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Gulshan Sugars and Chemicals Directors Report, Gulshan Sugars Reports by Directors
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Gulshan Sugars and Chemicals
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Directors Report Year End : Mar '07
The Board of Directors feel great pleasure in presenting the 27th
 Annual Report along with Audited Accounts of your Company for the year
 ended 31st March 2007.
 
 FINANCIAL HIGHLIGHTS
                                                       (Rs. in lacs)
                                         CURRENT YEAR  PREVIOUS YEAR
                                          31-03-2007    31-03.2006
 
 Turnover & Other Income                     5723.53       4736.30
 
 Expenditure                                 4715.81       4023.86
 
 Gross Profit before Depreciation
 
 Finance Charges & Tax                       1012.44        712.44
 
 Depreciation                                 189.31        200.31
 
 Finance Charges                              206.07        202.29
 
 Profit before tax                            617.06        309.83
 
 Provision for Tax
 
 Current Tax                                   76.06         49.53
 
 Deferred Tax Credit                           27.23         20.16
 
 Net Profit after Tax                         513.77        280.46
 
 Dividend & Dividend Tax                      179.88         85.00
 
 Gross Cash Accruals                          523.20        395.78
 
 Equity Share Capital                        1024.99        496.98
 
 Par Value of Equity Share (Rs.)                8.00          8.00
 
 Earning per Share - Basic & Diluted (Rs.)      6.46          4.51
 
 (* on increased equity capital on pro-rata basis)
 
 DIVIDEND
 
 The Board of Directors are pleased to recommend a Tax-free dividend of
 15% (Rs. 1.20 per share on a Equity Share of Rs. 8/- each) on the
 enhanced equity share capital of the company for the year ended 31st
 March 2007. The new equity shareholders, after the follow on public
 issue completed in December 2006, are also entitled for dividend for
 the full year ranking parri passu with the shareholders before follow
 on public issue.  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.
 
 2006-07 IN RETROSPECT
 
 The Sales and Other Income for the financial year under review were Rs.
 5723.53 lacs (Previous year Rs.  4736.30 lacs). The Gross profit before
 depreciation, finance charges & tax were higher at Rs. 1012.44 lacs up
 by 42.1 % over previous year of Rs. 712.44 lacs. The profit before tax
 grew to Rs. 617.06 lacs by over 99.1 % over previous year profit before
 tax of Rs. 309.83 lacs. The net profits after tax were higher at Rs.
 513.77 lacs registering an increase of over 83% over previous year net
 profit after tax of Rs. 280.46 lacs. The Gross cash accruals were Rs.
 523.20 lacs (Previous year Rs. 395.78 lacs) even after higher dividend
 and tax on enlarged capital. The company earned an amount of 246.73
 lacs (Previous year Rs. 30.51 lacs) as other income, which comprised of
 agricultural income Rs. 31.16 lacs, dividend income of Rs. 24.86 lacs,
 and commission of Rs.  103.45 lacs, profit on sale of scrapped asset
 Rs. 84.9 lacs and other receipts of Rs. 2.36 lacs. The dividend income
 was mainly earned on the temporary deployment of funds raised from
 Public Issue of equity shares pending utilization thereof in approved
 avenues. The capacity utilization during the year was at about 81.8% on
 pre expansion capacity of 70000 MT. The company during the year took up
 a project of setting up facilities of Ground Calcium Carbonate (GCC)
 and 3 MW additional Captive power plant which was financed from term
 loan from IDBI, public issue of equity shares and internal accruals of
 the company. The expansion project of 20000 MT of Ground Calcium
 Carbonate was completed in fourth quarter during the financial year.
 The full impact of expansion would come in next financial year
 (2007-08). The company during the year has carried out the trading
 activity of calcium carbonate to sale the products of group company
 Gulshan Chemfill Ltd on consignment basis of Rs. 336.46 lacs. During
 the year, the company disposed off scrapped and discarded asset of very
 old power plant which was not in use for few years and other misc.
 dismantled and junk asset and earned profit thereon.
 
 An amount of Rs. 30 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 information about
 conservation of energy, technology absorption, foreign exchange
 earnings and outgo etc has been incorporated in Annexure 1 forming part
 of this report.
 
 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. The company expects good demand to the new
 paper grade of calcium carbonate from paper industry for which it has
 set up manufacturing facilities during the year. There was no buy-back
 scheme of shares taken up by the company during the year.
 
 Managements Discussion & Analysis about the company forms part of this
 report.
 
 DIRECTORS
 
 During the financial year 2006-07, Mr. Ajay Jain, Director had resigned
 and in his place Mr. Mukul Maheswari was appointed as Additional
 Director w.e.f 3rd June 2006. The appointment of Mr. Mukul Maheswari
 was later approved in AGM held on 22nd September 2006. The directors
 record their appreciation for the valuable services rendered to the
 Company by outgoing director.
 
 The tenure of Dr. C.K.Jain, Managing Director expired on 19th February
 2007. The Board of Directors of your company in the Board meeting held
 on 30th January, 2007 reviewed his performance and unanimously approved
 the reappointment for a further period of 3 years commencing from 20th
 February 2007 on the terms & conditions as set out in the resolution
 above subject to the approval of shareholders in the ensuing Annual
 General Meeting.  In accordance with the provisions of the Companies
 Act, 1956 and the Articles of Association of the company, Mr.
 I.C.Agarwal, an Independent Director of the Board who held the office
 of director till the date of the forthcoming Annual General Meeting is
 liable to retire by rotation, being eligible has offered himself for
 reappointment. The tenure of Mr. Akhilesh Kumar Maheshwari as Whole
 Time Director (WTD) of the company for a period of 3 years was
 completed on 31 st March 2007. Since he did not seek the reappointment,
 the Board accepted his resignation/ relinquishment of the office of
 WTD. Consequently he ceased to be the Director/ WTD of the company with
 effect from April 01, 2007. The directors record their appreciation for
 the valuable services rendered to the Company by him. The project
 Management & FPO committee was reconstituted and the composition
 excluded him from the committee.  PUBLIC DEPOSITS
 
 The company invited Fixed Deposit from the shareholders and Public
 during the year. The Fixed Deposits mobilized/ renewed and outstanding
 from the public and shareholders aggregated to Rs. 373.35 Lacs as on 31
 st March 2007 (Previous year Rs. 381.57 lacs). There was no fixed
 deposit remained unclaimed as on 31 st March, 2007. 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 there under.
 
 PUBLIC ISSUE OF EQUITY SHARES DURINGTHE YEAR
 
 The company came out with a follow on public issue of 66,00,000 Equity
 Shares of Rs. 8/- each af fixed price of Rs.  40/- per equity shares
 comprising of face value of Rs. 8/- and premium of Rs. 32/- each
 aggregating Rs. 2640 lacs.  The public issue closed on November28,2006
 and was oversubscribed. The company allotted 66,00,209 equity shares of
 Rs. 81- each aftertaking into account the additional equity shares due
 tof raction factor in December 2006 in consultation with Bombay Stock
 Exchange. The new equity was allotted in dmat form and were listed on
 Bombay Stock Exchange.
 
 The objects of the public issue were to expand the existing capacity by
 setting up a 20,000 TPA Ground Calcium Carbonate (GCC) unit, to set up
 an additional 3 M W captive power plant at its manufacturing facilities
 at Muzaffamagar (UP), to meet the long term working capital
 requirements of the company, to raise resources for general corporate
 purposes, to meet the expenses of the issue and to list the new equity
 shares at Bombay Stock Exchange. The project wasappraised and partly
 funded by Industrial Development Bank of India (IDBI).The total fund
 requirement was Rs. 3740 lacs comprising of project cost as appraised
 by IDBI Rs. 2990 lacs, long-term working capital requirement of Rs. 610
 lacs and for general corporate purposes Rs. 140 lacs. The project was
 to be completed on or before March 31, 2007. The company completed the
 project of GCC plant and commenced the commercial production before
 scheduled date in fourth quarter of the financial year 2006-07.
 However, the completion of additional 3 MW captive power plants has
 been delayed due to delay in supplies of equipments by the equipment
 suppliers. The total delay is likely to be appx 5-6 months. The
 requirement of power for the new GCC plant is currently being met from
 the existing 3 MW power plant and DG sets. The quality of product from
 new GCC plant has been very encouraging from its end user paper
 industry. The full financial impact of the GCC plant would be visible
 in financial year 2007-08 and thereafter.
 
 The following are the details of the funds required and utilized by the
 company on the project till March 31,2007:
 
 FUNDS REQUIREMENT
                                                  Amount (Rs. In Lacs)
 PARTICULARS                         PROJECTED AS PER    UTILISED UPTO
                                        PROSPECTUS         31.03.2007
 
 Project Cost as appraised by IDBI         2990.00         1995.75
 
 Long Term Working Capital Requirement      610.00          444.93
 
 TOTAL                                     3600.00         2440.68
 
 General Corporate Purpose                  140.00            9.61
 
 TOTAL FUNDS REQUIREMENT                   3740.00         2450.29
 
 Funds temporarily lying in Banks/ invested in
 short term avenues pending utilization for the
 objects of the issue.                       -             1289.79
 
 TOTAL                                     3740.00         3740.08
 
 MEANS OF FINANCE
 
 1                                              Amount (Rs. In Lacs)
 PARTICULARS                            PROJECTED AS PER  ACTUAL RAISED
                                           PROSPECTUS   UPTO 31.03.2007
 
 Public Issue of Equity Shares 
 including share premium                     2640.00        2640.08
 
 Term Loan from IDBI                          800.00         800.00
 
 Internal Accruals                            300.00         300.00
 
 TOTAL                                       3740.00        3740.08
 
 COMPLIANCE OF CLAUSE 49 OF STOCK EXCHANGE
 
 The companys equity shares including new equity shares issued in
 follow on public issue are currently listed at Stock Exchange, Mumbai.
 The company has complied all the requirement of clause 49 of the
 listing agreement and other applicable guidelines as per prevailing
 directives of SEBI and Stock Exchange.
 
 contribution exchequer
 
 Your company has paid substantial amounts in excess of Rs 820 lacs to
 the Exchequer during the year in the form of Excise Duty, Custom Duty,
 Direct & Indirect taxes, service tax, surcharge, levies, cess etc.
 
 INSURANCE
 
 The Assets of the company including Buildings, Plant & Machinery, and
 Stock & Stores etc. have been adequately insured.
 
 DEMATOFSHARES
 
 Necessary arrangements are made for Dematerialization of Shares with
 NSDL and CDSL. Out of the total, 95.02% 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.
 
 AUDITORS REPORT
 
 The Auditors report to the shareholders doesTiot contain any audit
 qualification. The audit of financial records of branches of the
 company is also audited by the Statutory Auditors.
 
 DISCLOSURE OF PARTICULARS
 
 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. The company has not given any
 shares to any of the employees under Employees Stock Option Scheme.
 
 Pursuant to the clause 49 of the Listing Agreement, a report on
 Corporate Governance is given in Annexure-2.
 
 PERSONNEL
 
 None of the employees during the year received the remuneration in
 excess of the limits set out under the Provisions of Section 217(2A) of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules 1975 as amended up to date. Dr. C.K. Jain, Managing
 Director of the Company is related to Mrs. Mridula Jain as her husband.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As per section 217(2AA) of the Companies Act, 1956, your company has
 complied with the entire following requirement set out in the said
 provision:
 
 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 31, 2007 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
 
 The company continued to maintain a good safety record. The
 manufacturing unit of the company is environment friendly and maintains
 all safety standards and measures.
 
 INDUSTRIAL RELATIONS
 
 The Company continued to maintain good industrial relations with the
 work force in its unit and offices.  
 
 AUDITORS
 
 M/s. Shahid & Associates, Chartered Accountants, Auditors of the
 company retire at the forthcoming Annual General Meeting and being
 eligible offer themselves for reappointment. They have confirmed that
 their appointment, if made, would be within the prescribed limits under
 section 224(1-6} 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 wish to place on record their appreciation to the
 contribution made by all the employees in ensuring high levels of
 performance and growth that your company has achieved during the year
 and the valued customers for extending their faith & confidence in the
 product quality and service. The Board of Directors also wish to place
 on record to the valuable co-operation and assistance extended by the
 Financial Institutions, Banks and Government Authorities for their
 continued support for the growth of the company.
 
 The future prospects of the company are quite exciting in view of the
 products demand and it would be the Companys endeavor to merit the
 confidence of the esteemed Shareholders on every account.
 
                          For and on behalf of the Board of Directors
 
 Date : June 16,2007                    (I. C. AGARWAL)
 Place: DELHI                              Chairman
Source : Dion Global Solutions Limited
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