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Gangotri Cement Ltd.

BSE: 518093 Sector: Industrials
NSE: N.A. ISIN Code: INE831P01018
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Gangotri Cement Ltd. (GANGOTRICEMENT) - Director Report

Company director report

To the Members Gangotri Cement Limited

Raipur (C. G.) 492001

Your Directors have pleasure in presenting the 24th Annual Report on the business andoperation of the Company together with audited statement of accounts for the year ended on31st Mar'15.

1. FINANCIAL RESULTS:

Particulars 31st March 2015 31st March 2014
Operating Income 20833302.00 21104859.00
Other Income 1230484.00 749796.00
Total Receipts: 22063786.00 21854655.00
Total Expenses 21755487.00 21614991.00
Profit Before Tax: 308299.00 239664.00
Tax Expenses (110577.00) (184687)
Profit for the period : 418876.00 424351.00
Earnings Per Share (in Rs.) 0.13 0.13

2. PERFORMANCE REVIEW

During the year under review the total turnover and other income of the Company wasRs. 2.08 crores as against Rs. 2.11 crores during the previous financial year. The Companyrecorded a net profit of Rs. 4 lacs during the year under review. Prospects for currentyear feel that barring any unforeseen circumstances much favorable as compared to theyear under review. The Company is making all efforts to cope up with the market situationsand achieve significant increase in the operations.

3. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES

The profit earned during the year has been transferred to Reserves & Surplus.

4. DIVIDEND

In order to conserve the funds for future expansion your directors did not recommendany dividend for the period under review.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

No material changes and commitments affecting the financial position of the Companyhave occurred during the current year.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no such orders passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future.

8. INDUSTRIAL RELATIONS:

Industrial relations in the company during the year were peaceful cordial and healthy.Company had been able to maintain peaceful industrial atmosphere and mutual trust betweenthe management and the employees. The management & employer relations continue to becordial.

9. LISTING

The Company continues to be listed on Bombay Stock Exchange (BSE).. The company is dulycomplying with Listing Agreement from time to time.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has adequate Internal Control System commensurate with its size scale andoperations. The Internal Audit Department monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

During the year no reportable material weakness in the design or operation wasobserved.

11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company. TheCompany is also not a subsidiary of any other company.

12. DEPOSITS:

The Company did not accept any deposit within the meaning of Section 73 of theCompanies Act 2013 and the Rules made there under. As such there are no small depositorsin the company.

13. STATUTORY AUDITORS

M/s Sunil Johri & Associates Chartered Accountants as auditors if elected willhold office for 5 years commencing from financial year 2015-16 from the conclusion of thisAnnual General Meeting. Under Section 139(2) of the Companies Act 2013 they havefurnished the certificate of their eligibility for reappointment.

M/s Sunil Johri & Associates Chartered Accountants has given their consent to actas Statutory Auditors of the Company. Directors recommend their appointment on aremuneration to be later decided by the Board of Director and the Auditor mutually for theensuing Financial Year i. e. 2015-16.

14. AUDITORS OBSERVATION :

Remarks made by the auditors in their report on the accounts stand explained in thenotes to accounts which are self-explanatory.

15. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI.

The Company has implemented several best corporate governance practices as prevalentglobally. The report on Corporate Governance (Annexure-1) as stipulated under the ListingAgreement forms an integral part of the Report.

The requisite certificate from the auditors of the Company confirming compliance withthe conditions of corporate governance is attached to the report on Corporate Governance(Annexure-2).

16. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India ispresented in Annexure - 3.

17. Directors

a) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 Shri Dipesh Mahendra Sheth(DIN 01563498) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment.

Your Directors recommend his appointment as Director.

b) Women Director:

Mrs. Dipali Deven Shah (DIN NO. 07161039) (who was already appointed as Woman cumAdditional Director and who ceases to hold office under Sec 161 of the Companies Act 2013on the date of this meeting and who has submitted a declaration that she meets thecriteria of Independence as provided in Section 149(6) of the Act and who is eligible forappointment and in respect of whom the company has received a notice in writing from aMember proposing her candidature for the office of Director pursuant to Section 160 to beappointed as Independent Director of the Company to hold office for Five consecutive yearswith effect from the conclusion of the ensuing annual general meeting.

Your Directors recommend her appointment as an Independent Director of the Company.

c) Declaration by Independent Director(s) and re- appointment

The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Clause 49 of theListing Agreement.

d) Declaration by Directors under Section 184

Directors declare that no directors are disqualified from being appointed as Directorof the Company under Section 184 of the Companies Act 2013.

18. SHARE CAPITAL

a. Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year.

b. Issue of sweat equity shares

The Company has not issued any sweat equity shares during the year

c. Issue of employee stock options

The Company has not issued employee stock options during the year.

d. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Company has not made any provision for purchase of its own shares during the year.

19. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:

The Company is a manufacturing Company and In accordance with the requirements ofsection Conservation of Energy Technology Absorption under Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are attracted please referAnnexure- 5 R&D efforts were not made towards technology absorption and no foreignexchange outgo and inflow included during the year.

There is no foreign exchange expenses and foreign income during the financial year.

20. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT2013

Extract of Annual return of the Company is annexed herewith as an Annexure-7 to thisreport.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under Section 135(2) of the Companies Act 2013. Henceno policy or disclosures are required to be made under the said section or applicablerules.

22. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1 07.04.2014 4 4
2 30.05.2014 4 4
3 11.08.2014 4 3
4 15.11.2014 4 4
5 13.02.2015 4 3
6 25.03.2015 4 4

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company did not enter into any contract or arrangement during the financial yearwith related parties. Form AOC-2 as required under the Companies (Accounts) Rules 2014 isattached as Annexure-6.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note No. 6 and 7 to the Financial Statements.

25. DISCLOSURE OF DIRECTORS' REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 no remuneration has been paid to any of theDirectors of the Company.

26. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointed CSSatish Batra a practicing Company Secretary for conducting secretarial audit of theCompany for the financial year 2014-2015. His report is annexed herewith as Annexure-4.The report does not contain any qualification reservation or adverse remark.

27. RISK MANAGEMENT POLICY

In today's business environment Risk Management is a very important part ofbusiness The Company constantly manages monitors and reports on the principal risk anduncertainties that can have an impact on the Company. Your directors keep a close watch onthe risk prone areas and take actions from time to time. The policy of the company is tocomply with statutory requirements and try to overcome the risk of penalties andprosecutions.

The Company does not have any insurable assets. However the policy of the Company isto keep insured all insurable assets to keep them adequately insured against risks anduncertainties like fire riot earthquake terrorism loss of profit etc.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:-

i. In the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

ii. The directors have ensured that all applicable accounting policies are applied themconsistently and directors have made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company as at31st March 2105 and of the profit and loss of the company for that period;

iii. The directors had taken and continue to take proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

iv. The directors had prepared and continue to prepare the annual accounts on a goingconcern basis;

v. The directors had laid and continue to lay down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

vi. The directors had devised and continue to devise proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

29. PERSONNEL:

There was no employee receiving remuneration attracting provisions of section 134(3)(q) of the Companies Act 2013 read with Rule 5(2) & (3) of rules the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.

30. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Directors further state that during the year under review there were no reportedinstances pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

31. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for contributionsmade by employees of the company and cooperation extended by the bankers and all personswho have directly an d indirectly contributed to the success of the company.

Your directors also acknowledge the trust and confidence you have reposed in thecompany.

BY AND ON BEHALF OF THE BOARD.
(PARAG SHAH) (DIPESH SHETH)
DATED: 30 TH MAY 15 DIRECTOR DIRECTOR
PLACE: RAIPUR (C.G.) DIN 02619924 DIN 01563498