| To |
| The Members, |
| Gujarat Petrosynthese Limited |
| Address: No.24, II Main, I Phase, Doddanekkundi Industrial Area, |
| Mahadevapura, Bengaluru - 560048 |
Your Directors take pleasure in presenting the 48th Annual Report of
the Company together with the Audited Statement of Accounts for the Financial Year ended
March 31, 2025.
1. FINANCIAL STATEMENTS & RESULTS: a. FINANCIAL RESULTS:
The Company's performance during the year ended March 31, 2025 as
compared to the previous financial year, is summarized below:
(INR 000')
| Particulars |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
| Revenue from Operations |
1,69,217 |
1,38,452 |
| Other Income |
32,155 |
29,443 |
| Total Income |
2,01,372 |
1,67,895 |
| Total Expenses |
(1,79,272) |
(1,54,972) |
| Profit/(Loss)before exceptional items & Tax |
22,100 |
12,923 |
| Profit on exceptional items |
- |
- |
| Profit/ (Loss) before tax |
22,100 |
12,923 |
| Less: |
|
|
| 1. Current Tax |
1,880 |
- |
| 2. Tax adjustment of earlier years (net) |
-1 |
700 |
| 3. Deferred Tax |
5,617 |
-4,371 |
| Profit/(Loss) for the year |
14,603 |
16,595 |
| Other comprehensive income (OCI): |
|
|
| Items that will not be reclassified to profit or loss: |
|
|
| 1. Re-measurement gains/(losses) on defined benefit plans |
|
|
| 2. Income tax effect on above |
- |
- |
| Total Other Comprehensive Income (OCI) for the |
|
|
| year, net of tax expense |
- |
- |
| Total Comprehensive Income/ (Expense) for the year |
- |
- |
| Earnings per equity shares (Face Value of Rs.10/- each) |
|
|
| Basic and Diluted earnings per share |
2.45 |
2.78 |
| APPROPRIATION |
|
|
|
|
(INR 000') |
| Interim Dividend |
NIL |
NIL |
| Final Dividend |
NIL |
NIL |
| Tax on distribution of dividend |
NIL |
NIL |
| Transfer of General Reserve |
NIL |
NIL |
| Balance carried to Balance sheet |
14,603 |
16,595 |
b. OPERATIONS:
The Company continues to be engaged in the activities pertaining to the
Manufacture of polymer alloys and blends.
There was no change in nature of the business of the Company during the
financial year under review. c. PERFORMANCE & FUTURE OUTLOOK:
The current year witnessed an increase in sales from 811 MT in 2023-24
to 920 MT in 2024-25 with the revenue from sales increasing to 16.92 crore rupees from
13.84 crore rupees. The company is engaged in the upgradation and modernization of plant,
machinery and equipment that is enabling the company to produce a varied range of products
to suit the customer needs as well as helping in import substitution. d. SUBSIDIARY
COMPANY, ASSOCIATES AND JOINT VENTURES:
The Company does not have any subsidiary, joint venture during the year
or at any time after the closure of the year and till the date of the report.
As on closure of financial year, the Company has one Associate Company
i.e., Multichem Private Limited, that holds 23.36% of share capital of the Company. e.
DIVIDEND:
With a view to conserve resources, your directors have thought it
prudent not to recommend any dividend for the financial year under review. f. UNPAID
DIVIDEND & IEPF:
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the
IEPF Rules), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF; established by the Government of India, after completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority.
However, the transfer of unpaid dividend to Investor Education and
Protection Fund (IEPF) is not applicable to the Company for FY 2024-25 and no amount is
lying in Unpaid Dividend A/c of the Company. g. TRANSFER TO RESERVES:
The Company has not transferred any amount to the Reserves during the
year. h. DEPOSITS:
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 (the Act) read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
Hence, the requirement for furnishing of details relating to deposits covered under
Chapter V of the Act or the details of deposits which are not in compliance with Chapter V
of the Act is not applicable. i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED
PARTIES:
In accordance with the requirements of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), your Company has a Policy on Related-Party Transactions which can be
accessed through web link - https://gpl.in/admin/uploads/
Related%20Party%20Transaction%20Policy.pdf All related-party transactions are placed
before the Audit Committee for review and approval. Prior omnibus approval of the Audit
Committee and the Board is obtained for the transactions which are of a foreseen and
repetitive nature. A statement giving details of all related-party transactions was placed
before the Audit Committee for their noting/approval every quarter.
There were no materially significant transactions with related parties
(i.e., transactions exceeding 10% of the annual consolidated turnover) that may have
potential conflict with the interests of your Company at large entered into during the
year as per the last audited financial statements.
Further, all related party transactions are mentioned in the notes to
the accounts. The Directors draw attention of the members to the Notes to the financial
statements which sets out the disclosure for related party transactions.
None of the Directors and the KMPs have any pecuniary relationships or
transactions vis-a-vis the Company. j. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy, technology absorption, foreign exchange earnings and
outgo etc. are furnished in Annexure II which forms part of this Report. k.
PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:
There were no additional Loans and Guarantees made by the Company under
Section 186 of the Companies Act, 2013 during the period under review.
The details of the existing investments made by the Company under
Section 186 of the Companies Act, 2013 are given in the Notes to the standalone financial
statements for the financial year ended March 31, 2025. l. DETAILS OF MATERIAL CHANGES
FROM END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:
There is no material change affecting the financial position of your
Company which occurred between the end of the Financial Year to which the Financial
Statements relate and the date of this Report. m. DISCLOSURE OF INTERNAL FINANCIAL
CONTROLS:
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the year under review, no
material or serious observation has been received from the Statutory Auditors of the
Company for inefficiency or inadequacy of such controls.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The appointment and remuneration of Directors are governed by the
Policy devised by the Nomination and Remuneration Committee of your Company. The detailed
Nomination and Remuneration Policy is contained in the Corporate Governance Report of the
Annual Report.
Your Company's Board has 5 (Five) Directors comprising of 2 (Two)
Managing Directors, 2 (Two) Independent Directors and 1 (One) Non-Independent Director.
The complete list of Directors of the Company has been provided in the Corporate
Governance Report forming part of this Annual Report. a. Board of Directors: i.
Appointment
No appointment of any director was made in the Company during the year
under review. ii. Re-appointment
No Re-appointment of any director was made in the Company during the
year under review. iii. Resignation / cessation
No Resignation / cessation of any director was made in the Company
during the year under review. iv. Retirement by rotation and subsequent re-appointment
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, none of the Independent Directors is liable to
retire by rotation.
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Ms. Charita Thakkar (DIN: 00321561), is liable to retire by rotation at the ensuing Annual
General Meeting of the Company and being eligible, offers herself for re-appointment. The
said Director is not disqualified from being reappointed as a Director of a Company v. Key
Managerial Personnel: i. Appointment
No appointment of any KMP was made in the Company during the year under
review. ii. Resignation No Resignation of any KMP was made in the Company during the year
under review. vi. Declarations by Independent Directors:
All the Independent Directors have confirmed that they meet the
criteria of independence as laid down under the Act and Listing Regulations. They have
declared that they do not suffer from any disqualifications specified under the Act. In
terms of Regulation 25 (8) of Listing Regulations they have confirmed that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. The Board of Directors of the
Company has taken on record the declaration and confirmation submitted by the Independent
Directors after undertaking due assessment of the veracity of the same. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company. Also, all the Independent Directors are registered on the on-line database of
Independent Directors by the Indian Institute of Corporate Affairs, Manesar
(IICA). vii. Remuneration / Commission Drawn from Holding / Subsidiary
Company:
The Company does not have any holding company or subsidiary company and
thus the remuneration/ commission drawn by Directors/KMPs from holding/subsidiary company
is not applicable.
3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES a. Board
Meetings:
The Board of Directors met five (5) times during the financial year
ended 31st March 2025 on 28th May, 2024, 17th July, 2024, 08th August, 2024, 07th
November, 2024 and12th February, 2025, in accordance with the provisions of the Companies
Act, 2013 and rules made thereunder.
| Name of the Directors |
Number of Board meetings that Directors were
eligible to attend during financial year 2024-25 |
Board meetings attended |
| Ms. Urmi Prasad |
5 |
5 |
| Ms. Charita Thakkar |
5 |
5 |
| Mr. Rajesh Parikh |
5 |
5 |
| Mr. Phiroz Burjorji Munshi |
5 |
5 |
| Mr. Nuthakki Rajender Prasad |
5 |
5 |
Your Directors state that applicable Secretarial Standards
(SS'), i.e., SS-1 and SS-2, relating to Meetings of the Board of
Directors' and General Meetings', respectively, issued by the Institute of
Company Secretaries of India and notified by the Ministry of Corporate Affairs of India
have been duly followed by the Company. b. Audit Committee:
The details including the composition of the Audit Committee including
attendance at the Meetings and Terms of Reference are included in the Corporate Governance
Report, which forms part of the Annual Report. c. Nomination and Remuneration Committee:
The details including the composition of the Nomination &
Remuneration Committee including attendance at the Meetings and Terms of Reference are
included in the Corporate Governance Report, which forms part of the Annual Report.
d. Stakeholders Relationship Committee:
The details including the composition of the Stakeholder Relationship
Committee including attendance at the Meetings and Terms of Reference are included in the
Corporate Governance Report, which forms part of the Annual Report. e. Vigil Mechanism
Policy for the Directors and Employees:
The Board of Directors of the Company has, pursuant to the provisions
of Section 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, framed
a Vigil Mechanism Policy for Directors and employees of the Company to provide
a mechanism which ensures adequate safeguards to employees and Directors from any
victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any, financial statements and reports,
etc.
The policy is also uploaded on the website of the Company. The path of
the same is as follows: https://www.gpl.in/admin/uploads/Vigil%20Mechanism%20Policy.pdf
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Board of Directors.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. f. Risk Management Policy:
The Board of Directors of the Company has designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances which may lead to
negative consequences on the Company's businesses and define a structured approach to
manage uncertainty and to make use of these in their decision-making pertaining to all
business divisions and corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic management reviews. g.
Corporate Social Responsibility Policy:
The provisions of Section 135 of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, are not applicable on the Company. h. Annual
Evaluation of Directors, Committee and Board:
Pursuant to the Section 134(3)(p) of the Companies Act, 2013 as amended
from time to time and Regulations 17 and 25 of the Listing Regulations, the Board has
carried out an annual performance evaluation of its own performance, and of the Directors
individually, as well as the evaluation of all the committees i.e., Audit, Nomination and
Remuneration and Stakeholders Relationship Committee.
The Board adopted a formal evaluation mechanism for evaluating its
performance and as well as that of its committees and individual Directors, including the
Chairman of the Board. The exercise was carried out by feedback survey from each Director
covering the Board functioning such as composition of Board and its Committees, experience
and competencies, governance issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman of the Board who were evaluated
on parameters such as attendance, contribution at the meeting etc.
The various criteria considered for evaluation of Executive Directors
included qualification, experience, knowledge, commitment, integrity, leadership,
engagement, transparency, analysis, decision making, governance etc. The Board commended
the valuable contributions and the guidance provided by each Director in achieving the
desired levels of growth. This is in addition to evaluation of Non-Independent Directors
and the Board as a whole by the Independent Directors in their separate meeting being held
every year.
4. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under: a.
Observations Of Statutory Auditors on Accounts for The Year Ended March 31, 2025:
The observations / qualifications / disclaimers made by the Statutory
Auditors in their report for the financial year ended March 31, 2025 read with the
explanatory notes therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. b.
Secretarial Audit Report for The Year Ended March 31, 2025:
Provisions of Section 204 read with Section 134(3) of the Companies
Act, 2013, mandate the Company to obtain Secretarial Audit Report from Practicing Company
Secretary.
J.J. Gandhi & Co., Practicing Company Secretaries had been
appointed to issue the Secretarial Audit Report for the financial year 2024-25.
Secretarial Audit Report issued by J.J. Gandhi & Co., Practicing
Company Secretaries in Form MR-3 for the financial year 2024-25 is annexed hereto and
marked as Annexure I. The report does not contain any observation or
qualification requiring explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013 Further, in view of the recent amendment to the Listing Regulations,
it is proposed to appoint J.J. Gandhi & Co., Practicing Company Secretaries as the
Secretarial Auditors of the Company for a term of five years commencing on April 1, 2025
until the conclusion of the 53rd Annual General Meeting of the Company which will be held
for the financial year 2029-30. The proposal for the said appointment is being placed for
the approval of the Members at the ensuing AGM. c. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s. Dayal & Lohia, Chartered
Accountants, were appointed as Statutory Auditors of the Company at the 45th AGM held on
September 29, 2022 for a term of five financial years and they continue to be the
Statutory Auditors of the Company till the conclusion of the ensuing 50th AGM. The
Statutory Auditors have confirmed their eligibility under Section 141 of the Companies
Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company.
As required under Regulation 33(1)(d) of the Listing Regulations, the Auditors have also
confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India. The amended provision of Section 139(1) of
the Companies Act, 2013, has dispensed with the ratification of appointment of Statutory
Auditors each year by the Members. d. Internal Auditors:
The Company has adopted an internal control system, commensurate with
its size. The Company had appointed M/s. Krishna & Vishwas LLP as the Internal
Auditors of the Company for FY 2024-25 to complete the internal audit.
Further, the Board of Directors in their meeting held on May 23, 2025
has proposed to reappoint M/s Krishna & Vishwas LLP, as the Internal Auditor of the
Company for the financial year 2025-26. The Company ensures compliance and controls so
that the assets and business interests of your Company are adequately safe guarded. e.
Maintenance of Cost Records:
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time, the Company is not required to maintain Cost Records under said Rules. f. Reporting
of Frauds by Statutory Auditors Under Section 143(12):
There were no incidences of reporting of frauds by Statutory Auditors
of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules,
2014.
5. CORPORATE GOVERNANCE REPORT:
In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from the Auditors on its
compliance front forms part of this Annual Report.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 read with Schedule V(B) of Listing
Regulations, the Management Discussion and Analysis report is annexed hereto and marked as
Annexure III.
7. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The information required under section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016 in respect of employees of the Company is provided in
Annexure- IV.
8. SECRETARIAL: a. Share Capital:
Authorised Share Capital
The Authorised Share Capital of the Company is Rs. 18,00,00,000/-
divided into 1,40,00,000 Equity Shares of Rs. 10/- each and 40,00,000 5% Non- Cumulative
Redeemable Shares of Rs. 10/- Each.
Issued, Subscribed and Paid-up Share capital
The issued, subscribed and paid-up Share Capital of the Company stood
at Rs. 5,96,91,660/- as at March 31, 2025 comprising of 59,69,166 Equity Shares of Rs. 10
each fully paid-up. There was no change in Share Capital during the year under review. b.
Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meetings. c. ANNUAL RETURN:
As provided under Section 92(3) and 134(3)(a) of the Act, read with
Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment
Rules, 2020, the Annual Return of your Company in form MGT-7 for the Financial Year
2024-25 , is hosted on the website of your Company and the web-link of the same is as
mentioned below, i.e., https://www.gpl.in/mgt-7.php
9. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read with
Companies (Accounts) Rules, 2014 are furnished as under: a. Disclosure of Orders Passed by
Regulators or Courts or Tribunal:
There were no significant or material orders passed by any regulatory
Authority, Court or Tribunal which shall impact the going concern status and
Company's operations in future during the financial year. b. Director's
Responsibility Statement:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134 (3)(c) of the Companies Act, 2013: a. in the
preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures; b. such accounting policies
have been selected and applied consistently and the Directors 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 as at March 31, 2025 and of the profit of the Company for that year; c.
proper and sufficient care was 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 of the
Company have been prepared on a going concern basis; e. the internal financial controls
are followed by the Company and such internal financial controls are adequate and were
operating effectively; f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively; c. Disclosure Regarding Internal Complaints Committee:
The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. There has been no complaint
received from any of the employees of the Company during the year under review.
| Number of complaints of sexual harassment received in the
year |
NIL |
| Number of complaints disposed of during the year |
NIL |
| Number of cases pending for more than ninety days |
NIL |
d. Disclosure Under Rule 8 of Companies (Accounts) Rules, 2014:
The company is in compliance with respect to the provisions relating to
the Maternity Benefits Act, 1961. e. Disclosure Under Section 43(a)(ii) Of the Companies
Act, 2013:
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule
4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. f.
Disclosure Under Section 54(1)(b) Of the Companies Act,2013:
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section 54(1)(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished. g. Disclosure Under Section 67(3) Of the Companies Act,2013:
During the year under review, there were no instances of non-exercising
of voting rights in respect of shares purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 is furnished. i. Certifications/Recertifications:
Your Company is certified for Standard ISO 9001:2015 & ISO
14001:2015. j. No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose 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 is not applicable; k. The
requirement to disclose 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, is not applicable. l.
Acknowledgements and Appreciation:
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/associates, financial institutions and
Central and State Governments for their consistent support and encouragement to the
Company.
|
For and on behalf of the Board |
|
|
Gujarat Petrosynthese Limited |
|
|
Ms. Urmi N. Prasad |
Ms. Charita Thakkar |
| Date : 12th August, 2025 |
Jt. Managing Director |
Jt. Managing Director |
|
DIN: 00319482 |
DIN: 00321561 |
|
Place: San Francisco |
Place : San Francisco |
|