Your Directors' present the Thirty Sixth Annual Report and Statement of Accounts for the year ended 31st March, 2025.
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01-04-24 to
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01-04-23 to
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31-03-25
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31-03-24
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FINANCIAL RESULTS
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(Rs.in Lakhs)
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(Rs.in Lakhs)
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Sales
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1,778.94
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1691.39
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Profit/(Loss) before Depreciation & tax
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272.91
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203.60
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Depreciation
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20.80
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19.27
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Profit &(Loss) before tax
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252.11
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184.33
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Current tax
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8.44
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-
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Deferred tax
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29.19
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(31.60)
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Profit/(loss) after tax
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214.48
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215.93
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Other Comprehensive Income
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(12.83)
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(3.97)
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Total Comprehensive Income for the year
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201.65
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211.96
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1. STATE OF COMPANY'S AFFAIRS:
The Sales during the year was Rs. 1,778.94 lakhs compared to previous year Sales of Rs. 1691.39 lakhs. During the year ended
31st March, 2025 the Company has earned a Profit of Rs. 214.48 lakhs (Previous year Profit of Rs. 215.93 lakhs).
The Company manufactures as well as outsourced the full range of products viz. ceramic Capacitors both Multilayer and
Single layer, through various sources, as per our quality standards. We also market other Active and Passive Components.
In order to conserve resources, your directors' have not been able to recommend any Dividend for FY 2024-2025.
2. TRANSFER TO RESERVES:
No amount has been transferred to General Reserves.
3. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:
During the financial year 2024-25, Four Board Meetings were held on the following dates:
(a) 6th May, 2024 (b) 29th July, 2024 (c) 28th October, 2024 (d) 29th January, 2025
More details for the Board Meeting are given under Corporate Governance Report.
4. AUDIT COMMITTEE:
The Audit Committee during the year consisted of 4 members. More details on the committee are given under Corporate
Governance Report.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consists of 3 members. More details on the committee are given under Corporate
Governance Report.
6. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of 4 members. More details on the committee are given in Corporate
Governance Report.
7. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the
details of which is placed on the website of the company. The Board has also formulated the whistle blower policy, same
has been uploaded on the website of the company. http://www.epelindia.in/Download/Vieil%20Mechanism%20&%20
Whistle%20 Blower%20Policy.pdf.
There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for
the F.Y. 2024-25.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanations relating to material departures;
b. Appropriate accounting principles have been selected and applied consistently and have made judgements 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 31st March,
2025 and of the profit of the Company for the year ended 31st March, 2025;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The directors have laid down internal financial controls to be followed by the Company;
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.
9. TAXATION:
The Company's Income Tax assessments have been completed up to the year ended 31st March, 2024.
10. DEPOSITS:
The Company has not received any deposits from Public during the year and there are no outstanding deposits.
11. INDUSTRIAL RELATIONS:
Industrial Relations with the employees of the Company were cordial during the year under review.
12. CONSERVATION OF ENERGY:
Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in
“Annexure I" forming part of this report.
13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):
a) In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. P.T.
Kilachand, (DIN 00005516), Director of the Company is liable to retire by rotation and being eligible, offers himself for
re-appointment. The said re-appointment is placed before the Members for their approval in ensuing Annual General
Meeting.
b) Mr. A.H. Mehta ceased to be director of Company due to demise on 19th June, 2024.
c) Mr. C.K. Khushaldas completed his second and final term as Independent Director of Company w.e.f 12th August, 2024 and
hence ceased to be the Director of Company.
d) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its
meeting held on 29th July, 2024 appointed Mr. V.K. Puniani, (DIN 10706691) as Whole Time Director, designated as Executive
Director of Company w.e.f. 1st August, 2024 for a period of 2 (two) years. Approval of shareholders has been taken by way
of Postal Ballot on 4th September, 2024.
e) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its
meeting held on 29th July, 2024 appointed Mr. Chetan R. Desai, (DIN 03246010) as Independent Director of Company for an
initial term of 5 (five) years w.e.f. 11th August, 2024. Approval of shareholders has been taken by way of Postal Ballot on 4th
September, 2024.
f) Ms. Saloni A. Jhaveri completed her second and final term as Independent Director of Company w.e.f 29th March, 2025 and
hence ceased to be the Director of Company.
g) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its
meeting held on 29th January, 2025 appointed Ms. Nirmala S. Mehendale, (DIN 01230600) as Independent Director of
Company for an initial term of 5 (five) years w.e.f. 26th March, 2025. Approval of shareholders has been taken by way of
Postal Ballot on 12th March, 2025.
14. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:
The Company has received the declaration from each Independent Directors that they meet the criteria of independence laid
down under section 149(6) of the Companies Act, 2013, under regulation 16(b) of SEBI (LODR) Regulations, 2015.
15. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR OF THE COMPANY FROM ITS SUBSIDIARY/HOLDING
COMPANY UNDER SECTION 197(14):
During the year 2024-25, Mr. Atul H. Mehta, Managing Director of the Company has received Rs. 14,64,469/- from Polychem
Limited, holding company in capacity of Deputy Managing Director.
Mr. Atul H. Mehta ceased to be the Director of Company due to demise on 19th June, 2024.
16. FORMAL ANNUAL EVALUATION:
As required under the act, evaluation of every Director's performance was carried out. An evaluation sheet was given to each
director wherein certain criteria was set out for which ratings are to be given.
17. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION ETC:
The Board on recommendation of Nomination and Remuneration Committee has framed a policy for appointment and
Evaluation of Board and remuneration for the Directors, Key Managerial Personnel and other employees. The policy is available
on the website of the Company i.e. http://www.gpelindia.in/Download/Criteria%20for%20Appointment%20Evalution%20
of%20Board%20of%20Directors.%20KMP%20and%20Senior%20Manaeement%20Personnel.pdf
18. RELATED PARTY TRANSACTIONS:
All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms' length and in
ordinary course of business. All RPT are placed before Audit Committee for its review and approval. Prior omnibus approval is
abtained from Audit Committee for RPT on Annual basis.
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:
1. Details of contracts or arrangements or transactions not at arm's length basis: NIL.
2. Details of material contracts or arrangement or transactions at arm's length basis: NIL.
The Board on recommendation of Audit Committee, adopted a policy to regulate transactions between the Company and its
Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The policy is uploaded and can be viewed on the Company's website.
http://www.gpelindia.in/Download/ Related%20Partv%20Transaction%20Policv.pdf.
19. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:
(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor in their report.
(b) There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year of the Company, to which the financial statements relate and the date of the report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on
the Company's website: at http://www.gpelindia.in/Annual%20Return.aspx
20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy is uploaded and can be viewed on the
Company's website http://www.gpelindia.in/Download/Anti-Sexual%20Harassment%20Policy.pdf.
The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related
to sexual harassment and follows the guidelines provided in the policy. The Company has filed Annual Report for calendar year
ended 2024 with District Collector and District Women and Child Development Officer.
The Company has not received any complaints on sexual harassment during the year.
21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure II"
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of
remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the
said Rules are required to be part of the report. However, there are no employees drawing remuneration as mentioned in rule
5(2) (i) (ii) and (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information of the top ten employees in terms of remuneration in not sent along with this report. However, having
regards to the provisions of the first proviso to Section 136(1) of the Act the said information is available for inspection.
Any member interested in obtaining such information may write to the Company Secretary, at the Registered office or at
epel@kilachand.com and the same will be furnished on request.
22. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance and a
certificate from the Auditors of the Company are annexed to this Report.
23. STATUTORY AUDITOR:
M/s. Mahendra N. Shah & Co., Ahmedabad bearing registration number 105775W, Chartered Accountants were re-appointed
as statutory auditors of the Company for the second term of five years at the 31st Annual General Meeting (AGM) held on 31st
August, 2020 to hold office upto the conclusion of 36th Annual General Meeting of the Company to be held in the year 2025.
They will complete their two consecutive terms as Statutory Auditors of the Company on conclusion of this AGM.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014
and based on the recommendation of Audit Committee, the Board in its Meeting held on 5th May, 2025 appointed M/s G.M.
Kapadia & Co, Chartered Accountants, Mumbai (firm registration no: 104767W) as statutory auditors of the Company for the
term of five years from the conclusion of 36th Annual General Meeting of Company held in the year 2025 upto the conclusion
of 41st Annual General Meeting of the Company to be held in the year 2030 subject to approval of shareholders in the ensuing
Annual General Meeting.
The Company has received the eligibility certificate from the Statutory Auditors confirming that they are not disqualified from
being appointed as the Statutory Auditors of the Company.
24. SECRETARIAL AUDITOR AND ITS REPORT:
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed Mr. Tushar Shridharani, Company secretary, Mumbai (CP No: 2190) as the
Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.
Further the Board on recommendation of the Audit Committee, has approved the appointment of Mr. Tushar Shridharani,
Company secretary, Mumbai (CP No: 2190) (Peer Review Certificate No: 1509/2021) as Secretarial Auditor of the Company
subject to approval of the Members of the Company at the ensuing Annual General Meeting ("AGM") for a period of Five
(5) consecutive years commencing from FY 2025 -26 till FY 2029-30 at such remuneration to be determined by the Board
of Directors of the Company (referred to as the Board which expression shall include any Committee thereof or person(s)
authorized by the Board).
The Secretarial Audit Report for F.Y. 2024-25 is enclosed and marked as "Annexure III".
25. INTERNAL AUDITOR:
Pursuant to Section 138(1) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company is
required to appoint an internal auditor to conduct internal audit of the functions and activities of your Company. Your Board
of Directors based on the recommendation of the Audit Committee, had approved the appointment of M/s Chokshi & Chokshi,
LLP, Chartered Accountants (Firm Registration No.101872W/W100045) to conduct the internal audit of your Company for the
Financial Year 2025-26.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has developed and implemented CSR Policy which was duly approved by the Board. The CSR Policy can be
assessed on the Company's website and web link of the same is
http://www.gpelindia.in/Download/Corporate%20Social%20Responsibilitv%20Policv.pdf
The profits of the company for FY 2023-24 was below Rs. 5 crores. Hence, the provisions relating to CSR in accordance with
section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to the company for FY 2024-25. So the Company is not required to spend towards CSR in FY 2024-25.
27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The Company has complied with the provisions of section 185 & 186 of the Companies Act, 2013 to the extent applicable, with
respect to the loans and investments made. During the year the Company have not given any loans, guarantees and there are
no outstanding loans or guarantees as on 31st March, 2025. The Company have not made any Investments during the year
ended 31st March, 2025 except in mutual funds.
28. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management's Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry
structure and developments, different product groups of the Company, operational performance of its various business
segments.
29. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no other material changes or commitments occurring after 31st March 2025, which may affect the financial position
of the company or may require disclosure.
30. INTERNAL FINANCIAL CONTROL:
The Company has adequate financial control system with reference to the financial statements.
31. RISK MANAGEMENT POLICY:
The Company has developed and implemented risk management policy which identifies major risks which may threaten the
existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.
32. SECRETARIAL STANDARDS:
The Company has in place proper system to ensure compliance with the provisions of applicable Secretarial Standards (SS-1 &
SS-2) issued by ICSI.
33. ACKNOWLEDGEMENT:
The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation
and continued support. Sincere thanks are also due to the management team and the staff for their valuable contribution.
Registered Office: By Order of the Board of Directors
Plot No. B-18, Gandhinagar Electronic Estate, For Gujarat Poly Electronics Limited
Gandhinagar 382 024, Gujarat.
CIN:L21308GJ1989PLC012743
Tel: 7935333658
Email Id: epel@kilachand.com T. R. Kilachand
Website: www.gpelindia.in Executive Chairman
Date: 5th May, 2025
Place: Mumbai
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