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Gujarat Fluorochemicals Directors Report, Guj Flourochem Reports by Directors
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Gujarat Fluorochemicals
BSE: 500173|NSE: GUJFLUORO|ISIN: INE538A01037|SECTOR: Chemicals
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« Mar 10
Directors Report Year End : Mar '11
To the Members of
 
 The Directors take pleasure in presenting to you their Twenty-Fourth
 Annual Report for the year ended 31st March, 2011.
 
 1.  FINANCIAL RESULTS
 
 Following are the working results for the year 2010-2011:
 
                                                          (Rs. in Lacs)
 
                                            2010-2011        2009-2010
 
 Turnover                                   102470.81        98634.50
 
 Gross Profit before Interest and
 Depreciation                                45423.33        52271.98
 
 Less: Interest                               3454.64         4803.33
 
 Profit before Depreciation                  41968.69        47468.65
 
 Less: Depreciation and amortization 
 for the year                                 6758.98         5703.07
 
 Less: Provision for diminution in value 
 of investments                                 60.75         1559.84
 
 Profit before Taxation                      35148.96        40205.74
 
 Provision for Taxation                      10211.08         6799.05
 
 Profit for the year                         24937.88        33406.69
 
 Add: Taxation pertaining to 
 earlier years                                1424.93            8.66
 
 Add: Profit brought forward from 
 previous year                                 292.74          169.19
 
                                             26655.55        33584.54 
 
 Appropriations
 
 Transferred to General Reserve              22000.00        28800.00
 
 Interim dividend                             1098.50         2197.00
 
 Proposed Dividend subject to 
 approval of the shareholders                 2746.25         1647.75
 
 Tax on Dividend                               627.96          647.05
 
 Balance carried to Balance Sheet              182.84          292.74
 
                                             26655.55        33584.54
 
 
 
 3.  RESPONSIBILITY STATEMENT
 
 Your Directors would like to confirm that
 
 I.  in the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed;
 
 II.  the Directors have selected such Accounting Policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the Financial Year and of the Profit or
 Loss of the Company for that period;
 
 III.  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.  the Directors have prepared the Annual Accounts on a going concern
 basis.
 
 4.  DIVIDEND
 
 Your Company had paid an interim dividend of Re 1 per share and your
 Directors now recommend a final dividend of Rs 2.50 per share (250%)
 subject to approval of the shareholders. The total dividend payout
 (including dividend distribution tax) for the year will be Rs 4472.71
 lacs.
 
 5.  DIRECTORS
 
 Shri Deepak Asher and Shri Shanti Prasad Jain retire by rotation and
 being eligible, offer themselves for re- appointment.
 
 Shri Mahesh Prasad is appointed as an Additional Director of the
 Company at the Meeting of the Board of Directors of the Company held on
 27 May, 2011. He holds his office upto the forthcoming Annual General
 Meeting of the Company. Notice has been received from a Member of the
 Company specifying his intention to propose the candidature of Shri
 Mahesh Prasad as a Director of the Company. The Board recommends his
 appointment as a Director of the Company.
 
 7.  SUBSIDIARIES
 
 Ministery of Corporate Affairs, New Delhi vide its Circular No
 5/12/2007-CL-III dated 08th February, 2011 has granted general
 exemption to the Holding Companies for not attaching the Balance
 Sheet(s) of Subsidiary Company(ies) concerned as required under Section
 212 of the Companies Act, 1956. In view of the above, the Board of
 Directors of the Company has by resolution 27th May, 2011 accorded
 consent to not attaching Annual Accounts of the financial year ended on
 31st March, 2011 of all the Company’s subsidiaries.
 
 8.  AUDITORS''REPORT
 
 The notes forming part of the accounts are self-explanatory and do not
 call for any further clarifications under Section 217(3) of the
 Companies Act, 1956. The observations made by the Auditors in their
 report on the Corporate Governance are explained in Para 2 and 3 of the
 Corporate Governance Report.
 
 9.  AUDITORS
 
 Members are requested to appoint Auditors for the current year and to
 fix, or authorise the Board to fix, their remuneration. The Auditors,
 M/s. Patankar & Associates, retire and offer themselves for
 re-appointment. Due notice has been received from them that their
 appointment, if made, will be in accordance with the limits specified
 in Section 224 (1B) of the Companies Act, 1956.
 
 10.  CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreements with the Stock
 Exchanges, a Management Discussion and Analysis, Corporate Governance
 Report and Auditors''Certificate regarding compliance of conditions of
 Corporate Governance are made a part of the Annual Report.
 
 In compliance with the requirements of Clause 49(V), a certificate from
 the Managing Director and Director and Group Head (Corporate Finance)
 of the Company, who are responsible for the finance function, was
 placed before the Board.
 
 All the Board Members and Senior Management Personnel of the Company
 had affirmed compliance with the Code of Conduct for Board and Senior
 Management Personnel. A declaration to this effect duly signed by the
 Managing Director is enclosed as a part of the Corporate Governance
 Report.
 
 11.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 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, relating to the matters contained
 therein is given by way of an Annexure to this Report.
 
 12.  PARTICULARS OF EMPLOYEES
 
 In accordance with the provisions of Section 217(2A) of the Companies
 Act, 1956 and the rules framed there under, the names and other
 particulars are set out in the Annexure to the Directors''Report. In
 terms of the provisions of Section 219(1) (b) (iv) of the Companies
 Act, 1956, the Directors''Report is being sent to all the Shareholders
 of the Company excluding the aforesaid annexure. The annexure is
 available for inspection at the Registered Office of the Company. Any
 Shareholder interested in obtaining a copy of the said annexure may
 write to the Company Secretary at the Registered Office of the Company.
 
 13.  SUSTAINABLE DEVELOPMENT ACTIVITIES
 
 The Company undertakes sustainable development work as part of its
 ongoing efforts to improve the quality of life of the people in the
 areas surrounding its plant. Your company has spent around Rs 88.24
 lacs in the last financial year on these initiatives. Diligent and
 sincere efforts in this direction have had a positive and lasting
 impact on the neighbouring community. During the year, the Company has
 had its Corporate Social Responsibility initiatives certified by Ernst
 and Young.
 
 14.  SAFETY, HEALTH AND ENVIRONMENT
 
 Safety, health and environment have been of prime concern to the
 Company and necessary efforts were made in this direction in line with
 the safety, health and environment policy laid down by the Company. The
 Company has achieved certification of ISO: 14001:2004 (Environment
 Management System) and ISO 18001:2007 (Occupational Health and Safety
 Management System) for its Ranjitnagar Unit. Health of employees is
 being regularly monitored and environment has been maintained as per
 statutory requirements.
 
 15.  INSURANCE
 
 The Company’s property and assets have been adequately insured.
 
 16.  ACKNOWLEDGEMENT
 
 Your Directors express their gratitude to all other external agencies
 for the assistance, co-operation and guidance received. Your Directors
 place on record their deep sense of appreciation for the dedicated
 services rendered by the workforce of the Company.
 
                                   By Order of the Board of Directors
 
 Noida                                       DK JAIN
 
 27th May, 2011                              Chairman
 
 
 
Source : Dion Global Solutions Limited
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