BOARD REPORT Dear Members, Your Directors are pleased to present the 25th Annual Report together with the Audited Financial Statements for the Financial Year ended on 31st March, 2016. PERFORMANCE & OPERATIONS The economic condition in FY 2015-16 was not so robust. However, your Company on the operational front has maneuvered through the Financial Year 2015-16 leading to a good demonstration. In the last year, your Company, keeping its focus on operational efficiency and sustainable marketing efforts, has crossed turnover of INR 924,236,052 as against last year's turnover of INR 884,461,865. The Company has earned INR 41,538,317, as Profit after Tax as against INR 45,399,313 last year. Your Company has always continued to remain a preferred supplier for servicing every end user of Indian Pharmaceuticals, Agro-based and other Chemical Industries. DIVIDEND Your Directors are pleased to recommend a Dividend of INR 2.20 (@ 22%)per share for the year 2015-16, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of INR 13,239,342, including dividend tax. DEPOSITS The Company has accepted the deposits from the shareholders in compliance with Section 73 of the Companies Act, 2013 and rules made there under. The details of the same are as under: Deposits accepted during 2015-16 (Amt in INR) 34234000.00 Deposits remaining unpaid or unclaimed as at 31.03.2016 (Amt in INR) Nil The Company hasn't made any default during FY 2015-16 in repayment of deposits or payment of any interest thereon. All payments and repayments related to the deposits have been duly made to the concerned deposit-holders upon their request, if any. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND Pursuant to the provisions of Section 125 of the Companies Act, 2013, dividend of INR 296,935 pertaining to the year 2007-08, which remained unclaimed and unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account, has been transferred to the Investor Education and Protection Fund established by the Central Government. RELATED PARTY CONTRACTS/ ARRANGEMENTS The Company has implemented a policy related to Related Party Transactions as framed by the Audit Committee. An extract of the said Policy is available on the Company's website: www.glascoat.com Investors Guide > Extract of Company Policies. During FY 2015-16, the Company has executed contracts with the related parties on an arm's length basis in accordance with Section 188 of the Companies Act, 2013 and the Rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (erstwhile Listing Agreement). The details of the same are provided in Form AOC-2 annexed hereto which forms part of this Report. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The aforesaid information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this Report. PARTICULARS OF EMPLOYEES & REMUNERATION THEREOF There was no employee drawing remuneration of INR 60,00,000 or more per annum or INR 5,00,000 or more per month or for any part of the year and hence particulars as required under Section 134 of the Companies Act, 2013 have not been furnished. ANNUAL RETURN An extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 2 of the Companies (Management and Administration) Rules, 2014 is annexed hereto and forms part of this Report. CORPORATE SOCIAL RESPONSIBILITY The Company has formed a Corporate Social Responsibility (CSR) Committee for framing and implementing CSR activities with an objective of paying back to the society. Further, during FY 2015-16, the Company has initiated following programs as its CSR activities in the field of "preventive health care": • "Vatsala Matrusambhal" program (undertaken jointly with Charusat Healthcare and Research Foundation (CHRF), a Trust established and working in this field since January 2012; and • "Sparsh-Nidaan" program (undertaken jointly with Charutar Arogya Mandal (CAM), a NGO established in 1972 and working in this field since long. The details related to the CSR of the Company during FY 2015-16 are annexed hereto which forms part of this Report. The said details are also available on the Company's website: www.glascoat.com Corporate Social Responsibility CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT A Report on Corporate Governance and compliance certificate there upon and also a Management Discussion Analysis Report are annexed hereto this Report and form part of the latter. RISK MANAGEMENT BY THE COMPANY The Company recognizes the importance of managing risk in the business to sustain growth. Hence, a Risk Management Committee had formed for implementing and monitoring the risk management plan for the company in accordance with the Risk Management Policy framed by the Audit Committee. The Risk Management Committee has been dissolved by the Board of Directors with effect from 05.11.2015 since the Audit Committee overviews the functions of that Risk Management Committee and the functions of the same were entrusted to the Audit Committee for better results. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that: (a) the applicable accounting standards had been followed along with proper explanation relating to material departures, if any, in the preparation of the annual accounts; (b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 profit and loss of the company for that period; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis; (e) proper internal financial controls have been laid down and followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) proper systems to ensure compliance with the provisions of all the applicable laws have been devised and that such systems were adequate and are working effectively. DIRECTORS & KEY MANAGERIAL PERSONS The Directors of the Company are well experienced with expertise in the respective fields of management and administration of the Company. The Company is fortunate to have experienced and enthusiastic persons as the Directors who are always eager to contribute in the growth of the Company. The day-to-day operations of the Company are very well managed by its Key Managerial Persons (KMP) i.e., the Managing Director, the Company Secretary, the Chief Financial Officer and the Executive Director (Technical). Mr. Kanubhai Patel, Non-Executive Director, is to retire by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting. Details of Mr. Kanubhai Patel have been provided in the Corporate Governance Report annexed hereto and forming part of this Report. Mr. Kaushik Shah, Independent Director of the Company has tendered his resignation as the Director of the Company with effect from 12.09.2016. In his place, appointment of Mr. Janardan Shukla as the Independent Director is being placed before the shareholders in the ensuing 25th AGM of the Company for their approval. Further details of Mr. Janardan Shukla have been provided in the explanatory statement to the Notice of this Annual report. The Nomination & Remuneration Committee has formulated policy relating to the appointment and remuneration of the Directors of the Company laying down criteria for determining attributes, independence, etc. The Company policies governing the appointment and remuneration of the Directors are annexed hereto which form part of this Report. The Independent Directors have affirmed to the Board regarding compliance with all the requirements as prescribed by Section 149 (6) of the Companies Act, 2013 and Schedule IV thereto. A statement by the Managing Director regarding the said affirmation by the Independent Directors is annexed to this Report forming part of the same. The details related to the remuneration of managerial personnel as required under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto which form part of this Report. PERFORMANCE EVALUATION OF THE DIRECTORS AND KMPs OF THE COMPANY During the FY 2015-16, the Board of Directors of the Company has carried out an Annual Performance evaluation of the Board/ Committees and that of all the individual Directors as per the Company's policy for Performance Evaluation of Directors. The Independent Directors in their separate meeting held on 09.02.2016 carried out the performance evaluation task of the non-Independent Directors, with a special attention to leadership criteria for Chairperson and the Executive Directors for period from January 1, 2015 to December 31, 2015. The Board in its meeting held on 09.02.2016 performed the evaluation task of the Board/ Committees collectively and Independent Directors individually for period from January 1, 2015 to December 31, 2015. Performance evaluation sheets were already distributed before the meeting dates. The outcome of the above exercise of performance evaluation of all the Directors collectively and individually and the Board/ Committees was announced in the Meetings, which was satisfactory as everybody appreciated and acknowledged the others' contribution towards the growth of the Company. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY We have strong integrated systems which are adequate for our class and size of the business. The Company has established effective internal control systems to ensure accurate, reliable and timely compilation of financial statements, to safeguard assets of the company, and to detect and mitigate irregularities and frauds. The Company's Management has adequate internal control procedures over financial reporting. WHISTLE BLOWER MECHANISM The Board of the Company has formulated and implemented a Whistle Blower Policy incorporating Vigil mechanism with a view to provide a mechanism for employees of the Company to raise concerns against any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. and protection against their victimisation as the whistle blower. The Policy covers malpractices and/or events related to all issues that could have grave impact on the operations and performance of the business of the Company. The concerned matters are to be reported to the Compliance Officer and/ or the Chairperson of the Audit Committee. The Audit Committee monitors the Vigil mechanism of the Company. During FY 2015-16, no employee has been denied access to the Compliance Officer/ the Chairperson of the Audit Committee. Also, no employee has availed vigil mechanism during FY 2015-16. An extract of Whistle Blower Policy incorporating Vigil mechanism and the contact details of the Whistle Officers are is available on the Company's website: www.glascoat.com Investors Guide> Whistle Blower Mechanism. STATUTORY AUDITORS AND INDEPENDENT AUDITORS' REPORT The shareholders in the 23rd AGM of the Company has appointed M/s. Darji & Associates, Chartered Accountants firm located in Vallabh Vidyanagar (Membership No. 030992), as the Statutory Auditor for a tenure of 3 years from conclusion of the last Annual General Meeting held on September 11, 2014. The continuance of appointment and remuneration of the above Auditor is to be ratified in the ensuing AGM of the Company as per Section 139 of the Companies Act, 2013. The Company has received consent from M/s. Darji & Associates to continue their appointment as the Statutory Auditor of the Company for FY 201 6-1 7. The remarks/comments referred to in the Independent Auditors Report for FY 2015-16 are self-explanatory and do not call for any further comments. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The Company has appointed M/s D. G. Bhimani and Associates, Anand (Membership No. FCS 8064) as the Secretarial Auditor of the Company for the Financial Year 2016-17 in accordance with Section 204 of the Companies Act, 2013. The Company has received consent from D. G. Bhimani and Associates for their appointment. The remarks/ comments referred to in the Secretarial Audit Report for FY 2015-16 are self-explanatory and do not call for any further comments. INTERNAL AUDITOR The Company has appointed M/s Kiran Patel & Co., Chartered Accountants firm, Anand, (Membership No. 105190W), for conducting internal audit of the Company for the financial year 2016-17. The Company has received consent from M/s Kiran Patel & Co. for their appointment. GENERAL The Directors state that during the year under review, there were no cases or complaints pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 . ACKNOWLEDGEMENTS The Company is completing 25 years on this August 26, 1991. Your Directors take this opprotunity to thank the Company's customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during these 25 years of successful journey of the Company. Your Directors look forward to do a long and fruitful association with all of them. By the Order of the Board of Swiss Glascoat Equipments Ltd Mr. Kanubhai Patel Chairperson Mr. Sudarshan Amin Managing Director Date : 21.06.2016 Place : Vitthal Udyognagar |