PDF processed with CutePDF evaluation edition www.CutePDF.com 1 Gujarat Alkalies and Chemicals Limited BOARD OF DIRECTORS Dr. Varesh Sinha, IAS ............ Chairman (From 01.03.2013) Shri A. K. Joti, IAS (Retd.) (Up to 28.02.2013) Shri D. J. Pandian, IAS Dr. Hasmukh Adhia, IAS (From 16.05.2013) Shri G. C. Murmu, IAS Shri G. M. Yadwadkar Dr. Sukh Dev, Padma Bhushan Shri J. N. Godbole Shri M. S. Dagur, IAS ............ Managing Director COMPANY SECRETARY Shri V. L. Vyas AUDITORS SOLICITORS COST AUDITORS BANKERS Messrs Prakash Messrs Amarchand Messrs R. K. Patel & Co. State Bank of India Chandra Jain & Co. & Mangaldas & Cost Accountants IDBI Bank Ltd. Chartered Accountants Suresh A. Shroff & Co. Vadodara HDFC Bank Ltd. Vadodara Mumbai Central Bank of India AXIS Bank Ltd. UCO Bank Indian Bank REGISTERED OFFICE AND VADODARA COMPLEX : DAHEJ COMPLEX : P.O. : Petrochemicals : 391 346 Village : Dahej : 392 130 Dist. : Vadodara, Tal. : Vagra, Dist. : Bharuch, GUJARAT (INDIA) GUJARAT (INDIA) Phone : (0265) – 2232681-82/2232981-82/2232701 Phone : (02641) – 256315-16-17/256235 E-Mail : [email protected] REGISTRAR & SHARE TRANSFER AGENTS : MCS Limited (Unit : GACL) Neelam Apartment, 1st Floor 88, Sampatrao Colony, Productivity Road, Vadodara : 390 007 GUJARAT (INDIA) Phone : (0265)-2339397, 2314757, 2350490 E-mail : [email protected], [email protected] Company’s Website : www.gacl.com 40th Annual Report 2012-13 2 Vision 40th Annual General Meeting To continue to be identified and recognized as a dynamic, modern and eco-friendly chemical company with enduring ethics and values. th Date : 12 September, 2013 Mission Day : Thursday ● To manage our business responsibly and sensitively, in order Time : 1.00 p.m. to address the needs of our Customers and Stakeholders. ● To strive for continuous improvement in performance, measuring Place results precisely, and ensuring GACL’s growth and profitability In the permises of the Company at through innovations. P.O. : Petrochemicals : 391 346 ● To demand from ourselves and others the highest ethical Dist. : Vadodara standards and to ensure products and processes to be of the highest quality. Particulars Page No. Particulars Page No. Notice ...................................................................... 03 Notes : Directors’ Report .................................................... 08 11. Short Term Provisions .................................... 49 Management Discussion and Analysis ................ 13 12. Tangible Assets............................................... 50 Product Flow Chart ............................................... 20 13. Non-Current Investments ................................ 51 Financial Highlights of Ten Years ........................ 22 14. Long Term Loans and Advances ................. 53 Corporate Governance Report ............................. 23 15. Other Non-Current Assets ............................. 53 General Information for Members ........................ 30 16. Current Investments ....................................... 54 Certificate by CEO & CFO .................................. 33 17. Inventories ....................................................... 56 Auditors’ Report ..................................................... 34 18. Trade Receivables .......................................... 56 Balance Sheet........................................................ 38 19. Cash and Cash Equivalents ......................... 56 Statement of Profit and Loss .............................. 39 20. Short Term Loans and Advances................. 57 Cash Flow Statement ............................................ 40 21. Revenue from Operations .............................. 57 Notes : 01. Significant Accounting Policies ...................... 42 22. Other Income .................................................. 58 02. Share Capital .................................................. 45 23. Cost of Materials Consumed ........................ 58 03. Reserves and Surplus ................................... 46 24. Purchase of Stock-in-Trade ........................... 58 04. Long Term Borrowings ................................... 46 25. Change in Inventories of Finished Goods and Process Stock ......................................... 59 05. Deferred Tax Liabilities (Net) ........................ 47 26. Employee Benefits Expenses ........................ 59 06. Other Long Term Liabilities ........................... 47 07. Long Term Provisions .................................... 48 27. Finance Cost ................................................... 59 08. Short Term Borrowings .................................. 48 28. Other Expenses .............................................. 60 09. Trade Payables ............................................... 48 29. Prior Period Adjustment (Net) ....................... 61 10. Other Current Liabilities ................................. 49 30-41. Other Notes .............................................. 61 Contents 3 Gujarat Alkalies and Chemicals Limited NOTICE NOTICE IS HEREBY given that the Fortieth until the conclusion of the next Annual Annual General Meeting of the Shareholders of General Meeting of the Company on such GUJARAT ALKALIES AND CHEMICALS remuneration and service tax, travelling, LIMITED will be held in the premises of the lodging & boarding and other out-of-pocket Company at P.O. : Petrochemicals : 391 346, expenses actually incurred by them as may Dist. : Vadodara on Thursday, the 12th September, be recommended by the Audit Committee and 2013 at 1.00 p.m. to transact the following approved by the Board of Directors of the Ordinary and Special Business : Company in connection with the audit of Accounts of the Company for the year ending ORDINARY BUSINESS : 31st March, 2014.” 1. To receive, consider and adopt the Audited SPECIAL BUSINESS : Balance Sheet as at 31st March, 2013, Statement of Profit & Loss for the year ended 6. To appoint Dr. Hasmukh Adhia, IAS as a on that date and the Reports of the Board Director of the Company who was appointed of Directors and Auditors thereon. as an Additional Director by the Board of Directors on 16th May, 2013 pursuant to 2. To declare a Dividend for the Financial Year Section 260 of the Companies Act, 1956 and ended on 31st March, 2013. holds office up to this Annual General 3. To appoint a Director in place of Padma Meeting and to pass following resolution as Bhushan Dr. Sukh Dev, who retires by rotation an Ordinary Resolution of which the at this Meeting and being eligible, offers prescribed Notice in writing under Section 257 himself for reappointment. of the Companies Act, 1956 has been received by the Company from a Member : 4. To appoint a Director in place of Shri J N Godbole, who retires by rotation at this “RESOLVED THAT Dr. Hasmukh Adhia, IAS Meeting and being eligible, offers himself for be and is hereby appointed as a Director of reappointment. the Company whose period of office shall be liable to determination by retirement of 5. To appoint Statutory Auditors of the Company Directors by rotation pursuant to the to hold office up to the conclusion of the next provisions of Sections 255 and 256 of the Annual General Meeting and to fix their Companies Act, 1956.” remuneration and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution : By Order of the Board for GUJARAT ALKALIES AND CHEMICALS LIMITED “RESOLVED THAT M/s. Prakash Chandra Jain & Co., Chartered Accountants, V L VYAS Vadodara, F.R.No. 002438C, be and are Company Secretary & hereby appointed as the Statutory Auditors of Chief General Manager (Legal) the Company to hold office from the Place : Gandhinagar conclusion of this Annual General Meeting Date : 5th August, 2013 40th Annual Report 2012-13 4 ANNEXURE TO THE NOTICE OF THE 40TH ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173 OF THE COMPANIES ACT, 1956 Item No. 5 of qualifications, experience etc. are shown in the annexure attached. As per the provisions of Sections 224 and 224 A of the Companies Act, 1956, the shareholders of the Company Considering his vast experience, it will be beneficial for shall be required to pass a Special Resolution at the the Company to continue to avail the services of Annual General Meeting (AGM) as setout at Item No.5 Dr. Hasmukh Adhia, IAS and therefore, your Directors of the Notice to appoint Statutory Auditors to hold office recommend his appointment as a Rotational Director from the conclusion of this meeting until the conclusion pursuant to Sections 255 and 256 of the Act and the of the next AGM, since not less than 25% of the Resolution at Item No. 6 of the Notice for your approval. Subscribed Share Capital is held by the Government of Gujarat, Government Companies or Boards, Public None of the Directors of the Company except Financial Institutions and Nationalised Banks. Dr. Hasmukh Adhia, IAS is concerned or interested in the said Resolution. None of the Directors of the Company is concerned or interested in the said Resolution. Inspection of documents : Item No. 6 All documents referred to in this Notice and the Explanatory Statement are open for inspection at the Dr. Hasmukh Adhia, IAS was appointed as an Additional Registered Office of the Company between 9.30 a.m. and Director by the Board of Directors of the Company on 16th 12.30 p.m. and between 2.30 p.m. and 4.30 p.m. on any May, 2013 pursuant to Section 260 of the Companies Act, working day of the Company prior to the date of the 1956 (“the Act”)