DIRECTORS' REPORT To The Shareholders, Your Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31st March, 2014: DIVIDEND : Your Directors have recommended a dividend @ 5% i.e. Rs. 0.50 per equity share of Rs.10/- each for the financial year ended 31st March, 2014 amounting to Rs.12,64,424/- (Inclusive of tax of Rs. 1,83,674/-). The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting. OPERATIONS: The Company's Revenue from operations has increased from Rs.1909.21 lacs in 2012-13 to Rs. 2199.15 lacs in 2013-14. Sale of packaged drinking water has increased from Rs. 1604.05 lacs in 2012-13 to Rs.1872.45 lacs in 2013-14, showing an increase of 16.73 % in sales. Profit after tax for 2013-14 is Rs. 125.63 lacs against Rs. 81.08 lacs in 2012-13. Hence there is an increase of 54.95 % in profit. The higher increase in profit is due to saving in staff cost, depreciation and other expenses. The Company has put up another plant at Dankuni (Dist. Hooghly) to meet the day by day increasing demand for packaged drinking water and production has been already commenced with effect from 2nd May, 2014. With the new plant a good growth in the profitability of the Company is expected. Real Estate Business is stable as in earlier years. Renewal of tenancy of one tenant is due with effect from 01.09.2012 and the Company expects a good increase in its rental income from the said renewal. With the present Real Estate activities, the Directors hope for a better year ahead in the current year, subject to stable market conditions. DIRECTORS: Dr. Gora Ghose (DIN 00217079) has been appointed as an additional Director of the Company in the category of an Independent Director with effect from 12th February, 2014. Sri Anil Kumar Poddar (DIN 00304837) has been appointed as an additional Director of the Company in the category of an Independent Director with effect from 29th May, 2014. Dr. Gora Ghose and Sri Anil Kumar Poddar hold office up to the date of ensuing Annual General Meeting. The Company has received requisite notices in writing under Section 160 of the Companies Act, 2013 from members proposing Dr. Gora Ghose and Sri Anil Kumar Poddar for appointment as Independent Directors. The Company has received declarations from Dr. Gora Ghose and Sri Anil Kumar Poddar that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013. In the opinion of the Board they fulfill the conditions for appointment as Independent Directors. Appropriate resolutions for appointment of Dr. Gora Ghose and Sri Anil Kumar Poddar are being placed for consideration of the members at the ensuing Annual General Meeting. Sri Ballabha Das Mundhra (DIN 01162223) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that: i) In preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) We have selected appropriate accounting policies and applied them consistently and we have made judgments 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 31st March, 2014 and of the Profit of the Company for the year ended on that date; iii) We have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; iv) We have prepared the annual accounts on a going concern basis. LISTING: Your Company is listed with The Calcutta Stock Exchange Ltd. and BSE Ltd. and Annual Listing Fee for the financial year 2014-15 have been paid. AUDITORS: M/s. Tiwari & Company, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re-appointment. AUDITORS' REPORT: Observations made in the Auditors' Report are self-explanatory as they have been fully explained in the Notes on financial statements at respective points and do not require any clarification. COST AUDITORS: The Board of Directors of the Company has appointed M/s Sohan Lal Jalan & Associates, Cost & Management Accountants as Cost Auditors of the Company to conduct Cost Audit for the financial year 2014-15 on the recommendations of the Audit Committee and subject to approval of their remuneration by the members at the ensuing Annual General Meeting. Cost Audit Report for the financial year 2013-14 is to be filed within 180 days from the close of the financial year, the last date being 27th September, 2014. The Company has filed Cost Audit Report for the financial year 2012-13 on 16th September, 2013, the due date for the same was 27th September, 2013. FIXED DEPOSITS: The Company has not accepted any fixed deposits from public with in the meaning of Section 58A of the Companies Act, 1956 and the rules made there under. PERSONNEL: Cordial relations were maintained with all the employees at all levels. We thank all the employees of the Company for their dedication and sincerity. PARTICULARS OF EMPLOYEES: The Company did not have any employee falling within the scope of Sub-Section (2A) of Section 217 of the Companies Act, 1956. INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956: (A) Conservation of energy: a) Energy conservation measures taken: • Installation of semi automatic new technology based blowing machines replacing old technology based machines to save time and power. b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: • Installation of higher capacity transformer to have proper distribution of power. c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: • Saving in power consumption and consequently in the cost of production d) Total energy consumption and energy consumption per unit of production : Not Applicable (B) Technology Absorption: Research and Development Being Franchisee of M/s Bisleri International Private Limited, the Company is adopting technological guidelines provided by its Principal from time to time and thus Research and Development of technology is automatically taken care of. (C) Foreign Exchange earnings and outgo: Your Company did not have any foreign exchange earning during the year under review. The foreign exchange outgo was Rs. 9,17,032/- on account of travelling and other expenses. For and on behalf of the Board N. K. Poddar Chairman Kolkata, 29th May, 2014 |