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Directors Report of Good Luck Steel Tubes Ltd. Company
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Directors Report of Good Luck Steel Tubes Ltd.

Mar 31, 2014

Dear Members,

The Board of Directors of your Company takes pleasure in presenting 28th Annual Report and audited accounts of your Company for the financial year ended 31st March, 2014.

PERFORMANCE / RESULT

(Rs. In Cr.)

Particulars 2013 -14 2012 -13

Gross Turnover 1077.92 1049.61

Earnings before interest, tax & depreciation 67.99 69.97

Interest 32.38 30.12

Depreciation 7.56 7.05

Profit before tax 28.02 32.94

Profit after tax 17.71 21.94

Amount available for appropriation 108.19 95.35

Appropriation:

General Reserve 3.00 4.00

Dividend 0.60 0.75

Dividend Tax 0.10 0.12

Balance carried forward to next year 104.49 90.48

TRANSFER TO GENERAL RESERVES

Out of the total profit for the financial year 2013-14, an amount of Rs. 3(three) Crores is proposed to be transferred to the General Reserve.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.30 (15%) per equity share of Rs. 2/- each for the financial year 2013-14. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on the Book Closure date. The financial dividend on the Equity Shares, if declared as above would involve an outflow of Rs. 0.60 cr. towards dividend and Rs. 0.10 towards dividend tax resulting in a total outflow of Rs. 0.70 cr.

Depository system and listing of shares

Details of the depository system and listing of shares are given in the section "General Shareholder Information", which forms a part of the Corporate Governance Report and is attached with the Annual Accounts.

Registrar and Share Transfer Agent

M/s. Mas Services Limited, Delhi, is the Registrar and Share Transfer Agent of the Company. Details of the depository system and listing of shares are given in the section "General Shareholder Information", which forms a part of the Corporate Governance Report and is attached with the Annual Accounts.

Directors

Mr. Nitin Garg, Director of the company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Auditors

The statutory auditors of the Company, M/s. Sanjeev Anand & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting. M/s. Sanjeev Anand & Associates, Chartered Accountants has confirmed its eligibility and willingness to accept office of Auditor.

The Audit Committee and the Board of Directors therefore recommend M/s. Sanjeev Anand & Associates, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the 31st Annual General Meeting of the Company, subject to the ratification of the appointment by the members at every Annual General Meeting held after the ensuing Annual General Meeting.

Corporate governance and additional information to shareholders

The Company is committed to maintain high standards of corporate governance. A separate report on Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the stock exchange(s), Auditors'' Certificate on its compliance, including the Management Discussion and Analysis, and shareholders'' information forms a part of this report.

Public Deposit

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Particulars of Employees

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not applicable to the company as there was no person in the employment of the company who is in receipt of an aggregate remunerations of Rs. 60,00,000/- or more per annum where employed through out the year or Rs. 5,00,000/- or more per month, where employed for part of the year.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings Outgo

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure ''A'' to the Directors'' Report.

Directors'' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors'' Responsibility Statement is given hereunder:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed long with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year March 31, 2014 and of the Profit of the Company for that period.

iii) that the Directors have taken proper and 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 annual accounts on a going concern basis.

Appreciation

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

On behalf of the Board of Directors

M C GARG Chairman Ghaziabad, 30th May, 2014


Mar 31, 2012

The Board of Directors of your Company takes pleasure in presenting 26th Annual Report and audited accounts of your Company for the financial year ended 31st March, 2012.

Performance /result

During the year 2011-12, the company has touched the gross revenue of Rs. 742.56 cr., an increase by 21.44 % in comparison of last year. The Bottom line has also been improved significantly & there is an increase of 36.34 %. The EBIDTA of the Company for the year 2011-12 was Rs. 49.68Cr. against Rs. 39.55 cr. in the last year. The Company's has improved its performance in international business also & posted the export of Rs. 201.28 cr. during the year 2011-12 which was Rs. 172.32 in the year 2010-11.

(Rs In Cr.)

Particulars 2012 - 11 2010 - 11

Gross Turnover 742.56 611.09

Earning before interest, tax & depreciation 49.68 39.55

Interest 15.79 11.40

Depreciation 5.21 4.07

Profit before tax 28.68 24.08

Profit for the year 20.11 14.75

Amount available for appropriation 78.27 61.82

Appropriation:

General Reserve 4.00 3.00

Dividend 0.74 0.56

Dividend Tax 0.12 0.09

Balance carried forward to next year 73.40 58.17

Transfer to general reserves

Out of the total profit for the financial year 2011-12, an amount of Rs. 4.00 Crore is proposed to be transferred to the General Reserve.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 0.40 (20%) per equity share of Rs. 2/- each for the financial year 2011-12. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on the Book Closure date. The financial dividend on the Equity Shares, if declared as above would involve an outflow of Rs. 0.74 cr. towards dividend and 0.12 cr. towards dividend tax resulting in a total outflow of Rs. 0.86 cr.

Depository system and listing of shares

Details of the depository system and listing of shares are given in the section "General Shareholder Information", which forms a part of the Corporate Governance Report and is attached with the Annual Accounts.

Registrar and share transfer agent

M/s. Mas Services Limited, Delhi, is the Registrar and Share Transfer Agent of the Company. Details of the depository system and listing of shares are given in the section "General Shareholder Information", which forms a part of the Corporate Governance Report and is attached with the Annual Accounts.

Directors

Mr. Anil Kr. Garg, ceased to be director of the company due to untimely and sad demise. The Board of directors express its deep sense of appreciation and gratitude towards the valuable services rendered by Sh. Anil Kr. Garg during his tenure as Director of the Company and convey the company's condolences to the family of Sh. Anil Kr. Garg.

The term of Sh. Nitin Garg, appointed as Director of the Company, in order to fill the casual vacancy caused by the death of Sh. Anil Kr. Garg, is expiring on the ensuing Annual General Meeting. The Board of Director proposes to appoint him as whole time director, who shall be liable to retire by rotation.

Further Mr. Vijender Kumar Tyagi, Directors of the company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Auditors

The statutory auditors of the Company, M/s. Sanjeev Anand & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting. M/s. Sanjeev Anand & Associates, Chartered Accountants has confirmed its eligibility and willingness to accept office of Auditor.

The Audit Committee and the Board of Directors therefore recommend M/s. Sanjeev Anand & Associates, Chartered Accountants as statutory auditor of the Company for 2012-13 for the approval of shareholders.

Corporate governance and additional information to shareholders

The Company is committed to maintain high standards of corporate governance. A separate report on Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the stock exchange(s), Auditors' Certificate on its compliance, including the Management Discussion and Analysis, and shareholders' information forms a part of this annual report.

Fixed Deposit

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Particulars of Employees

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not applicable to the company as there was no person in the employment of the company who is in receipt of an aggregate remunerations of Rs. 60,00,000/- or more per annum where employed through out the year or Rs. 5,00,000/- or more per month, where employed for part of the year.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure 'A' to the Directors' Report.

Directors' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors' Responsibility Statement is given hereunder :

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed long with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates, that 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 March 31, 2012 and of the Profit of the Company for that period.

iii) that the Directors have taken proper and 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 annual accounts on a going concern basis.

Appreciation

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

On behalf of the Board of Directors

M. C. GARG Chairman Ghaziabad, 30th May, 2012


Mar 31, 2009

The Directors have pleasure in presenting the Twenty Third Annual Report of your Company along with the Audited Statement of Accounts for the year ended 31 March 2009.

1. FINANCIAL RESULTS

Rs.In Crores

Sl. Particulars Current Previous No. Year Year 2008-09 2007-08

1. Domestic Sales 266.39 184.05

2. Export Sales 208.18 142.96

3. Total Income 490.16 342.10

4. Total Expenses 455.59 315.55

5. Profit before Int., 34.57 26.55 Dep. & Taxes

6. Interest 12.27 10.10

7. Depreciation 3.13 2.67

8. Profit before tax 19.17 13.78

9. Taxes 6.62 4.80

10. Profit after Tax 12.55 8.98

11. Prior Period 0.04 0.01 Adjustment

12. Profit b/f from 25.46 18.29 Previous Year

13. Profit Available 37.97 27.26 for Appropriation

14. Appropriation :

General Reserve 2.00 0.50

Dividend on 0.56 1.11 Eq. Shares

Tax on Dividend 0.10 0.19

15. Balance Carried 35.31 25.46 to Balance Sheet

The Company continued to see profitable growth in the financial year 2008-09 across all markets in existing and new areas of business.

For the year ended March 31, 2009, the Company earned a total income of Rs. 490.16 crore, an increase of 43.27% over previous years Rs. 342.10 crore.

The net profit of the Company for the year increased to Rs. 12.55 crore as compared to Rs.8.98 crore in the previous year.

2. DIVIDEND

Based on the Companys performance, the Directors are pleased to recommend for approval of the Members a Final Dividend of Rs. 0.30 (15%) per share on 18721250 Equity Shares of Rs. 2/- each of the Company for the financial year 2008-09. The Final Dividend on the Equity Shares, if declared as above, would involve an outflow of Rs. 0.56 crore towards dividend and Rs. 0.10 crore towards dividend tax, resulting in a total outflow of Rs. 0.66 crore.

3. SHARE CAPITAL

Pursuant to the approval of the shareholders, in their Extra Ordinary General Meeting held on 30th May, 2009, the company has reissued 52100 forfeited Equity Shares of Rs. 10 each to a strategic investor on preferential basis and further the company has also sub divided its each equity share of Rs. 10 into five Equity Shares of Rs. 2. This matter was also approved by the shareholders in the above said General Meeting. 19th June, 2009 was fixed as the record date.

The Board is of the view that this move will enable the small investors to invest in the company and will improve liquidity of the companys Equity Share in the market.

4. DELISTING

As per the resolution passed by the shareholders in last Annual General Meeting, the companys Equity Share has been delisted from the Ahmedabad Stock Exchange and application with Jaipur Stock Exchange is pending.

The Companys Equity share shall remain listed with Bomaby Stock Exchange.

5. DIRECTORS

Smt. Pushpa Garg and Smt. Kanak Lata have resigned from the Directorship of the company. The Board in its meeting dated 18.02.2009 has accepted their resignation. The Board places on record its sincere appreciation of the services rendered by them during their tenure.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Rahul Goel and Mr. Anurag Agrawal, retire by rotation and being eligible, offer themselves for re-appointment.

6. AUDITORS

M/s. Sanjeev Anand & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office, in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

7. FIXED DEPOSIT

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

8. PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not applicable to the company as there was no person in the employment of the company who is in receipt of an aggregate remunerations of Rs. 24,00,000/- or more per annum where employed through but the year or Rs. 2,00,000/- or more per month, where employed for part of the year.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure A to the Directors Report.

10. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Companys Auditors on compliance, forming part of the Directors Report is attached to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors Responsibility Statement is given hereunder:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year March 31, 2009 and of the Profit of the Company for that period;

iii) that the Directors have taken proper and 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 annual accounts on a going concern basis.

12. APPRECIATION

Your Directors take this opportunity to express their sincere appreciation for the excellent support and cooperation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by Central and State Governments and all Regulatory bodies.

Your Directors place on record their deep appreciation for the exemplary contribution made by employees at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Companys growth.

On behalf of the Board of Directors

M. C. GARG

Ghaziabad, 30th June, 2009 Chairman

 
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