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Gupta Synthetics Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
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Year End :2015-03 
Dear Members,

The Directors are pleased to present the Thirty first Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2015.

PARTICULARS

                                                 As at 31-03-2014
                                                  (Rs.in Lacs)

Sales & Other Incomes                                           9203.38

Gross Profit before Interest                                   (865.62)
& Depreciation

Less : Interest                               1694.18

Depreciation                                   863.09           2557.27

Profit / (Loss) before Tax                                    (3422.88)

Less : Provision for Current Tax                 0.00

Add Provision for Deferred Tax                 131.39            131.39

Provision for Fringe Benefit Tax                 0.00

Profit / (Loss) after Taxation                                (3291.49)

Less : Adjustments of earlier years                                9.09

                                                              (3300.58)

Add : Surplus brought forward from                           (10570.12)
previous years

Balance carried to Balance Sheet                             (13870.70)

                                                As at 31-03-2015
                                                 (Rs.in Lacs)

Sales & Other Incomes                                           7305.45

Gross Profit before Interest                                   (916.43)
& Depreciation

Less : Interest                               1850.65

Depreciation                                   664.70           2515.35

Profit / (Loss) before Tax                                      3431.78

Less : Provision for Current Tax                 0.00

Add Provision for Deferred Tax                  34.44

Provision for Fringe Benefit Tax                 0.00             34.44

Profit / (Loss) after Taxation                                (3397.34)

Less : Adjustments of earlier years                             (18.96)

                                                              (3416.30)

Add : Surplus brought forward from                            (7153.82)
previous years

Balance carried to Balance Sheet                             (10570.12)

DIVIDEND

Due to the loss incurred by the Company during the year 2014- 2015 no dividend is recommended for the payment on the Equity Share capital.

MATERIAL CHANGES

The Company has received notices under section 13 (4) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 from IDBI Bank Ltd , ING Vysya Bank Ltd and State Bank of India Ltd. And above banks have taken the symbolic possession of the factory of the Company..

Status of Sick Company was abated on the 01st Day of July, 2015 by Board of BIFR, New Delhi.

DEPOSITS :

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies ( Acceptance of Deposits) Rules, 2014.

RESERVES

In view of Loss, your Board of Directors do not appropriate any amount to be transferred to General Reserves during the year under review.

INSURANCE

The Company has adequately covered all assets against all risks.

CORPORATE SOCIAL RESPONSIBILITY

Due to Loss incurred by the Company during the year 2014-15, your directors regret their inability to recommend any amount for Corporate Social Responsibility.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The turnover of the Company during the year increase by 25.98 % at 9203.38 Lacs as compared to Rs 7305.45 Lacs for the corresponding year ended 31st March, 2015. The profit before Interest and Depreciation worked out to Rs. (865.62) Lacs as against Loss of Rs. (916.43) Lacs for the year ended 31st March, 2014. The net profit/(Loss) derived by the Company is Rs. (3300.58) Lacs. Due to non profitability in manufacturing of Partially Oriented Yarn the Company has temporary decided to stop the production of POY and concentrate only Nylon filament yarn.

STATEMENT FOR IMPROVEMENT/ DEPRESSED RESULT

The management's discussion and analysis report, as required under corporate governance, forming part of report, is reflection of the current state of business. It is also deals with the opportunities and threats faced by your Company. They also discussed to make improvement in the business of the Company.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company have not any Subsidiary or joint venture or Associates Company

APPOINTMENT OF STATUTORY AUDITORS AND AUDITORS REPORT

Statutory Auditors of the Company M/s.R.R.Patchigar & Co. Chartered Accountant of Surat will retire at the conclusion of the ensuring Annual General Meeting from the office of the Statutory Auditors and being eligible offer themselves for re appointment from the end of the ensuring Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT

The qualification /adverse remarks in the Auditors Report are self explanatory and in opinion of the Board do not call for any clarification.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT AND ANY OTHER AUTHORITY

Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statement

SHARE CAPITAL

The paid up share capital of the company is Rs. 7, 35, 27,000/ is Equity Share Capital and Rs. 15.00 00 000/ is Preference Share Capital

Your Company has not issue any kind of Share During the financial year ending on 31st March, 2015

LISTING ON STOCK EXCHANGE :

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), Mumbai

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no MGT- 9 shall forming a part of the Board report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars prescribed by the companies under the provisions of the section 134(3) of the Companies Act, 2013 as to conservation of energy, Technology absorption, Foreign Exchange Earnings and outgo are furnished below:

A. CONSERVATION OF ENERGY

I) The step taken or impact on conservation of energy Nil

II) The Steps taken by the Company for utilization alternate source of energy: Nil

III) The capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION

I) the efforts made towards technology absorption : Not applicable

II) the benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable

III) In case of imported technology ( imported during the last three years reckoned from the beginning of the financial year)

a. the details of technology imported : Not applicable

b. the year of import : Not applicable

c. whether the technology been fully absorbed : Not applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reason thereof; : Not applicable

IV) The expenditure incurred on research and development : Nil

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earned ( actual inflows during the year) Nil Foreign Exchange outgo ( actual outflows) Nil

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 124 of the Companies Act, 2013, your company has transferred Rs. 125624/ to Investor Education and protection Fund on 12th December, 2014 as it was Un claimed & Unpaid Dividend since last seven years and form no 1 INV was already uploaded.

DIRECTORS :

Mrs Meenu Maheshwari, (DIN : 07113136) Additional Director, appointment has been made during the Financial year 2014- 15

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) and Particulars of Association of the Company, Shri Prakash Gupta (DIN : 00010358) will retire by rotation at the ensuring Annual general meeting of the Company and being eligible, offers him self for re- appointment. The Board recommends his appointment

CESSATION

No director has resign from the Directorship of the Company Declaration by an independent director(s) and reappointment, if any

A declaration by an independent Directors that they meet the criteria of independence as provided in sub section (7) of Section 149 of the Companies Act, 2013 has been received and took the note of the same.

FORMAL ANNUAL EVALUATION

The Nomination and Committee of the Board has formulated a performance Evaluation framework, under which the committee has identified the criteria upon which the committee has identified the criteria upon which every director shall be evaluated. The policy also provides the manner in which the Directors, as a collective unit in the form of Board committee and the Board function and perform

DETAILS OF BOARD MEETING

During the year. Six Board Meeting were held on May14, 2014, August 12,2014, September 30, 2014, November 14, 2014, February 14, 2015 and March 23, 2015. The intervening gap between the meeting was within the period prescribed under the Companies Act, 2013 for the details of Audit committee meeting please refer report on Corporate Governance of this Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company promoters ethical behaviour in all its business activities and has put in implementation of a mechanism wherein in Employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company's codes of conduct or Corporate Governance policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company or the Compliance officer. The Whistle Blower policy has been appropriately communicated within the Company

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 The details of the investments made by the company is given in the financial statement

MANAGERIAL REMUNERATION

Your company has not paid any remuneration to any director or managing Director of the Company.

Your Company have not any employees, who was in receipt of remuneration in excess of limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

SECRETARIAL AUDIT

A Secretarial Audit Report given by M/s K. Dalal & Co, a Company Secretary in practice shall be annexed with the report.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in clause 49 of the Listing agreement shall be annexed with the report.

Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a separate section entitled Corporate Governance and the Certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance has been included in this Annual Report

RISK MANAGEMENT POLICY

A Statement indicating development and implementation of risk management policy for the Company including therein of elements of risk, if any which in the opinion of the Board may threaten the existence.

The Board of Directors has duly developed and implemented a risk management policy for the Company.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board Members and for Senior Management and Employees of the Company ( Code).All the Board Members and Senior Management personnel have affirmed compliance with these Codes. A declaration signed by the Managing Director to this effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Director which is a guide to professional conduct for Independent Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub section (3) of section 134 of the Companies Act, 2013

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The directors had selected accounting policies and applied are consistent and the judgments and estimates made 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 or loss of the Company for the period.

(iii) The directors had taken proper and sufficient care has been taken 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) The Directors had prepared the annual accounts on a going concern basis.

(v) The Company has received notices under section 13 (4) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 from IDBI Bank Ltd , ING Vysya Bank Ltd and State Bank of India Ltd. And above banks have taken the symbolic possession of the factory of the Company.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE ( PREVENTION, PROHIBITION AND REDRESSAL ACT,2013

The Company has been employing about one women employee. The Company has in place an Anti harassment policy in line with the requirement of Sexual harassment of women at workplace( Prevention, prohibition and Redressal ) Act, 2013 Internal Complaint committee is set up to redress complaints received regularly, is monitored and directly report to the Chairman & Managing Director. There was no compliant received from employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal. report to the Chairman

ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere thanks for the support and co-operation extended by the Financial Institution, Commercial Banks, Government of India, Government of Gujarat, Government of Union Territory of Silvassa (Dadra & Nagar Haveli) Buyers, Suppliers and Share Holders for their continued support.

lour Directors also wish to express their thanks for the services rendered by the Company's employees at all

                                         FOR AND ON BEHALF OF THE BOARD

Place : Surat                                                      Sd/-
Date : 14.08.2015                                              CHAIRMAN


 
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