 lacs into 0.5% non-cumulative
redeemable preference shares and
3) Balance dues of Rs.861.41 lacs under One Time Settlement (OTS) to
term lenders has been already paid in full.
Bank of Baroda has also been paid in full till 31.03.2011, Rs.83 lacs
and Rs.90 lacs under FITL Ã I and FITL Ã II respectively. The Company
has however, to pay to Bank of Baroda towards interest.
The Board for Industrial & Financial Reconstruction (BIFR) vide its
Order dated 28.04.2009 had directed that the Company shall implement
the provision of Sanctioned Scheme and redeem the non-cumulative
redeemable preference shares. The Company thereafter, as legally
advised, filed an appeal before AAIFR, against the said Order. AAIFR
vide its order dated 22.02.2011, upheld the order of the BIFR. Company
has filed a writ petition in the High Court of Gujarat, at Ahmedabad.
In the meanwhile, IFCI & IDBI have revoked the OTS. Company has
suitably replied to IFCI and IDBI.
The Company has filed Miscellaneous Application on 09.09.2010 before
the Board for Industrial and Financial Reconstruction (BIFR) for
seeking an order for seeking discharge from the purview of Sick
Industrial Companies (Special Provisions) Act, 1985 (SICA 1985) in view
of Company's net worth becoming positive as on 31.03.2010. The hearing
of the said Application was fixed on 18th January, 2011. Subsequently,
BIFR has postponed the said hearing till further order.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO ETC.
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1968, the Report of Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
etc. is given in Annexure-I forming part of this report.
9. DIRECTORS
Brig. K. Balasubramaniam, Mr. Parthiv T. Kilachand and Mr. A.H. Mehta
retire from office by rotation but being eligible, offer themselves for
re-appointment.
Board of Directors have re-appointed Mr. A.H.Mehta as Executive
Director (Finance & Legal) of the Company for a period of five years
from 1.07.2011 at a remuneration to be decided by Board of Directors
from time to time, subject to your approval as mentioned in the Notice
of Annual General Meeting.
10. AUDIT COMMITTEE
Your Company has set-up an Audit Committee of Directors as mandated by
section 292(A) of the Companies Act, 1956 as amended. Mr.Chandrakant
Khushaldas,Brig.K.Balasubramaniam and Mr.T.R.Kilachand are the members
of the Audit Committee.
11. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors confirm that :
(i) in the preparation of the annual accounts, applicable accounting
standards have been followed, with proper disclosure of any departures;
(ii) the accounting policies are consistently applied and reasonable,
prudent judgement and estimates are made so as to give a true and fair
view of the state of affairs of the Company at the end of the financial
year;
(iii) that the Directors have 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.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a separate report on
Corporate Governance and a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to the Directors' Report.
13. AUDITORS' REMARKS
As regards the remarks in the Auditors' Report, please refer to the
Notes on Accounts which are self-explanatory.
14. APPOINTMENT OF AUDITORS
You are requested to appoint Auditors. The retiring Auditors M/s.
C.C.Chokshi & Co., Chartered Accountants, Ahmedabad are eligible for
re-appointment.
15. ACKNOWLEDGEMENT
Your Directors express their sincere thanks to the Central and State
Government authorities, including Gujarat Industrial Investment
Corporation Ltd., Bank and Financial Institutions and the Collaborators
Kyocera-AVX Corpn of USA.
Sincere thanks are also due to the Management team, the staff and
workers for their valuable contribution during this critical period of
the Company.
On behalf of the Board of Directors
T.R. KILACHAND
Chairman
Registered Office:
Plot No. B-17/18,
Gandhinagar Electronic Estate
Gandhinagar 382024,
Gujarat.
Dated : 31st May, 2011
Mar 31, 2010
The Directors present the Twenty First Annual Report together with the
Audited Statement of Accounts for the year ended 31st March, 2010.
1. PRODUCTION ACTIVITIES
During the Financial Year 2009-10 your Company recorded a Production of
1372.13 Lac pcs in comparison to 967.15 Lac pcs in Financial Year
2008-09, an increase of 42 %.
2. SALES
The total sales during the Financial Year 2009-10 is Rs.757.49 Lacs
against sales of Rs. 681.64.Lacs in last Financial Year , an increase
of 11%. The market slow down was dominant in the first 3 Quarters and
signs of improvement have been observed in Quarter ÃIV. Due to change
in product Mix the Average Selling Price recorded were lower than last
year. Major sales recorded were in the Industrial & Instrumentation,
Telecommunication & Automotive segments.
3. FINANCIAL RESULTS
The Companys operations for the year has resulted into profit of Rs.
2841.47 Lacs after interest write back of Rs. 2893.19 Lacs (Previous
year loss of Rs.40.62 Lacs). Before interest and depreciation & tax
there is surplus of Rs.100.49 Lacs (Previous year : Rs.134.65 Lacs).
In view of the accumulated loss, your Directors have not been able to
recommend any Dividend for the year 2009-10.
4. FINANCE
The Company has not received any additional loans from the financial
institutions during the year ended 31st March, 2010.
5. FIXED DEPOSITS
The Company has not received any deposits from Public during the year.
6. PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company.
7. PROCEEDINGS BEFORE THE AAIFR / BIFR
In compliance with the Order of the Appellate Authority for Industrial
& Financial Reconstruction (AAIFR) dated 27th March, 2002, the Company
has substantially fulfilled its obligations as per the directions of
AAIFR, as depicted hereunder:
1) The company has converted Rs.75 lacs into equity shares of cash
value of Rs.10/- each.
2) The company also converted Rs.981.50 lacs into 0.5% non-cumulative
preference shares;
3) And balance dues of Rs.861.41 lacs under One Time Settlement (OTS)
to term lenders has been already paid in full. However, the company has
still to pay to Bank of Baroda balance towards FITL Ã I Rs.28 lacs and
towards FITL Ã II Rs.59 lacs.
The Board for Industrial & Financial Reconstruction (BIFR) vide its
Order dated 28.04.2009 had directed that the Company shall implement
the provision of Sanctioned Scheme and redeem the non-cumulative
Preference shares. The Company thereafter, as legally advised, filed an
appeal before AAIFR, against the said Order, inter alia praying for
stay in respect of the same which was granted vide AAIFR order dated
23.07.2009. Next hearing in the said appeal is scheduled on 23.07.2010.
The BIFR vide their order dated 28.04.2010, has directed the Company to
inform them the development in appeal pending in AAIFR against BIFR
order dated 28.04.2009, with a copy to ICICI (MA). The BIFR has fixed
the next hearing on 1.09.2010.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO ETC.
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1968, the Report of Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
etc. is given in Annexure-I forming part of this report.
9. DIRECTORS
Mr. Tanil R. Kilachand and Mr. A.B.Shah retire from office by rotation
but being eligible, offer themselves for reappointment.
10. AUDIT COMMITTEE
Your Company has set-up an Audit Committee of Directors as mandated by
section 292(A) of the Companies Act, 1956 as amended. Mr.Chandrakant
Khushaldas,Brig.K.Balasubramaniam and Mr.T.R.Kilachand are the members
of the Audit Committee.
11. DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm that :
(i) in the preparation of the annual accounts, applicable accounting
standards have been followed, with proper disclosure of any departures;
(ii) the accounting policies are consistently applied and reasonable,
prudent judgement and estimates are made so as to give a true and fair
view of the state of affairs of the Company at the end of the financial
year;
(iii) that the Directors have 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.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a separate report on
Corporate Governance and a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to the Directors Report.
13. AUDITORS REMARKS
As regards the remarks in the Auditors Report, please refer to the
Notes on Accounts which are self-explanatory.
14. APPOINTMENT OF AUDITORS
Yo u are requested to appoint Auditors. The retiring Auditors
M/s.C.C.Chokshi & Co., Chartered Accountants, Ahmedabad are eligible
for re-appointment.
15. ACKNOWLEDGEMENT
Your Directors express their sincere thanks to the Central and State
Government authorities, including Gujarat Industrial Investment
Corporation Ltd., Bank and Financial Institutions and the Collaborators
Kyocera-AVX Corpn of USA.
Sincere thanks are also due to the Management team, the staff and
workers for their valuable contribution during this critical period of
the Company.
On behalf of the Board of Directors,
Registered Office : T. R. KILACHAND
Chairman
Plot No. B-17/18
Gandhinagar Electronic Estate
Gandhinagar 382 024
GUJARAT.
Dated : 29th May, 2010.
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