BOARD'S REPORT Dear members, 1.Your Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2015. 2. Transfer to Reserves: For the financial year ended 31st March, 2015, the Company had not transfer any sum to Reserves. Therefore, your Company proposes to retain the entire amount of profit to Profit and Loss Accounts of the Company. 3. Dividend: In view of inadequate profits, directors do not recommend any dividend for the year ended 31st March 2015. 4. Management Discussion and Analysis Report: The Report on Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement is included in this Report. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. 5. Operations and State of affairs of the Company: The Company has revenues from operations of X 37,846,062 for the year under review as compared to X 78,818,150 for the previous year. The Company has made Net Profit of X 1,116,700 for the year under review as compared To X 398,589 for the previous year. The Directors proposes to diversify the activities in the real estate and related activities and the same shall be started on a small basis during current year. 6. Subsidiaries, Associates and Joint Ventures: For the Financial ending on 31st March, 2015, The Company does not have any subsidiaries, Associates and Joint Ventures. 7. Directors: For the year ending on 31st March, 2015, The Board of Directors consist of 4 Promoter Directors and 3 Non-Executive Independent Directors. The Chairman of the Board is an Executive Director. There is no change in the constitution of Board during the year however Mr. Umesh Dangarwala has resigned as Director during the current year. Mr. Bhavik Shah was appointed as a additional Director to look after the new area of real estate activities. 8. Key Managerial Personnel: Following are the Key Managerial Personnal of the Company: 1. Mr. Shailesh Parekh - Managing Director 2. Mr. Nehal Shah Chief Financial Officer 3. Ms. Priti Bajaj Company Secretary 9. Meetings of the Board: Five (5) Board Meetings were held during the financial year ended 31st March, 2015. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report. 10. Independent Directors: The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. 11. Performance Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreements, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. 12. Audit Committee: As on 31st March, 2015, the Audit Committee consists of all Independent Directors with Mr. Umesh Dangarwala as Chairman and Mr. Shailesh Parekh and Mr. Tarun Solanki as members. The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board. 13. Vigil Mechanism: Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Listing Agreements, a Vigil Mechanism or 'Whistle Blower Policy' for directors, employees and other stakeholders to report genuine concerns has been established. 14. Corporate Social Responsibility: The Company do not have adequate turnover or profits nor infrastructure to commence CSR activities in true spirit therefore the Directors have decided to undertake CSR activities only after achieving adequate profitability. 15. Policy on Nomination and Remuneration: The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the Listing Agreements are provided in the Corporate Governance Report. 16. Related Party Transactions: There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. 17. Corporate Governance: The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from Mr. Kunjal Dalal, Practising Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance. 18. Fixed Deposits For the financial year ended 31st March, 2015, the Company has not accepted/renewed any deposits. 19. Listing of shares: The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 514386. The Company confirms that the annual listing fees to the stock exchanges for the financial year 2015-16 have been paid. 20. Loans, Guarantee or Investments: Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are not applicable since the Company has not given any guarantee or made any investment during the Year. The particulars of Investment already made are given in the Schedules attached to Financial Statements. 21. Auditors: (a) Statutory Auditors: In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. Adil Aibada & Associates, Chartered Accountants, has been appointed as Statutory Auditors of the Company. The Auditors have consented to continuous audit in current year. (b) Secretarial Auditors: The Board of Directors of the Company appointed M/s. K. Dalal & Co., Practising Company Secretaries, Surat, to conduct Secretarial Audit for the F.Y. 2015-16. The Secretarial Audit Report of M/s. K. Dalal & Co., Practising Company Secretaries for the financial year ended 31st March, 2015, is annexed as Annexure A. (c) Cost Auditors: As the Company is not involved in the production of goods, so there is no requirement to appoint Cost Auditor for the Company for the Financial year ended on 31st March, 2015. (d) Internal Auditors: The Board of Directors has appointed M/s. M. Kapadia & Co., Chartered Accountants as Internal Auditors of the Company for the F. Y. 2015-16. There is no material qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report or by the Secretarial Auditors in their Secretarial Audit Report requiring explanation or comments of the Board. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. 22. Directors' Responsibility Statement: In terms of the provisions of Companies Act, 2013, the Directors state that: (a) in preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the directors have selected such accounting policies as listed in Note Y to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2015 and of the profit of the Company for that period. (c) the directors have taken proper and sufficient care for 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 directors have prepared the annual accounts on a going concern basis; and (e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 23. Material Changes: There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company. 24. Extracts of Annual Return: The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, forms part of this report as Annexure B. 25. Conservation of energy, Technology Absorption, Foreign Exchange earnings and outgo: The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable since Company has not carried out any manufacturing activities during the year. 26. Particulars of employees and related disclosures: Disclosures pertaining to remuneration and other details as 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 not applicable since Company do not have any employee dreawing remuneration requiring disclosure under relevant rules. On behalf of the Board of Directors, Gujarat Cotex Limited Sd/- Shailesh J. Parekh Managing Director (DIN:01246270) Sd/- Chetan S. Paekh Director (DIN:01246220) 22nd June, 2015 Regd. Office: Cassia-702, Garden City, Opposite Samarvani Panchayat, Khanvel Road, Silvassa. Corporate Office: 2007, Shankar Plaza, Besides Surat People's Bank Timliyawad, Nanpura, Surat. Tel: 0261-2471788 Fax: 0261-2463238 Web: www.gujcotex.in Email: jayprabha@hotmail.com CIN: L17119DN1996PLC000116 |