Gangotri Cement Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 23rd Annual Report on the business and operation of the Company together with audited statement of accounts for the period ending 31st Mar''14.

1. FINANCIAL RESULTS:

Particulars Financial year ended 31st March 2014 2013

Operating Income 2,11,04,859 2,28,58,607

Other Income 7,49,796 28,46,116

Total Receipts: 2,18,54,655 2,57,04,723

Employee Benefit Expenses 4,80,986 6,49,643

Depreciation & Amortization expenses 7,33,996 7,24,365

Finance Cost 53,082 40,043

Other Expenses 2,03,46,927 2,39,34,464

Total Expenses 2,16,14,991 2,53,48,515

Profit Before Tax: 2,39,664 3,56,208

Tax Expenses MAT 46,920 70,795

MAT (46,920) (70,795) Deferred Tax (1,84,687) 3,06,012

Profit for the period : 4,24,351 50,196 Earning Per Share (in Rs.) 0.13 0. 02

2. APPROPRIATION:

No amount is proposed to be transferred to Reserves. The Profit has been carried over to Balance Sheet under Surplus in statement of Profit & Loss.

3. DIVIDEND

In order to conserve funds of the Company, for future expansion plans, the Board of Directors regrets that no dividend is being recommended for the year under review.

4. PERFORMANCE REVIEW

Due to tough competition in the market, the total income for the financial year 2013- 14 is Rs.218.53 lacs as against Rs. 257.05 lacs for the year 2012-13. The profit before tax is Rs.2.39 lacs and profit after tax is Rs.4.24 lacs for the year under review against the profit before tax of Rs.3.56 lacs and profit after tax of Rs.0.50 lacs for the year 2012-13 respectively.

Total expenses decreased from Rs. 253.49 lacs to Rs. 216.15 lacs during the financial year 2013-14 as compared to previous year, whereas other income for the financial year 2013-14 is Rs.7.50 lacs as against Rs.28.46 lacs in financial year 2012-13.

Your Directors feel that the prospects for the current year are much favorable as compared to the year under review. The Company has expansion plans and is making all efforts cope up with the market situations and increase the operations.

5. No material changes and commitment occurred since the conclusion of the financial year.

6. PERSONNEL:

Since there was no employee who was drawing more than Rs.60.00 Lacs per annum, if employed through out the year, or Rs.500000/- per month if employed for the part of the year, the required information under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (particulars of the employees) rules 1974 as amended is not given.

7. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:

In accordance with the requirements of section 217 (i) (e) of the companies Act, 1956 read with the companies (disclosure of particulars in report of Board of Directors) rules 1988, regarding conservation of energy, please refer enclosed Form-A (Rule - 2).

R&D efforts were not made towards technology absorption and no foreign exchange outgo and inflow included during the year.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis (MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

9. DEPOSITS:

Company has not accepted any deposits from public which is covered within the meaning of section 58-A & 58-AA of companies Act.

10. DIRECTORS

Shri Dipesh Mahendra Sheth & Shri Parag Pratap Shah Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your directors recommend his appointment.

During the year Shri Ravi Kamra & Shri Kantilal Chunnilal Sheth resigned from the Board and Shri Rajendra Khushaldas Shah joined the Board.

Directors declared that no directors are disqualified from being appointed as Director of the Company under Section 184 of The Companies Act, 2013.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

i. That in the preparation of the account for the financial year ended on 31st March'' 2014, the applicable accounting standards have been followed and there were no material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment 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. That the Directors have taken proper a sufficient care 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. That the Directors have prepared the accounts for the financial year ended 31st March'' 2014 on a going concern basis.

12. AUDITORS

M/s Sunil Johri & Associates, Chartered Accountants, who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits of section 139 (2) of the Companies Act, 2013 and that they are not disqualified for reappointment within the meaning of Section 141 of the said Act. Members are requested to consider their reappointment on a remuneration to be decided by the Board and the Auditor mutually for the ensuing Financial Year i.e. 2014-15.

13. AUDITORS OBSERVATION:

Remarks made by the auditors in their report on the accounts examined by them are self-explanatory.

14. VIGIL MECHANISM:

As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing agreements with the Stock Exchanges has to establish a Vigil Mechanism for Directors and employees to report genuine concerns.

15. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation to the devoted service rendered by employees of the company. Your directors also acknowledge with gratitude the co-operation and assistance extended by bankers and all persons who have directly and indirectly contributed to the success of the company. Your directors also acknowledge the trust and confidence you have reposed in the company. 0T PERSONNELWITH THE COMPANY''S CODE OF CONDUCT:

This is to confirm that the Company has adopted Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors. I confirm that the Company has in respect of the financial year ended March 31, 2014, received from the senior management team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

BY AND ON BEHALF OF THE BOARD.

PLACE: RAIPUR (C.G.) DATED: 30/05/2014 Sd/- Sd/- (DIPESH SHETH) (PARAG SHAH) DIRECTOR DIRECTOR

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Mar 31, 2012

Dear Members

The Directors have pleasure in presenting the 21st Annual Report on the business and operation of the company together with audited statement of account for the period ending 31st March 2012

1. FINANCIAL. RESULTS : (RS. IN LACS)

YEAR ENDED 31-03-2012 31-03-2011

Sales/ Misc. Receipt 124.68 106.68

Profit Before Interest & Depreciation 7.61 8.77

Interest 0.37 0.50

Depreciation 7.16 7.21

Taxes 0.00 0.01

Deferred Tax Assets 2.14 0.11

Met Profit 2.49 0.94

2 DIVIDEND:

During the year company has not earned sufficient profit. Hence, your director''s do not recommend the dividend for the year ended 31st March 2012.

3. No material, changes and commitment oeuvres since the conclusion of the financial. year.

PERSONNEL:

Since there was no employee who was drawing more than Rs.60.00 Lacs per annum if employed throughout the year, or Rs.500000/- per month if employed for the part of the year, the required information under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (particulars of the employees rules 1974 as amended is not given.

5. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:

In accordance with the requirements of section 217 (i) (e) of the companies Act,1956 read with the companies (disclosure of particulars in report of Board of Director) rules 1988 regarding conservation of energy please refer enclosed From-A (Rule-2) R&D efforts were not made towards technology absorption and no foreign exchange outgo and included during the year.

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Mar 31, 2011

Dear Members

The Directors have pleasure in presenting the 20th Annual Report on the business and operation of the Company together with audited statement of accounts for the period ending 31st March 2011.

1. FINANCIAL RESULTS :

(RS. IN LACS)

YEAR ENDED 31-03-2011 31-03-2010

Sales / Misc. Receipt 106.68 83.77

Profit Before Interest & Depreciation 8.77 10.79

Interest 0.50 0.25

Depreciation 7.21 7.20

Taxes (FBT & Current Tax) 0.01 0.02

Deferred Tax Assets 0.11 5.98

Net Profit 0.94 (2.66)

2. DIVIDEND:

As company have not earned sufficient profit during the year. Hence, your director's do not recommend the dividend for the year ended 31st March 2011.

3. No material changes and commitment occurred since the conclusion of the financial year.

4. PERSONNEL:

Since there was no employee who was drawing more than Rs.60.00 Lacs per annum, if employed through out the year, or Rs.500000/- per month if employed for the part of the year, the required information under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (particulars of the employees) rules 1974 as amended is not given,

5. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:' •

In accordance with the requirements of section 217 (i) (e) of the companies Act, 1956 read with the companies (disclosure of particulars in report of Board of Directors) rules 1988, regarding conservation of energy, please refer enclosed Form-A (Rule - 2). R&D efforts were not made towards technology absorption and no foreign exchange outgo and inflow included during the year.

6. DEPOSITS:

Company has not accepted any deposits from public. Which is covered with in the meaning of section 58-A & 58-AA of companies Act.

7. DIRECTORS

Directors declared that no directors are disqualified from being appointed as Director of the Company under Clause-g of sub-section-1 of Section 274 of The Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :-

i. That in the preparation of the account for the financial year ended on 31st March' 2011, the applicable accounting standards have been followed and there were no material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment 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. That the Directors have taken proper a sufficient care 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. That the Directors have prepared the accounts for the financial year ended 31st March' 2011 on a going concern basis.

9. AUDITORS

M/s Sunil Johri & Associates, Raipur, the present auditor of the company would retire at the conclusion, of forthcoming annual general meeting and being eligible offer themselves for reappointment, share holders are requested to reappoint and fix their remuneration.

10. AUDITORS OBSERVATION:

Remarks made by the auditors in their report on the accounts examined by them are self-explanatory.

11. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation to the devoted service rendered by employees of the company. Your directors also acknowledge with gratitude the co-operation and assistance extended by bankers and all persons who have directly and indirectly contributed to the success of the company. Your directors also acknowledge the trust and confidence you have reposed in the company.

BY AND ON BEHALF OF THE BOARD.

PLACE : RAIPUR (C.G.)

DATED : 23-08-2011 (CHAIRMAN)

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Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report on the business and operation of the Company together with audited statement of accounts for the period ending 31 st March 2010.

1. FINANCIAL RESULTS:

(RS. IN LACS)

YEAR ENDED 31-03-2010 31-03-2009

Sales / Misc. Receipt 83.77 39.74

Profit Before Interest & Depreciation 10.79 7.38

Interest 0.25 0.00

Depreciation 7.20 5.91

Taxes (FBT & Current Tax) 0.02 0.03

Defered Tax Assets 5.38 (21.22)

Net Profit (2.66) 22.66

2. DIVIDEND:

As company have not earned sufficient profit during the year. Hence, your directors do not recommend the dividend for the year ended 31 st March 2010.

3. No material changes and commitment occurred since the conclusion of the financial year.

4. PERSONNEL:

Since there was no employee who was drawing more than Rs.24.00 Lacs per annum, if employed through out the year, or Rs.200000/- per month if employed for the part of the year, the required information under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (particulars of the employees) rules 1974 as amended is not given.

5. CONSERVATION OF ENERGY &TECHNICALABSORPTION:

In accordance with the requirements of section 217 (i) (e) of the companies Act, 1956 read with the companies (disclosure of particulars in report of Board of Directors) rules 1988, regarding conservation of energy, please refer enclosed Form-A (Rule - 2). R&D efforts were not made towards technology absorption and no foreign exchange outgo and inflow included during the year.

6. DEPOSITS:

Company has not accepted any deposits from public. Which is covered with in the meaning of section 58-A & 58-AA of companies Act.

7. DIRECTORS

Mr. Sharad N. Shah resigned from the Board on 21stApril 2009. The Board wishes to place on records its appreciation of the valuable contribution made by Mr. Sharad N. Shah.

The Board of directors has been broad based by induction of Mr. Parag P. shah as a whole time director with effect from 21sApril 2009 and Mr. Sanjay Gandhi as an Independent Director with effect from 21st April 2009.

Directors declared that no directors are disqualified from being appointed as Director of the Company under Clause-g of sub-section-1 of Section 274 of The Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

i. That in the preparation of the account for the financial year ended on 31st March 2010, the applicable accounting standards have been followed and there were no material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment 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. That the Directors have taken proper a sufficient care 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. That the Directors have prepared the accounts for the financial year ended 31 st March 2010 on a going concern basis.

9. AUDITORS

M/s-Sunil Johri & Associates, Raipur, the present auditor of the company would retire at the conclusion of forthcoming annual general meeting and being eligible offer themselves for reappointment, share holders are requested to reappoint and fix their remuneration.

10. AUDITORS OBSERVATION:

Remarks made by the auditors in their report on the accounts examined by them are self-explanatory.

11. ACKNOWLEDGMENT

Your directors wish to place on record their sincere appreciation to the devoted service rendered by employees of the company. Your directors also acknowledge with gratitude the co-operation and assistance extended by bankers and all persons who have directly and indirectly contributed to the success of the company. Your directors also acknowledge the trust and confidence you have reposed in the company.

BY AND ON BEHALF OF THE BOARD.

PLACE:RAIPUR (C.G.)

DATED: 13-08-2010 (CHAIRMAN)