DIRECTORS' REPORT TO THE MEMBERS, Your Directors have pleasure in presenting their 68th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015. The Total Income of the Company for the year under review reduced by 4% to Rs. 4,420.49 Lakhs compared to that of last year which was due to the subdued industrial growth in the Country that affected all segments of the Economy particularly the Manufacturing Industries. Even after reduction of Revenues the EBITDA % were maintained at the same level of 9% as last year which is appreciable. Further the Profit after tax of Rs. 79.33 Lakhs reduced the Accumulated Losses of the Company from Rs. 2,022.25 Lakhs to Rs. 1,942.92 Lakhs. Your Company is hopeful for having good year ahead in view of positive growth predicted on account of initiatives taken up by the Government in the various Industrial Sectors. The Durgapur Unit continued to remain closed during the year. DIVIDEND: In view of the Brought forward unabsorbed accumulated losses, the Directors express their inability to recommend any dividend for the year under review. CORPORATE GOVERNANCE: The principles of good Corporate Governance through professionalism, accountability, transparency, trusteeship and control have always been followed by your Company and it has complied with all the applicable provisions of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges. A separate Report on Corporate Governance as prescribed by the Listing Agreement forms part of the Annual Report 2014-15 along with the Auditors' Certificate on its compliance in Annexure B. DIRECTORS: Mrs. Ritu Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Her Brief Resume is attached to the Notice of the ensuing Annual General Meeting. The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees is annexed as part of this Report as Annexure C. NO. OF BOARD MEETINGS HELD During the year 2014-15, Five (5) Board Meetings were held on 30th May 14, 14th August 14, 20th September 14, 12th November 14 and 2nd February, 15. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134(5) of The Companies Act, 2013, the Directors state as follows:- (i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for that period; (iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors had prepared the accounts for the financial year ended 31st March, 2015 on a "going concern" basis; (v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (v) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such were adequate and operating effectively. BOARD EVALUATION: The Board evaluated the effectiveness of its functioning and that of the Committees and of Individual Directors by seeking inputs on various aspects of Board/Committee Governance and considered and discussed in details the inputs received from the Directors. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in strategic planning and fulfillment of their obligations including but not limited to their participation in the Board/Committee Meetings. INDEPENDENT DIRECTORS DECLARATION: The Independent Directors meet the criteria of being Independent (as prescribed in The Companies Act, 2013 and Clause 49 of the Listing Agreements) and an Independency Certificate from them have been obtained. AUDITORS: Messrs S. Ghose & Co., Chartered Accountants, Statutory Auditors hold office till the conclusion of this AGM. They have expressed their willingness to continue as such and are eligible for re-appointment. EXTRACT OF ANNUAL RETURN As provided under Section 92(3) of The Compan ies Act, 2013, the extract of Annual Return in Form MGT-9 pursuant to Rule 12 of The Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure D, as part of this Report. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by a Practicing Company Secretary is annexed herewith as Annexure E, as part of this Report. RELATED PARTY TRANSACTIONS All contracts/arrangements/transactions entered by the Company with its Related Parties during the financial year were on arm's length basis and in the ordinary course of business. The transactions with Related Parties are disclosed in the Notes to the Financial Statements. VIGIL MECHANISM In terms of Section 177(9) & (10) of The Companies Act, 2013, a Vigil Mechanism of Directors and Employees has been established, details of which are given in the Corporate Governance Report. PARTICULARS OF EMPLOYEES Information required to be given pursuant to the provisions of section 197(12) of The Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure F. However, disclosure required in terms of Rules 5(2) & (3) of said Rules are not applicable to the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required under section 134(3)(m) of The Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the Annexure A. CODE OF CONDUCT: Your Company has formulated a Code of Conduct which applies to Board Members and Senior Management Personnel of the Company. Confirmations towards adherence to the Code during the Financial Year 2014-15 have been obtained from all the Board Members and Senior Management Personnel in terms of Clause 49 of the Listing Agreement and a declaration relating to compliance of this code during the year by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company which accompanies this report. ACKNOWLEDGEMENTS: Your Directors would like to thank shareholders, customers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and their confidence in its management. FOR AND ON BEHALF OF THE BOARD V. N. AGARWAL DIRECTORS RITU AGARWAL DIRECTORS Date: 29th May, 2015 Place: Kolkata |