Dear Members,
Your Companys Directors are pleased to present the 28thAnnual Report of the
Company, along with Audited Accounts, for the Financial Year ended 31st March, 2023 along
with the auditors report and notes to the accounts thereon which forms part of this
report.
FINANCIAL RESULTS
The highlights of the financial of your company are as under:
Rs. (In Lacs)
PARTICULARS |
31/03/2023 |
31/03/2022 |
| Income |
425.50 |
394.35 |
| Total Expenses |
167.92 |
117.68 |
| Profit before depreciation |
257.58 |
276.67 |
| Depreciation |
36.33 |
32.86 |
| Profit / (loss) before Tax |
221.25 |
243.81 |
| Tax Expense |
55.83 |
61.41 |
| Profit / (loss)After Tax |
165.42 |
182.40 |
Balance in Retained earnings at the beginning of the year |
227.38 |
146.98 |
| Payment Of Dividend |
204.00 |
102.00 |
| Balance in Retained earnings at the end of the year |
188.80 |
227.38 |
COURSE OF BUSINESS AND OUTLOOK
The company had a profit of Rs.165.42 lacs as compared to the previous year of
Rs.182.40 lacs. Your
Directors are hopeful that the Companys performancewill improve in the years to come
which is subject to various other prevailing market/ industrial/ economic conditions
applicable to the company.
TRANSFER TO RESERVES
Your Company does not propose to transfer any amount to the Reserves during the year.
DIVIDEND
The Board has declared an interim dividend of Rs. 2.00 per equity share of the face
value of Rs.10/- each for the financial year ended 31/03/2023 and same is proposed as
final dividend for the year ended 31/03/2023.
SHARE CAPITAL
The authorized share capital of the Company is Rs.1,10,000,000 divided into 11,000,000
equity shares of Rs.10 each. At the beginning of the year under review, the issued,
subscribed and fully paid up capital was Rs.1,02,000,000 divided into 102,00,000 equity
shares of 10 each. There was no change in share capital of the Company during the year
under review.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business during the financial year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees, securities and investments as covered under the
provisions of section 186 of the Companies Act, 2013 are furnished in the financial
statements, if any and forms part of this
Boards Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators/Courts/Tribunal which
would impact the going concern status of the Company and its future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no contracts, arrangements or transactions entered into that fall under the
scope of Section 188(1) of the Companies Act, 2013. Disclosures of related party
transactions are mentioned in financial statement of the company and forms part of this
report.
ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of the annual return i.e Form MGT 7 on the website of the Company :
http://gothiplascon.com/annual-return/
NUMBER OF MEETINGS OF THE BOARD
During the year, 6 (six) meetings of the Board of Directors were held. The details of
the meetings are furnished in the Corporate Governance Report which is attached to this
report.
CHANGES IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR, IF ANY
Mr.Manish Tulsyan was appointed as an Additional Director under the category of
Independent Director of the Company with effect from 12/08/2022 by the Board of Directors
on the recommendation of the NRC in accordance with Section 161(1) of the Act.His
appointment as an Independent Director for a period of 5 years with effect from
12/08/2022, was approved by the shareholders at the previous Annual General Meeting (AGM)
held on 26/09/2022.
Mr.Rakesh Rathi was appointed as an Additional Director under the category of
Independent Director of the Company with effect from 25/08/2022 by the Board of Directors
on the recommendation of the NRC in accordance with Section 161(1) of the Act.His
appointment as an Independent Director for a period of 5 years with effect from
25/08/2022, was approved by the shareholders at the previous Annual General Meeting (AGM)
held on 26/09/2022.
Mrs.Monicaajit Singh resigned from the directorship of the company.
Mrs. Priyadarshana Gothi (DIN:09685568), Director of the Company, retire by rotation at
the forthcoming Annual General Meeting and being eligible haveoffered presently herself
for re-appointment.
Mr. Sanjay Gothi (DIN: 00600357) completed his present term as Managing Director of the
Company on 31/07/2023 and was reappointed for a further term of three years by the Board
w.e.f. 01/08/2023, based on the recommendation of the NRC and subject to approval of the
shareholders at the AGM.
Mr. Krishnasamy Thirumurthi is appointed as additional director of the Company on
26/08/2023
The composition of the Board of Directors of the Company and other details related to
the board during the year is furnished in the Corporate Governance Report annexed to this
report.
COMMITTEES
The composition of the committees of the Company and other related details is furnished
in the Corporate Governance Report annexed to this report.
DECLARATION FROM INDEPENDENT DIRECTORS
The company has received necessary declarations from the Independent Directors under
Section 149(6) of the Companies Act and Regulation 25(8) of the SEBI LODR that they meet
the criteria of independence laid down thereunder. The Board has reviewed the disclosures
of independence submitted by the Independent Directors and is of the opinion that the
Independent Directors of the company fulfill the conditions specified in the Companies Act
and SEBI LODR and are independent of the management.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI
(Listing Obligations and Disclosure Requirement Regulations) to the extent applicable, the
Board has carried out an evaluation of its own performance, the directors individually as
well as the evaluation of the working of its various Committees.
The criteria for performance evaluation of the Committees and the Board as a whole
include aspects likecomposition, functioning, effectiveness of processes & meetings,
interaction with management and othermeasures. The criteria for Performance Evaluation of
the Directors include aspects like professional conduct, competency, integrity,
contribution to the Board and Committee Meetings and other measures. In addition,
theperformance of the Chairman is also evaluated on key aspects of his roles and
responsibilities.
A separate meeting of the independent directors was convened, which reviewed the
performance of the Board (as a whole), the Non-Independent director and the Chairman.
FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The familiarization programme for the Independent Directors are disclosed in the Report
on Corporate
Governance forming part of this Boards Report.
A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
The Board is of the opinion that all the Independent Directors of the Company are
persons of integrity and possess relevant expertise and experience (including the
proficiency) to act as Independent Directors of the Company. Further, in terms of Section
150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all the Independent Directors have confirmed that they have
registered themselves with databank maintained by the Indian Institute of Corporate
Affairs ("IICA")and have included their name in the databank of Independent
Directors as required under Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The salient features of the Remuneration Policy
details are stated in the Corporate Governance Report. The Remuneration Policy approved by
the Board of Directors is uploaded on the website of the Company www.gothiplascon.com.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the
Directors would like to state that: (i) In preparation of the annual accounts for the
financial year ended March 31, 2023, the applicable accounting standards have been
followed and there are no material departures;
(ii) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or loss of the Company for the year under review;
(iii) 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) The directors have prepared the annual accounts on a going concern basis.
(v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
(vi) The directors had devised proper system to ensure compliance with the provisions
of all applicable laws and that such system were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Gothi Plascon (India) Limited has an adequate system of internal financial control in
place which has been designed to provide a reasonable assurance with regard to maintaining
of proper accounting controls, monitoring of operations, protecting assets from
unauthorized use or losses, compliance with regulations and for ensuring reliability of
financial reporting.
SECRETARIAL STANDARDS
The Company state that applicable Secretarial Standards have been duly followed by the
Company.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY
The Company do not have any Subsidiary, Joint Ventures or Associate Company. Hence the
requirement of presenting the consolidated financial statements in Annual Report is not
applicable.
DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said
financial year.The particulars of unsecured loan , if any, are furnished in the financial
statements and forms part of this report .
MAINTENANCE OF COST RECORDS:
The maintenance of cost records as specified by the central government under
sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the
company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
EXPENDITURE
a) Conservation of energy : Your Company being a company having major income from rent
the company has no activities involving conservation of energy. However, your Company has
taken adequate measures for conservation of energy wherever possible.
b) Technology Absorption: Your Company has no activities involving adoption of any
specific technology
c) Foreign exchange earnings and Outgo- NIL
CORPORATE SOCIAL RESPONSIBILITY
The Company provision of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) of the
COMPANIES ACT,2013
During the year under review, there were no frauds reported by the auditors under
Section 143(12) of the Companies Act,2013.
RISK MANAGEMENT
Your Company continues to have an effective Risk Management. The management
continuously oversees the risk management process including identification, impact
assessment and drawing mitigation plans. The details of risks perceived by the Management
are annexed as part of the Management Discussion and Analysis Report.
CORPORATE GOVERANCE
Your Company has been complying with the principles of good Corporate Governance
practices over the years. A report on Corporate Governance is attached to this report
In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate
Governance forms part of this report as
Annexure -I.
A certificate from Mr.N.K Bhansali, Practicing Company Secretary affirming compliance
with the various conditions of Corporate Governance in terms of the Listing Regulations is
given in Annexure - VI to this report.
CODE OF CONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations, the Board Members and the
Senior Management Personnel affirm compliance with the Code of Conduct on an annual basis.
The declaration by the CEO as required under Regulation 34(3) read with Schedule V (D)
of the Listing Regulations regarding adherence to the Code of Conduct has been obtained
for FY 2022-23.
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has established a vigil mechanism to promote ethical behavior in all its
business activities. The details of the Policy is posted on the website of the Company.
There was no reporting made by any employee for violations of applicable laws and
regulations and the Code of Conduct for FY 2022-23.
AUDITOR AND AUDIT REPORT
In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s.
N.Singhal & Company, Chartered Accountants, (Firm Registration No.006249C) were
appointed as Statutory Auditor of your Company at the 27th Annual General Meeting for a
term of 5 years.
The report of the auditor & notes to the accounts thereof are self explanatory and
forms part of this report and the contents of the same be read as content of directors
report wherever applicable and warranted . The contents of the same be read as part and
parcel of the directors report wherever required.
SECRETARIAL AUDITOR AND REPORT
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942 PCS No
2321 ) to undertake the Secretarial Audit of the Company for the financial year 2022-23.
The Secretarial Audit report is annexed as Annexure- II to this report.
The secretarial auditor report is self explanatory and forms part of this report and
the contents of the same be read as content of directors report wherever applicable and
warranted . The contents of the same be read as part and parcel of the directors report
wherever required.
DISCLOSE OF THE TOTAL AMOUNT LYING IN THE UNPAID DIVIDEND ACCOUNT
Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto March
31, 2023 and the corresponding shares, which are liable to be transferred to the IEPF:
S.No |
Financial year |
Date of declaration of Dividend |
Number shares whom amount unpaid of against Dividend is |
Amount Unpaid as on March 31, 2023 (Rs.) |
Due date of transfer of Unpaid and Unclaimed Dividend to
IEPF |
1. |
2019-20 |
Interim Dividend Board Meeting held on 23/03/2020 |
13,06,800 |
13,06,800 |
21/05/2027 |
2. |
2020-21 |
Interim Dividend Board Meeting held on 17/03/2021 |
11,96,135 |
11,77,020 |
15/05/2028 |
3. |
2021-22 |
Interim Dividend Board Meeting held on 04/02/2022 |
12,33,534 |
12,06,333 |
04/04/2029 |
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As required under SEBI (Listing Obligations and Disclosure Requirements Regulations)
Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure
III to this report.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in an Annexure-IV and forms part of
this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company had complied in general with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013 . The Company has
not received any complaint on sexual harassment during the financial year 2022-2023.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the year, no application and proceedings has been initiated under Insolvency and
Bankruptcy Code.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the Financial Year 2022-23, the Company has not made any settlement with its
bankers, hence the question of above difference doesnt arise
ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS
The following annexures referred in this report and other information which are
required to be disclosed are attached and forms an Integral part of this report
| ANNEXURE |
PARTICULARS |
| I |
Corporate Governance Report |
| II |
Secretarial Audit Report |
| III |
Management Discussions and Analysis Report |
| IV |
Information required under section 197 of the Companies Act, 2013 |
| V |
Certificate by Chief Executive Officer (CEO) And Chief Financial Officer
(CFO) |
| VI |
Certificate On Compliance With The Conditions Of Corporate Governance
Under |
|
The Listing Agreement |
| VII |
Certificate Of Non-Disqualification Of Directors |
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion
& Analysis as explained in the Corporate Governance Report, describing the Companys
objectives, estimates and expectations may constitute "forward looking
statements" within the meaning of the applicable laws and regulations. Actual results
might differ materially from those expressed or implied in the statements depending on the
circumstances.
ACKNOWLEDGMENT
The Directors would like to place on record their sincere appreciation to the Companys
customers, vendors and bankers for their continued support to the Company during the year.
The Directors also wish to acknowledge the contribution made by employees at all levels
for steering the growth of the organization. We thank the Government of India, the State
Governments and other government agencies for their assistance and cooperation and look
forward to their continued support in future. Finally, the Board would like to express its
gratitude to the members for their continued trust, co-operation and support.
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