• OPEN AN ACCOUNT
Indian Indices
Nifty
21,982.80 31.65
(0.14%)
Sensex
72,606.31 106.01
( 0.15%)
Bank Nifty
46,120.90 157.75
( 0.34%)
Nifty IT
37,720.40 -21.35
( -0.06%)
Global Indices
Nasdaq
16,046.66 98.92
(0.62%)
Dow Jones
38,938.99 -10.03
(-0.03%)
Hang Seng
16,511.44 -25.41
(-0.15%)
Nikkei 225
39,166.19 -41.84
(-0.11%)
Forex
USD-INR
82.91 0.02
(0.02%)
EUR-INR
89.78 -0.15
(-0.17%)
GBP-INR
104.93 -0.20
(-0.19%)
JPY-INR
0.55 0.00
(-0.13%)

EQUITY - MARKET SCREENER

Gujarat Foils Ltd
Industry :  Aluminium and Aluminium Products
BSE Code
ISIN Demat
Book Value()
531410
INE587F01017
-498.9062195
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
1.08
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Mar 01, 2024 09:28 AM

To,

The Shareholders,

Your Directors have pleasure in presenting to you the is 26th Annual Report of your Company together with the Audited Accounts for the Financial Year ended on 31'J March, 2018..

FINANCIALRESULTS

Your Company's financial performance during the year has been summarized below:

(Rs. In Lakhs)

Particulars Year Ended 31st March, 2018 Year Ended 31st March, 2017
Gross Income from Operations 21904.07 30130.38
Less: Excise Duty (290.58) (1697.03)
Net Income from Operations 21613.49 28433.35
Profit before Depreciation, Finance cost and Taxation (37348.52) (453.24)
Less: Depreciation and Amortization 794.87 815.00
Profit before Finance cost and Taxation (38143.39) (1268.24)
Less: Finance Cost 179.68 2793.86
Profit before Taxation (38323.07) (4062.10)
Tax Expense - -
- Current Tax - -
- Deferred Tax 109.34 147.80
- Earlier Years - -
Profit after Taxation (38432.41) (4209.91)

REVIEW OF OPERATIONS/STATE OF COMPANY'S AFFAIRS

During the year under review, the Company's Net Income from operations stood at Rs. 21613.49 Lakhs as compared to Rs. 28433.35. Lakhs in the previous year, thereby registering a downfall. Loss before Tax was Rs. (38323.07) Lakhs as compared to Rs. (4062.10) Lakhs. The Company has incurred huge loss due to valuation of stock at net realisable value. There is no change in the nature of business during the financial year 2018.

DIVIDEND

In view of huge losses incurred during the year, the Board of Directors has not recommended any Dividend.

SHARE CAPITAL

During the year under review, there is no change in the paid-up share capital of the Company which stands at Rs. 3320.18 Lakhs comprising of 82,01,810 equity shares of Rs. 10/- each fully paid up and 2,50,00,000 10 % Non-Convertible, Non-Cumulative, Redeemable Preference Shares of Rs. 10/- each. As on March 31,2018, 97.4% of the total paid-up capital of the Company stands in the dematerialized form.

TRANSFER TO RESERVES

The Company has proposed not to transfer any amount to General Reserve due to loss in the Current Year.

PARTICULARSOF LOANS, GUARANTEES AND INVESTMENTS UNDERSECTION 186

No Loan, Guarantees and Investments covered under section 186 of the Companies are outstanding as at 31st March, 2018.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance sheet.

DISCLOSURES UNDER SECTION 134(3)(l)OFTHE COMPANIES ACT, 2013:

In terms of order dated 30' November, 2017 passed by the Hon'ble National Company Law I ribunal, Ahmedabad Bench (NCLT Order), the Corporate Insolvency Resolution Process has been initiated for the Company (CIRP) under Insolvency and Bankruptcy Code 2016 (Code). Mr. Alok Kailash Saksena was appointed as Interim Resolution Professional in terms of the NCLT Order and subsequently he was appointed as Resolution Professional by the Committee of Creditors in its meeting held on 4" January, 2018 as perthe provisions of the IBC Code

Pursuant to Section 17 of the Code, during the continuation of CIRP, the powers of the Board of Directors of the Company stand suspended and the powers of the Board of Directors and the management of affairs of the Company being vested in the Resolution Professional, viz., Mr. Alok Kailash Saksena.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

As disclosed above, Hon'ble National Company Law Tribunal, Ahmedabad Bench has vide its order dated 30th November, 2017 has initiated Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code 2016 and appointed Mr. Alok Kailash Saksena as Interim Insolvency Resolution Professional who has been confirmed to continue as Resolution Professional as approved by the Committee of Creditors in its meeting held on 4'" January, 2018 under the provisions of the said Code.

Further the moratorium period of the Company pursuant to the IBC Code of 180 days was completed on 28tn May, 2018 and application for extension of Moratorium period of 90 days was made on 11" May, 2018 which was granted by Hon'ble NCLT Ahmedabad Bench on 28 May, 2018. Final Resolution Plan was placed before Committee of Creditors ("CoC") in CoC meeting for their approval in accordance with the provisions of Insolvency and Bankruptcy Code, 2016 and the rules and regulations framed thereunder. On account of less than 66% of the votes being cast in favour, the aforementioned approval of the CoC could not be obtained and moratorium period ended on 27" August ,2018. Henceforth Resolution Professional filed Application for liquidation with NCLT Ahmedabad Bench on 11" September, 2018 on which order is awaited.

PARTICULARS OF CONTRACTS OR ARRAN GEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at http://www.auiaratfoils.com/investors. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

No Related Party Transactions were entered during the year under review by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the CompaniesAct,2013in FormAOC-2 is not applicable.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company, Joint Venture and Associate Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act. 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the year ended 3T March, 2018, the applicable accounting standards have been followed and there are no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 313t March, 2018 and of the profit of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during the financial year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1.Mr.Kamal Kishore Indoria, (DIN 07728233) Whole Time Director of the Company resigned with effect from 9th August, 2017 due to his personal and pressing needs.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Kamal Kishore Indoria, Whole Time Director (upto 09.08.2017), Mr Jitendra Jain, Chief Financial Officer and Mr Rahul Singh, Company Secretary.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

ANNUAL EVALUATION OF THE BOARD

During the year, Corporate Insolvency Resolution Process(CIRP) was initiated in respect of the Company, vide order of the Hon'ble National Company Law Tribunal, Ahmedabad Bench dated 30' November, 2017, under Insolvency And Bankruptcy Code 2016. During the pendency of the proceedings, the powers of the Board of Directors of the Company were suspended and all powers were instead exercised by Mr. Alok Kailash Saksena, Resolution Professional appointed for the Company. Since post appointment of Interim/Resolution Professional, there was no Meeting of Directors, hence Annual Evaluation of the Board has not been done.

During the financial year ended 31 ' March, 2018, there was no Meeting of Independent Directors of the Company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATIONAND OTHER DETAILS

The Company's policy on Directors' appointment including criteria for determining qualifications, positive attributes and independence of a director as well as policy relating to remuneration of Key Managerial Personnel and other employees and other matters provided in Section 178(3) of the Act, is available on Company's website at http://www.quiaratfoils.com/investors .

AUDIT COMMITTEE AND VIGILANCE MECHANISM

The Audit Committee comprises of Mr. Satish Chandra Gupta, Mr. Viresh Shankar Mathur and Mr. Jagannath Pandharinath Dange. The other details pertaining to Audit Committee are included in the Corporate Governance Report, which forms part of this report. There has been no instance of non-acceptance of recommendation of Audit Committee by the Board.

The Board of Directors has established vigil mechanism in the form of Whistle Blower Policy to enable directors and employees to make written Protected Disclosures (as defined in the policy) to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases for investigation. The policy provides for adequate protection for whistle blowers and victimization of complainants and also provides for initiation of disciplinary or corrective action. This functioning of vigil mechanism is periodically reviewed by the audit committee. Your Company has posted the Vigil Mechanism/ Whistle Blower Policy on its website http://www.gujaratfoils.com/investors .

AUDITORS

STATUTORYAUDITOR

The Board has recommended the appointment of M/s. J JAIN & Company, Chartered Accountants, Kolkata (having Firm Registration No 310064E) as the Statutory Auditors of the Company in place of M/s. H.R.Agarwal & Associates (Firm Registration No.323029E), for a First term of five consecutive years, from the conclusion of the 26th Annual General Meeting of the Company scheduled to be held on 29' November, 2018 till the conclusion of the 31 Annual General Meeting to be held in the year 2022, for approval of shareholders of the Company.

Your Company has received written consent and certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014.

COST AUDITORS

Pursuant to Section 148(3) of the Companies Act, 2013, the Resolution Professional recommended the re-appointment of M/s S. K. Agarwal & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2018-2019 for conducting the audit of cost records.

The Resolution Professional has re-appointed M/s. S. K. Agarwal & Associates as Cost Auditors for the Financial Year 2018-19 to conduct the audit of cost record and they have confirmed that their appointment, is within the limits of section 141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 148(5) read with Section 139 and Section 141(3) of the Companies Act, 2013. Their remuneration approved by the Resolution Pofessional, is recommended for ratification by the memberattheensuing Annual General Meeting.

SECRETARIAL AUDITORS

During the year. Secretarial Audit was carried out by M/s. Umesh Ved&Associates, Company Secretaries and Secretarial Auditor of the Company for the financial year 2017-18. Secretarial Audit Report as required under the provisions of Section 204 under the Companies Act, 2013 is annexed herewith as an Annexure A and the report of the Auditor is self-explanatory.

AUDITORS' OBSERVATIONS

The observations in the Auditors Report read with notes to accounts at appropriate place are self-explanatory.

As regards to the observations of Secretarial Auditor with regard to the late filing of couple of forms the directors hereby confirm that the default made was only of a technical nature and the default has been made good by filing the respective forms with additional filing fees.

Further the requisite Form MGT-14 was filed vide SRN: G46305348 on 17.06.2017 for consideration and approval of Audited Financials Results and other related items which was inadvertently filed in general sense and not specifically by mentioning for Consideration and approval of Directors Report for FY 2016-17.

RISK MANAGEMENT

The Company has the risk assessment and mitigation procedures in place and the same have been laid before the Board members from time to time.

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Corporate Social Responsibility (CSR) Policy in compliance with section 135 of the Companies Act, 2013 and the said policy may be accessed on the website of the Company httD://www.auiaratfoils.com/investors . The annual report on the Corporate Social Responsibility (CSR) Policy of the Company as per format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended as an Annexure B to this Report.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report.

MATE RIAL CHANG ES AN D COMMITMENTS AFFECTIN G FIN AN CIAL POSITION

No material changes and commitments affecting the financial position between the end of the financial year and the date of the report.

PARTICULARS OF EMPLOYEES

The employer employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act. 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 has been appended as Annexure D to this Report.

During the year u nder consideration, there were no em ployees, whose part icu lars are requ ired under provisio ns of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There was no complaint received from any employee during the financial year 2017 -18 and hence no complaint is outstanding as on 31' March, 2018 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulations. 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a detailed report on Corporate Governance duly certified regarding compliances of its conditions by the Statutory Auditors M/s H.R. Agarwal & Associates, Chartered Accountants, is presented in a separate section forming part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars required to be disclosed under section 134(3)(m)of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is appended as Annexure E to this Report.

ACKNOWLEDGMENTS

Your Directors wish to place on record their deep sense of appreciation for Investors, Shareholders and Employees of the Company for their continued support towards conduct and operations of the Company.

Your Directors also wish to express their sincere gratitude to the Union Government and the Government of various States, as also to all the Government agencies, Banks, Financial Institutions, Customers, Vendors and other related organizations, who, through their continued support and cooperation, have contributed towards the Company's growth and progress during the year under review.

By order of Resolution Professional
For Gujarat Foils Limited
ABHAY NARENDRA LODHA
Place : Mumbai CHAIRMAN
Date : 30th October, 2018 DIN 00052194