The Directors have pleasure in presenting the 22nd Annual Report and
the Audited statement of Accounts of the Company for the year ended 31
st December, 2006.
Rs. in OOP
01/04/2006 to 01/04/2005 to
Sales 1565827 1733825
Other Incomes 10937 14104
Profit before Finance
Charges, Depreciation and Tax 220366 246474
Finance Charges - 1901 29765
Profit before Depreciation and Tax 218464 216709
Depreciation 90164 53689
Profit / (Loss) before Tax 128300 163020
Provision for Tax (45362) (61018)
Profit / (Loss) after Tax 82938 102002
Balance as per last Balance Sheet
brought forward 371254 269252
Balance carried to Balance Sheet 454192 371254
In view of the proposed capital investments the Directors do not
recommend any dividend for the year under review.
Change in the Constitution of Financial Year
Your Company has adopted calendar year as the financial year consisting
of 12 months starting from 1st of January every year and ending on 31s1
December of the same calendar year Consequent to the above decision the
Company closed books of accounts and prepared final accounts for the
period of nine months commenced from 1st April 2006 and ended on 31st
Internal Control Systems And Adequacy
Your Company has adequate Internal Control Systems commensurate with
the size and the nature of operations. The company follows a
risk-based approach to evaluation of various internal controls in
place. The coverage of the internal audits, regular management
operational reviews and audit committee review meetings further
strengthens the internal Control Systems of your Company. ERP system
has further improved the internal controls in the various business
processes besides providing online management information reports,
which have aided management operational decisions.
During the period under review, Mr. Sanjiv Kumar, Managing Director of
the Company resigned from the office w e f 31st July, 2006. The Board
places on record its sincere and warm appreciation of the valuable
guidance received from Mr. Sanjiv Kumar during his tenure.
Mr. Subramanian Venkataraman was appointed as an Additional Director
and Managing Director by the Board w.e.f. 1st April 2007 and will hold
office as Director till the date of ensuing Annual General Meeting. His
appointment has been sought to be made by members pursuant to Section
257 of the Companies Act, 1956.
Mr. Claude-Alain Tardy resigned from the Board w.e.f. 25* April, 2007.
The Board places on record its sincere and warm appreciation of the
valuable guidance received from Mr. Claude-Alain Tardy.
Mr. Anand Mahajan appointed in casual vacancy caused by resignation of
Mr. Martin Smith is due to retire by rotation and being eligible,
offers himself for re-appointment. His appointment has been sought to
be made by members pursuant to Section 257 of the Companies Act, 1956.
Mr. Lalit Bhasin is due to retire by rotation and being eligible,
offers himself for re-appointment.
Mr. Vikas Vig is due to retire by rotation and being eligible, offers
himself for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of Companies Act, 1956, your
Directors subscribe to the Directors Responsibility Statement and
(i) In the preparation of the Annual Accounts for the financial year
ended 31st December 2006, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures,
(ii) Appropriate accounting policies have been selected and applied
consistently and judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company for the financial year ended at 31st December
2006 and of the profit of the Company for that year;
(iii) 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 frauds and other irregularities;
(iv) The Annual Accounts for the financial year ended at
31stDecember2006 have been prepared on agoing concern basis.
Price Waterhouse, Chartered Accountants, who retire at the ensuing
Annual General Meeting, have expressed their
willingness to continue as the Statutory Auditors of the Company.
Confirmation has been received from them that if they are appointed as
Statutory auditors, their appointment shall be within the limits as
prescribed under Section 224(1 B) of the Companies Act 1956.
PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on Energy Conservation and Technology Absorption required
to be disclosed under section 217(1 )(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, forming part of the Directors Report
for the year ended 31st December 2006 is enclosed as Annexure which
forms part of this Report.
PARTICULARS OF EMPLOYEES
Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 are given in the annexed statement and forms part of this
DELISTING OF SECURITIES
In accordance with the SEBI (Delisting of Securities) Guidelines, 2003
the Company has been voluntarily delisted from The Stock Exchange
Mumbai, The Calcutta Stock Exchange and The National Stock Exchange of
India Limited. The Delhi Stock Exchange has also delisted the shares of
the Company subject to the clearance from SEBI.
India Gypsums philosophy on good Corporate Governance envisages a
combination of business practices that result in enhancement of the
value of the Company to the shareholders and simultaneously enable the
Company to fulfill its obligations to the other stakeholders such as
customers, employees, vendors, dealers, and financiers and to the
society at large. Your Company firmly believes that such practices are
founded upon the core values of transparency, professionalism,
empowerment, equity and accountability. Your Company makes best
endeavors to uphold and nurture these core values in all facets of its
operations and aims to increase and sustain its corporate value through
growth and innovation.
Board Committees Audit Committee
In terms of Section 292A of the Companies Act, 1956, an Audit Committee
of the Company has been re-constituted in the Board Meeting held on
29.01.2004, primarily to review the following-
Financial Reporting / Disclosure information Appointment and removal of
Annual financial statements before submission to the Board
1. Internal control systems Current Audit Committee composition
Mr. Vikas Vig, Chairman of the Committee
Mr. Anand Mahajan
Mr. Subramanian Venkataraman
The Audit Committee met during the year for two times. The Chairman of
the Committee was present at the Annual General Meeting held on
30-11-2006 to attend to the shareholders queries.
Share Transfer Committee
Current Share Transfer Committee Composition
Mr. Vikas Vig, Chairman of the Committee
Mr. Subramanian Venkataraman
Mr. Sanjay Bahl
The Directors acknowledge the support and assistance given by the
Saint-Gobain Companies under the Group. The Directors wish to place on
record their appreciation of the dedicated efforts made by the
employees of the Company at all levels. The Directors also take this
opportunity to thank the shareholders, business partners and Government
Authorities for their continued support to the Company.
For and on behalf of the Board of Directors
Mumbai Anand Mahajan Subramanian Venkataraman
Date:5th June, 2007 CHAIRMAN MANAGING DIRECTOR