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Directors Report of Gulshan Polyols Ltd.

Mar 31, 2015

Dear shareholders,

The Directors have pleasure in presenting their 15th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2015.

1. A. THE STATE OF COMPANY'S AFFAIRS (Rs. in lacs)

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Gross Turnover 43033.92 34970.88

Less : Excise Duty 2817.51 2449.13

Net Turnover 40216.41 32521.75

Add: Other Income 297.65 145.15

Total Revenue 40514.06 32666.90

Expenditure 37332.60 29570.59

Profit before Depreciation, Finance Charges & Tax (PDIT) 5700.29 4805.86

Depreciation 2254.37 1354.32

Finance Charges 264.45 355.23 Profit Before Exceptional items & Tax 3181.47 3096.31

Add: Exceptional items - 63.15

Profit Before Tax (PBT) 3181.47 3159.46

Provision for Taxation - Current Tax 663.38 659.40

- MAT Credit entitlement 52.43 (423.96)

- Deferred Tax (81.99) 211.71

Net Profit after Tax (PAT) 2547.65 2712.31

Transfer to General reserves Account 300.00 300.00

Dividend & Dividend Tax - Interim Dividend 186.54 -

- Final dividend 186.54 247.10

Cash Accruals 4802.02 4066.63

Equity Share Capital 444.17 422.42

Earnings per Share - Basic & diluted (Rs.) 27.57 30.97

B. Results of Operations

Your Company continued to deliver strong financial performance with healthy growth in revenues and high quality earnings. This performance is particularly commendable when viewed against the backdrop of the extremely challenging business context in which it was achieved.

Gross Revenue for the year grew by 23% to Rs. 430.34 crores. Net Revenue at Rs. 402.16 crores grew by 23.6% primarily driven by export of two onsite plants to Bangladesh and commencement of production of LG DMH and MDP at Muzaffarnagar plant of the Company. Cash flows from operations aggregated to Rs. 49.79 crores compared to Rs. 32.24 crores in the previous year, and were adequate to meet the cash flows for the investment activities amounting to Rs. 11.35 cores and for financing activities Rs. 1.62 crores resulting in closing cash & cash equivalents as at 31st March, 2015 in the sum of Rs. 69.28 crores, compared to Rs. 32.46 crores in the previous year.

During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful.

2. TRANSFER TO RESERVES

Your Board recommends to transfer to general reserves of Rs. 3.00 crores (previous year Rs. 3.00 cores). Consequently, the surplus in the statement of Profit and Loss as at 31st March, 2015 would stand at Rs. 127.28 crores (Previous Year Rs. 109.51 crores).

3. DIVIDEND

During the year, the Board of Directors had declared interim dividend of 35% on equity shares amounting to Rs. 1.75 per share. Your Directors are pleased to recommend a final dividend of 35% on equity shares amounting to Rs.1.75 per share for the year ended 31st March, 2015, subject to the approval of the members at this Annual General Meeting. Thus, total dividend for the year amounts to 70% on equity shares i.e. Rs. 3.50 per share compared to Rs. 2.50 per share in the previous year.

4. FUND RAISING

a. Equity & Convertible Warrants - through Preferential Allotment

In the FY 2014-15, the Company allotted 4,35,000 equity shares and 5,00,000 Convertible Warrants under Preferential Issue to the shareholder of non-promoter category namely Antara India Evergreen Fund Ltd. (a Foreign Portfolio Investor) at a price of Rs. 175/- each. The allotment of these shares and warrants was made on 9th October, 2014 and the equity shares were listed and permitted to trade in by Bombay Stock Exchange with effect from 12th November, 2014.

Consequent to the above, the paid up equity share capital of the Company stands increased from Rs. 4,22,42,020 to Rs. 4,44,17,020 divided into 88,83,404 equity shares of 5 each fully paid up.

b. External Commercial Borrowings (ECBs) - Term Loans

During the year under review, your Company repaid ECB loan installments that fell due, equivalent to USD 631,580 million. No fresh Term Loan was availed during the year.

As at 31st March , 2015, long term borrowings stood at Rs. 45.87 crores as against Rs. 43.89 crores on 31st March, 2014.

5. NEW DEVELOPEMENTS

The Ongoing capex programme is focused on exploration and developmental activities across all assets and in potential areas of growth. As part of this programme, during the FY 2014-15, the company has made additions of Rs. 17.33 crores to its gross fixed assets (previous year Rs. 62.66 crores). In addition to it, the company has capital work in progress of Rs. 6.57 crores (previous year Rs. 1.86 crores).

The Company has embarked on implementation of three major On-site PCC projects and other projects:

- As a milestone achievement, your Company has set up an onsite PCC Plant for ITC Limited for their Cigarette Paper Making plant at Tribeni, West Bengal. ITC showed preference for your Company for its quality & time delivery in comparison to various global suppliers of repute. This is the 3rd Onsite PCC plant set up by the Company in India for supply of specialty PCC suitable for Paper industry.

- Company has entered into agreement with Orient Paper Mills (OPM), a Birla group company for setting up an Onsite PCC plant at their location in Amlai, district Shahdol, Madhya Pradesh.

- The Company has successfully executed Onsite PCC and WGCC plant for Basundhara Multi Paper Industries Limited (BMPIL) and exported it to Bangladesh.

- Your Company has successfully commissioned plant & equipment for enhancing production capacity for manufacturing Sorbitol at Bharuch, Gujarat. It has also upgraded the technology and made the production process environmental friendly.

- Your Company has achieved another milestone of being the first Indian Company to produce Dextrose Monohydrate (DMH) Maltodextrin Powder (MDP) and Liquid Glucose from rice at its GPD (Grain Processing division) plant at Muzaffarnagar, Uttar Pradesh

- Commercial production of Indian Made Foreign Liquor (IMFL) has commenced at its bottling unit situated at Borgaon, Madhya Pradesh. The product is very well received in the market under the brand name of 'Tiger Gold'.

- The Company has received environmental clearance from Ministry of Environment and Forest (MOEF), for setting up a Grain based distillery for manufacturing potable alcohol in Chhindwara, M.P. Company has started site development, construction and errection of palnt for the project which is expected to be commissioned by end of March 2016.

6. PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposits from the public during the year under review.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 13 to the Financial Statements.

8. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

As on 1st April, 2014, Gulshan Holdings Pvt. Ltd. (GHPL) was holding Company of your Company with 51.76% equity shareholding. Consequent to preferential allotment of 4,35,000 equity share to a non promoter shareholder, the shareholding of GHPL fell below the threshold limit of 51% and it ceased to remain a holding Company w.e.f. 9th October, 2014. The present status of GHPL is that it is an associate company by holding 42% equity share capital of the Company. There are no other holding, subsidiary, and joint venture or associate company.

9. CREDIT RATINGS

Your Company has adequate liquidity and a strong Balance Sheet. During the year, Credit Analysis & Research Limited (CARE) has upgraded the ratings to CARE A [Single A Plus] from CARE A [Single A] for your Company's long- term facilities having tenure of more than one year and CARE A1 [A one plus] for your Company's short-term facilities having a tenure upto one year.

10. LISTING OF SHARES

The Equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). During the period under review, the Equity Shares of the Company have also been admitted for listing and trading on National Stock Exchange of India Limited (NSE), Mumbai with effect from 28th January, 2015. Now therefore, the Equity Shares of the Company stands listed on NSE along with BSE.

11. BLOCK DEAL WITH RELAINCE MUTUAL FUND

During the year, there was block deal between a promoter i.e. Mrs. Mridula Jain and RELIANCE CAPITAL TRUSTEE CO. LTD- A/C RELIANCE MID & SMALL CAP FUND for 5,95,000 equity shares at a price of ' 250/- each on 27th March, 2015.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2015 AND 30th MAY, 2015 (DATE OF THE REPORT)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31st March, 2015) and the date of the Report (30th May, 2015).

13. MATERIAL ORDERS BY GOVERNING AUTHORITIES AND COURTS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has laid down proper and adequate internal financial control with respect to internal financial statement.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-A to this report.

16. CORPORATE SOCIAL RESPONSIBILITY OF THE COMPANY

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Board of Directors of your Company has constituted a CSR Committee. The committee met two times during the year on 28.05.2014 & 14.02.2015 for discussing contribution require to made by the company for fulfilling the objectives as per Company's CSR policy. The contributions in this regard have been made by both ways i.e. directly and corpus to the registered trust. The Annual report on CSR activities is annexed herewith as Annexure B.

17. DIRECTORS & KEY MANAGERIAL PESSONNEL (KMP)

Change in Directors and KMPs

At a board meeting held on 2nd August, 2014, the board had appointed Mr. Jeewan Jyoti Bhagat and Mr. Rakesh Kumar Gupta as Additional Directors in the category of Independent Director and, thereafter, approved by the shareholders in the AGM of the Company held on 20th September, 2014. Their first term of appointment has commenced with effect from 2nd August, 2014 for five consecutive years. They are not liable to retire by rotation during the aforesaid period.

The contract for appointment of Dr. Chandra Kumar Jain as Managing Director and Mr. Ashwani Kumar Vats as Whole Time Director of the Company completed on 31st March, 2015. Being eligible, they both expressed their willingness to be re- appointed as Managing Director and Whole Time Director of the Company respectively. The Board of Directors in their meeting held on 14th February, 2015 re-appointed Dr. Chandra Kumar Jain as Managing Director of the Company designated him as Chairman & Managing Director (CMD) and Mr. Ashwani Kumar Vats as Whole Time Director of the Company designated him as CEO and Executive Director of the Company with effect from 1st April, 2015 for a term of five years.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Ms. Arushi Jain, Executive Director would retire by rotation at the forthcoming AGM. Being eligible, she has offered herself for re-appointment.

Statement on declaration given by Independent Directors

The Board of the Company consist five independent directors and all the Independent Directors have given the declaration that they meet the criteria of independence as provided in section 149 (6) of the Companies Act 2013.

Statement on annual evaluation of Board, Committees and Individual Directors

The Board has empowered the remuneration committee to evaluate the performance of the Chairman, Independent director, Executive directors and committees in terms of the criteria of evaluation laid down by the Board. The evaluation includes various criteria including performance, targets, sincerity towards roles and responsibilities etc. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Detailed policy is available on Website of the Company.

Number of Meetings

The Board of Directors duly met 6 times in the financial year 2014-15 on 28th May 2014, 2nd August 2014, 22nd August, 2014, 9th October 2014, 14th November 2014 and 14th February 2015.

18. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' state that;

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. the Directors' have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectually.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-C.

The Board of Directors of the Company has, on the recommendation of the 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, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.gulshanindia.com under investor relations/ policy documents/Related Party Policy link.

20. DEMAT OF SHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 95.39% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

21. VIGIL MECHANISAM

Pursuant to the provisions of Section 177(10) and Listing Agreement, the Company has established a Vigil Mechanism for directors and employees to report the instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gulshanindia.com under investors/policy documents/Vigil Mechanism Policy link.

The said mechanism is available to all the employees of the Company and operating effectively. During the year the Company has not received complaint through such mechanism.

22. INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company. The Board records its appreciation of the commitment and support of employees at all levels.

23. INSURANCE

All the insurable interests of your company, including inventories, buildings, plant & machinery are insured against risk of fire and other risks.

24. SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

25. STATEMENT ON RISK MANAGEMENT POLICY

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given as under:

Name Designation Remuneration Nature of Qualification Employment & Experience

Dr. C. K. Managing Rs. 1.51 cr. Contractual Phd. in Jain Director Science & 44 yrs. Exp.

Name Date of Age Last % of Such appointment employment equity employee held relative of director in the Co.

Dr. C. K. Jain 20.10.2000 67 No 10.91% Ms. Arushi yrs Jain Ms. Aditi Pasari

27. AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

28. AUDITORS

i) Statutory Auditors:

M/s. Shahid & Associates (Firm Registration No.002140-C), Chartered Accountants have been appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 20th September, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting.

ii) Internal Auditors:

M/s Pankaj K. Goyal & Co., Chartered Accountant performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

iii) Cost Auditors:

M/s Rahul Jain & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2016 by the Board of Directors. The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing.

iv) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and (The Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sanjay Chugh, Practicing Company Secretary (CP No.:3073, FCS: 3754) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as 'Annexure D'.

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure E'.

30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure F, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company's employees & Shareholders of the Company.

For and on behalf of the Board of Directors

Place : Delhi

Date : 30th May, 2015 ( Dr. C.K. Jain )

Chairman and Managing Director


Mar 31, 2014

Dear Members,

The Directors are pleased to the present the 14th Annual Report on the business operations and financials of the Company for the Financial Year ended 31st March 2014

FINANCIAL HIGHLIGHTS (Rs in lacs)

Particulars As at As at 31st March, 31st March Gross Turnover 34970.88 30487.13

Less : Excise Duty 2449.13 2255.94

Net Turnover & Other Income 32666.90 28437.40

Total Expenditure 29570.59 25575.03

Profit before Depreciation, Interest and Tax 4805.86 4709.54

Less: Depreciation 1354.32 1420.72

Less: Interest 355.23 426.46

Profit Before Exceptional items & Tax 3096.31 2862.36

Add: Exceptional items 63.15 -

Profit Before Tax (PBT) 3159.46 2862.36

Less: Provision for Taxation - Current Tax 659.40 569.19

Less : Mat Credit entitlement (423.96) -

- Deferred Tax 211.71 (119.76)

Net Profit after Tax (PAT) 2712.31 2412.94

Transfer to General Reserve Account 300.00 300.00

Dividend & Dividend Tax - Equity shares 247.10 245.47

Gross Cash Accruals 4066.63 3833.66

Equity Share Capital 422.42 422.42

Earning per Share - Basic & diluted (Rs.) 30.97 27.43

DIVIDEND

Your Directors are pleased to recommend & maintaining the rate of dividend @ 50% (Rs. 2.50 per equity share on a face value of Rs. 5/-) on the equity share capital of the company for the year ended 31st March, 2014, subject to approval of shareholders in ensuing Annual General Meeting.

BUSINESS OPERATIONS

You will be pleased to know that your Company has recorded a turnover of Rs. 34970.88 lacs as compare to previous year of Rs. 30487.13 lacs recording growth of 14.7%. The Net Profit after tax (PAT) for the FY 2013-14 stood at Rs. 2712.31 lacs, increased by 12.41% as compared to previous year PAT of Rs. 2412.94 lacs. The Cash Accruals was Rs. 4066.63 lacs (Previous year Rs. 3833.66 lacs).

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report. The Company does not have any Employees Stock Option Scheme.

During the year, your Company has become a subsidiary company of Gulshan Holdings Private Limited (GHPL) by virtue of acquisition of 50% or more shareholding of the Company by GHPL.

During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful to the business of the Company. There was no Buy- back Scheme of shares taken up by the Company during the year.

NEW BUSINESSES

During the year, the company has set up and commissioned the following projects:

i. In competition with various MNC vendors, ITC Limited had awarded GPL to set up an Onsite PCC (Percipated Calcium Carbonate) plant for their specialty Paper division at Tribeni, West Bengal. Company has successful commissioned and supply the desired quality for their Cigarette paper making plant. This is the 3rd Onsite PCC plant set up by the Company in India for supply of specialty PCC suitable for Paper industry.

ii. Long awaited, commercial production of Indian Made Foreign Liquor (IMFL) has also been commenced at its bottling unit situated at Boregaon, Madhya Pradesh. The product is very well received in the market under the brand name of ''Tiger Gold''.

iii. The Company has also received the environmental clearance from Ministry of Environment and Forest (MOEF), New Delhi, to set up a Grain based distillery at Boregaon. Further Clearance from Madhya Pradesh Pollution Control Board is expected soon.

iv. The Company''s Grain based plant for manufacturing Dextrose Monohydrate (DMH), Maltodextrin Powder (MDP) and Liquid Glucose has also started the commercial production at Muzaffarnagar, Uttar Pradesh.

v. The Company has successfully commissioned the plant & equipment for updating the technology of Sorbitol manufacturing and making more environment friendly together with enhancement of capacity at Bharuch, Gujarat.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. A.K. Vats will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment, but his tenure as Whole Time Director will not break. Further, the Board has revised his remuneration, on recommendation of Nomination & Remuneration Committee, in the capacity of his services as Whole Time Director.

The Board of Directors has re-appointed Mr. S. K. Tewari as Whole Time Director of the Company w.e.f. 1st April, 2014 for a term of five years on the remuneration as recommended by the Nomination & Remuneration Committee and thereafter approved by the Board in their meeting held on 28th May, 2014.

Further in the same meeting, Board has appointed Mr. K. K. Pandey, Mr. A. K. Maheshwari and Mr. Ajay Jain as Independent Directors of the Company for a term of consecutive five years ending up to 31st March, 2019.

FIXED DEPOSITS

The Company invited Fixed Deposits from the Shareholders and/or Public during the year. The Fixed Deposits mobilized and outstanding aggregated to Rs. 345.47 lacs as on 31st March 2014 (Previous year Rs. 345.47 Lacs). No Fixed Deposit remained unclaimed as on 31st March, 2014. There were no delay/defaults in the re-payment of any Deposit.

CONTRIBUTION TO EXCHEQUER

Your Company has paid a substantial amount of Rs. 3687.61 lacs to the Exchequer during the year in the form of Excise Duty, VAT/CST and Direct Tax.

INSURANCE

All the insurable interests of your Company, including inventories, buildings, plant and machinery are insured against risk of fire and other risks.

DEMAT OF SHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 95.00% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

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

The information pursuant to 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 and as amended and to the extent applicable to the Company is annexed hereto as Annexure-1 and forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis, the Corporate Governance Report, together with the Auditors'' Certificate on Compliance with the Conditions of Corporate Governance as laid down, forms a part of this Annual Report.

PARTICULARS OF EMPLOYESS

As required by provisions of Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employee are as under:

Name of the Designation Age Experience Remuneration Date of Employee Received Commencement of employment

Dr C.K.Jain Managing 65 42 Rs. 1,41,47,600 20.10.2000 Director years years

Nameof the Employee Name of Last Employment

Dr. C.k.Jain -

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departures;

ii) That the selected accounting policies were applied consistently and the directors made judgment 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, 2014 and the profit of the company for the year ended on that date;

iii) That 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) That the Annual Accounts have been prepared on an on-going concern basis.

SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company. The Board records its appreciation of the commitment and support of employees at all levels

COST AUDITOR OF THE COMPANY FOR THE FY 2014-15

Name Mr. Rahul Jain

Address 119, Parshv Vihar, IP Extn., Patparganj Delhi- 110092

Membership No. 32521

Order No. Central Govt.''s order directing cost audit - 52/26/CAB/2010 dated 24/01/2012

Cost Audit relates Organic & Inorganic Chemicals

AUDITORS AND AUDITOR''S REPORT

M/s. Shahid & Associates, Chartered Accountants, Auditors of the Company are due to retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to consider re-appointing them and to authorise the Board of Directors to fix their remuneration. The auditors, under the provisions of Companies Act, 1956, have furnished a certificate of eligibility for re-appointment.

The Auditor''s Report to the Shareholders, read with relevant notes thereon, are self-explanatory and do not contain any qualifications, and hence do not call for any comments under section 217 of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company''s employees & Shareholders of the Company.

For and on behalf of the Board of Directors Dr. C.K. Jain Arushi Jain Managing Director Whole Time Director

Date : May 28, 2014 Place : Delhi


Mar 31, 2013

Dear shareholders,

The Directors are pleased to the present the 13th Annual Report on the business operations and financials of the Company for the Financial Year ended 31st March 2013

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

Particulars As at As at 31st March, 2013 31st March, 2012

Gross Turnover 30487.13 29034.21

Less : Excise Duty 2255.94 1752.84

Net Turnover & Other Income 28437.40 27393.23

Expenditure 23727.86 23576.75

Profit before Depreciation, Finance Charges & Tax (PBDIT) 4709.54 3816.48

Depreciation 1420.72 1327.96

Finance Charges 426.46 327.45

Profit Before Tax (PBT) 2862.37 2161.07

Provision for Taxation - Current Tax 569.19 427.51

- Deferred Tax (119.76) (57.74)

Net Profit after Tax (PAT) 2412.94 1791.31

Dividend & Dividend Tax - Equity shares 245.47 122.74

- Preference shares 95.30 95.30

Gross Cash Accruals 3833.66 3119.27

Equity Share Capital 422.42 422.42

Earning per Share - Basic & diluted Rs.) 27.43 20.07



BUSINESS OPERATIONS

You will be pleased to know that your Company has recorded a turnover of Rs. 30487.13 lacs as compare to previous year of Rs. 29034.21 lacs. The Net Profit after tax (PAT) for the FY 2012-13 at Rs. 2412.94 lacs, increased by 34.70% as compare to previous year PAT of Rs.1791.31 lacs. The Cash Accruals was Rs. 3833.66 lacs (Previous year Rs. 3119.27 lacs).

An amount of Rs. 300 lacs has been transferred to General Reserve Account. There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial years and the date of this report. The Company does not any Employees Stock Option Scheme.

The company has no subsidiary or holding Company. During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful to the business of the Company. There was no Buy-back Scheme of shares taken up by the Company during the year.

DIVIDEND

In view of Gulshan''s tradition of sharing its profitability with its shareholders, and keeping in view the growth achieved by the company, your Directors are pleased to recommend a higher rate of dividend of 50% (Rs. 2.50 per equity share on face value of Rs. 5/- each) on the Equity Share Capital of the Company, as against 25% dividend paid in the previous year. On the Preference share capital of the Company, dividend at the rate of 8% has been recommended for the year ended 31st March, 2013, subject to approval of shareholders in ensuing Annual General Meeting.

NEW BUSINESSES

During the year, the Company has set up the facilities for Onsite Precipitated Calcium Carbonate (Onsite PCC) Plant at Patiala (Punjab) for a Company in Paper Industry namely M/s DSG Papers Private Limited.

DIRECTORS

During the year, Ms. Arushi Jain and Ms. Aditi Pasari were re-appointed as Whole Time Directors of the Company with effect from 1st January, 2013 in the Board meeting held on 9th February, 2013.

The Remuneration Committee and the Board of Directors at their respective Meetings held on 25th May, 2013 have recommended and approved, subject to approval of the members at the General Meeting;

a) Revision in terms of remuneration of Dr. C. K. Jain, Managing Director w.e.f. 1st April, 2013.

b) Revision in terms of remuneration of Ms. Aditi Pasari, Whole Time Director w.e.f. 1st April, 2013

c) Revision in terms of remuneration of Ms. Arushi Jain, Whole Time Director w.e.f. 1st April, 2013

d) Payment of Commission to Non Executive Directors of the Company

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ajay Jain, Non Executive Director of the Company, who held the office of directors till the date of the forthcoming Annual General Meeting, is liable to retire by rotation and being eligible has offered himself for re- appointment.

PUBLIC DEPOSITS

The Company invited Fixed Deposits from the Shareholders & Public during the year. The Fixed Deposits mobilized and outstanding aggregated to Rs. 345.47 lacs as on 31st March 2013 (Previous year Rs. 378.77 Lacs). There was no Fixed Deposit remained unclaimed as on 31st March, 2013. There was no delay/default in the payment of any of the Deposit.

The Company has complied with the provisions of section 58-A of the Companies Act, 1956 and rules made hereunder.

CONTRIBUTION TO EXCHEQUER

Your Company has paid a substantial amount of Rs. 3348.15 lacs to the Exchequer during the year in the form of Excise Duty, VAT/CST and Direct Tax.

INSURANCE

The Assets of the Company including Buildings, Plant & Machinery, and Stocks & Stores etc. have been adequately insured.

DEMAT OF SHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 94.82% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

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

The information pursuant to 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 and as amended and to the extent applicable to the Company are given as per prescribed Forms in Annexure-1 forming part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis, the Corporate Governance Report, together with the Auditors'' Certificate on Compliance with the Conditions of Corporate Governance as laid down, forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure,

ii) That the selected accounting policies were applied consistently and the directors made judgment 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, 2013 and of the profit of the company for the year ended on that date,

iii) That 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) That the annual accounts have been prepared on a going concern basis.

SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company.

COST AUDITOR OF THE COMPANY FOR THE FY 2013-14

Name Mr. Rahul Jain

Address 119, Parshv Vihar, IP Extn., Patparganj Delhi- 110092

Membership No. 32521

Order No. Central Govt.''s order directing cost audit - 52/26/CAB/2010 dated 24/01/2012

Cost Audit relates Organic & Inorganic Chemicals

AUDITORS AND AUDITOR''S REPORT

M/s. Shahid & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. Accordingly, the said Auditors may be re-appointed as Auditors of the Company at the forthcoming Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company''s employees & shareholders.

For and on behalf of the Board of Directors

Date : 25th May, 2013

Place : Delhi Dr. C.K. Jain Arushi Jain

Managing Director Whole Time Director


Mar 31, 2012

The Board of Directors feel great pleasure in presenting the 12th Annual Report along with Audited Accounts of your Company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Current Year Previous Year 31.03.2012 31.03.2011

Gross Turnover & 29146.07 27611.75 Other Income

Expenditure 23576.75 22200.12

Profit before 3816.48 3746.98 Depreciation, Finance Charges & Tax

Depreciation 1327.96 1441.84

Finance Charges 327.45 427.32



Particulars Current Year Previous Year 31.03.2012 31.03.2011

Profit Before Tax 2161.07 1877.82

Provision for Taxation

Current Tax 427.51 369.25

Deferred Tax (57.74) (121.35)

Net Profit after Tax 1791.31 1629.92

Dividend & Dividend Tax Preference shares 95.30 0

Equity shares 122.74 122.74

Gross Cash Accruals 3119.27 3071.76

Equity Share Capital 422.42 422.42

Earning per Share

Basic & diluted (Rs.) 20.07 19.29

REVIEW OF OPERATIONS

The Sales and Other Income for the financial year under review were Rs 29146.07 lacs (Previous year Rs. 27611.75 lacs). The Depreciation for the year was Rs 1327.96 lacs (Previous year Rs. 1441.84 lacs). The Cash Accruals were Rs. 3119.27 lacs (Previous year Rs. 3071.76 lacs). The Net Profit after tax was Rs. 1791.31 lacs (Previous year Rs.1629.92 lacs).

An amount of Rs. 400 lacs has been transferred to General Reserve Account. There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report. The Company has not given any shares to any of the employees under Employees Stock Option Scheme.

The company has no subsidiary or holding Company. During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful to the business of the Company. There was no Buy-back Scheme of shares taken up by the Company during the year.

DIVIDEND

The Board of Directors are pleased to recommend a Tax-free dividend of 8% on the Preference Share Capital of the Company and dividend of 25% (Rs. 1.25 per share on an Equity Share of Rs. 5/- each) on the Equity Share Capital of the Company for the year ended 31st March, 2012. The Dividend, if approved by the members at the ensuing Annual General Meeting, will be paid within stipulated period prescribed under the Companies Act, 1956.

NEW BUSINESSES

In March 2012, the Company has set up a new plant for Grounded Calcium Carbonate at Abu Road, Rajasthan. Further, the facilities for producing the IMFL are being set up at Boregaon, Distt. Chhindwara Madhya Pradesh and operations of bottling is expected to commence in August 2012.

DIRECTORS

During the year, Mrs. Mridula Jain resigned from the Board of the company with effect from 25th May, 2012. The Board of Director's placed on the record, its sincere appreciation and gratitude for the valuable services and counsel and contribution extended by her during her tenure as Director of the company.

In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. K. K. Pandey, Non Executive Director of the Company, who held the office of director till the date of the forthcoming Annual General Meeting, is liable to retire by rotation and being eligible has offered himself for re-appointment.

PUBLIC DEPOSITS

The Company invited Fixed Deposits from the Shareholders & Public during the year. The Fixed Deposits mobilized and outstanding aggregated to Rs. 378.77 Lacs as on 31st March 2012 (Previous year Rs. 375.63 Lacs). There was no Fixed Deposit remained unclaimed as on 31st March, 2012. There were no delay/defaults in the payment of any of the Deposit.

The Company has complied with the provisions of section 58-A of the Companies Act, 1956 and rules made hereunder.

CONTRIBUTION TO EXCHEQUER

Your Company has paid substantial amounts in excess of Rs. 2679.92 Lacs to the Exchequer during the year in the form of Excise Duty, Sales Tax and Direct Tax.

INSURANCE

The Assets of the Company including Buildings, Plant & Machinery, and Stocks & Stores etc. have been adequately insured.

DEMATOFSHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 94.71% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

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

The information pursuant to 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 and as amended and to the extent applicable to the Company are given as per prescribed Forms in Annexure-1 forming part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis, the Corporate Governance Report, together with the Auditors' Certificate on Compliance with the Conditions of Corporate Governance as laid down, forms part of the Annual Report.

PARTICULARS OF GOVERNMENT COMPANIES AND COMPANIES

During the Year under review, none of the Employees of the Company was in receipt of Remuneration for the Year which was more than the limit prescribed under Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director's responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure,

ii) That the selected accounting policies were applied consistently and the directors made judgment 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 31st, 2012 and of the profit of the company for the year ended on that date,

iii) That 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) That the annual accounts have been prepared on a going concern basis.

SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company.

COST AUDITOR OF THE COMPANY FOR FY 2012-13

1. Name - Mr. Rahul Jain

2. Address - 119, Parshv Vihar, IP Extn.

Parparganj, Delhi-110092

3. Membership No. - 32521

4. Central Govt.'s order directing cost audit - 52/26/CAB/2010 Dated-24/01/2012

5. Cost audit relates - Organic & Inorganic Chemicals

AUDITORS AND AUDITOR'S REPORT

M/s. Shahid & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. Accordingly, the said Auditors may be re-appointed as Auditors of the Company at the forthcoming Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company's employees & shareholders.

For and on behalf of the Board of Directors

Sd/- Dr. C.K. Jain

Chairman Cum Managing Director

Date : 25th May, 2012

Place : Delhi


Mar 31, 2010

The Board of Directors feel great pleasure in presenting the 10th Annual Report along with Audited Accounts of your Company for the year ended 31st March 2010..

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Current Previous

Year Year

31.03.2010 31.03.2009

Turnover & Other Income 22037.65 21705.24

Expenditure 18526.52 18155.37

Profit before Depreciation

Finance Charges & Tax 3511.12 3549.87

Depreciation 1502.57 668.70

Finance Charges 546.35 551.26

Profit Before Tax 1462.20 2329.91

Provision for Taxation

Current Tax 244.03 161.54

Deferred Tax Liability (51.98) 418.99

Fringe Benefit Tax 0 11.65

Net Profit after Tax 1270.15 1737.72

Prior Period Expenditure/

Extra ordinary items (Net) 1.99 4.22

Dividend & Dividend Tax 122.08 97.66

Gross Cash Accruals 2650.64 2308.75

Equity Share Capital 417.39 417.39

Earning per Share

Basic& diluted (Rs.) 15.22 20.82

REVIEW OF OPERATIONS

The Sales and Other Income for the financial year under review were Rs 22037.65 lacs (Previous year Rs. 21705.24 lacs). The Depreciation for the year was Rs 1502.57 lacs (Previous year Rs. 668.70 lacs) and was higher by Rs 640.22 lacs due to change of method of depreciation. The Cash Accruals were Rs. 2650.64 lacs (Previous year Rs. 2308.75 lacs). The Net Profit after tax was Rs. 1270.15 lacs (Previous year Rs. 1737.72 lacs). The main reason for decrease in profit for the financial year 2009-10 was increase in Provision of depreciation due to change in method

of depreciation from Straight Line Method (S.L.M.) to Written Down Value Method (W.D. V.)

An amount of Rs. 1500 lacs has been transferred to General Reserve Account. There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report. The Company has not given any shares to any of the employees under Employees Stock Option Scheme.

The company has no subsidiary or holding Company. During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful to the business of the Company. There was no Buy-back Scheme of shares taken up by the Company during the year.

DIVIDEND

The Board of Directors is pleased to recommend a Tax-free dividend of 25% (Rs. 1.25 per share on an Equity Share of Rs. 51- each) on the Equity Share Capital of the Company for the year ended 31st March 2010. The Dividend, if approved by the members at the ensuing Annual General Meeting, will be paid within stipulated period prescribed under the Companies Act, 1956.

CHANGE IN METHOD OF DEPRIVATION

The" Company has changed its policy to charge depreciation on fixed assets from Straight Line Method (S.L.M.) to Written Down Value Method (W.D.V.) as per the depreciation rates prescribed in the Schedule 14 of Companies Act, 1956.

NEW BUSINESSES

During the year, the Company has set up the facilities for Onsite Precipitated Calcium Carbonate (Onsite PCC) Plant at.Sahibabad (UP) for a Company in Paper Industry namely M/s Magnum Ventures Limited. Further, the facilities for producing the Calcium Carbonate with licensed capacity of 33000 MT were set up at Ponta Sahib (Himachal Pradesh) where operations commenced in May 2009.

EXPANSION PLANS

Company has planned to set up plant at its existing Bharuch site to manufacture Mannitol and DMH with annual capacity of 4000 MT and 10000 MT respectively. Company is planning further to increase production capacity of Sorbitol 70% by 12000 MT to meet the increasing demand of Sorbitol in overseas and domestic market. Company is under process of implementing cGMP (Good Manufacturing Practices) standard in Sorbitol Plant to meet the quality standards of Pharma Companies in Europe and US market. In line with meeting the stringent pollution control norms relating to water effluent discharge, company is investing in ET plant.

AWARDS AND RECOGNITIONS RECEIVED BY THE COMPANY DURING THE YEAR

- National Award from Limca Book of Records for setting up first On-Site PCC manufacturing Plant in India

- Kosher Certificate from Union of Orthodox Jewish Congregations of America for the product 70% Sorbitol

- Certificate of Excellence for having achieved Largest volumes as Exporter in terms of TEUs at ICD-Ankleshwar Awarded by CONCOR

MERGER OF SALIL INDUSTRIES LIMITED WITH THE COMPANY

Pursuant to the Scheme of Amalgamation of Salil Industries Limited with your Company, the Board of Directors of both the companies in their meeting held on 10th October, 2009 decided and recommended to consolidate the Group Activities by merging Salil Industries Limited with Gulshan Polyols Limited based on the recommended swap ratio 30:1 i.e. One (Rs 5/- fully paid up) equity share of Gulshan Polyols Limited for every Thirty (Rs 10/- fully paid up) equity shares of Salil Industries Limited subject to the statutory approvals and compliance of applicable laws and procedures including approval of Honble High Courts. Both the Companies also obtained the approval of respective Stock Exchange, Shareholders and Creditors for the proposed merger. Merger petition is in the final stage under approval process at Honble High Court, Allahabad and Delhi. It would be implemented upon their approval.

DIRECTORS

During the year, Ms. Arushi Jain and Ms. Aditi Pasari were appointed as an additional director of the Company in the Board Meeting held on 30th January, 2010. In the same Board meeting, they both were appointed as Whole time Director of the Company along with re-appointment of Mr. Shiv Kumar Uppal w.e.f. 1st January, 2010.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. K. K. Pandey and Mrs. Mridula Jain, Non Executive Directors of the Company, who held the office of directors till the date of the forthcoming Annual General Meeting, are liable to retire by rotation and being eligible have offered themselves for re-appointment.

PUBLIC DEPOSITS

The Company invited Fixed Deposits from the Shareholders & Public during the year. The Fixed Deposits mobilized and outstanding aggregated to Rs. 365.63 lacs as on 31st March 2010 (Previous year Rs. 345.73 Lacs). There was no Fixed Deposit remained unclaimed as on 31st March, 2010. There were no delay/defaults in the payment of any of the Deposit.

The Company has complied with the provisions of section 58-A of the Companies Act, 1956 and rules made hereunder.

CONTRIBUTION TO EXCHEQUER

Your Company has paid substantial amounts in excess of Rs. 1868.51 lacs to the Exchequer during the year in the form of Excise Duty, Custom Duty, Direct & Indirect taxes, levies, cess etc.

INSURANCE

The Assets of the Company including Buildings, Plant & Machinery, and Stocks & Stores etc. have been adequately insured.

DEMAT OF SHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 94.04% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

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

The information pursuant to 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 and as amended and to the extent applicable to the Company are given as per prescribed Forms in Annexure-1 forming part of this report.

CORPORATE GOVERNANCE

Pursuant td Clause 49 of the Listing Agreement, the Management Discussion & Analysis, the Corporate Governance Report, together with the Auditors Certificate on Compliance with the Conditions of Corporate" Governance as laid down, forms part of the Annual Report.

PERSONNEL

A statement giving the particulars of employee as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and forming part of the Directors Report for the year ended 31st March, 2010.

Employed for the whole of the Financial Year and in receipt of remuneration a! a rate at which was not less than Rs. 24 Lacs per annum is as under:

Name : Dr. C. K. Jain

Age : 62 years

Designation : Managing Director

Nature of Duty : Overall management of

the Company

Remuneration received : Rs. 42,00,000/-

Qualification : B.Sc. Ph. D. (Chemistry)

Experience : Vast experience in

managing business affairs.

Dr. C-K. Jain, Managing Director of the Company is related to Mrs. Mridula Jain as her husband, Ms. Arushi Jain and Ms. Aditi Pasari as their Father.

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) Thatln the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) That the selected accounting policies were applied consistently and the directors made judgment 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, 2010 and of the profit of the company for the year ended on that date;

Hi) That 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) That the annual accounts have been prepared on a going concern basis.

SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company.

AUDITORS AND AUDITORS REPORT

M/s. Shahid & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. Accordingly, the said Auditors may be re-appointed as Auditors of the Company at the forthcoming Annual General Meeting.

The Auditor has qualified his report which has been suitably explained in the notes to the Accounts and do not call for any further comments. The accounts of the branches of the Company are also audited by the Statutory Auditors.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Companys employees & shareholders.

For and on behalf of the Board of Directors

Dr. C. K. Jain Mridula Jain

Managing Director Director

Date :27th May, 2010

Place: Delhi

 
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