DIRECTORS' REPORT TO THE SHAREHOLDERS Your Directors have pleasure in presenting their 40 Annual Report together with the Audited Balance Sheet as at 31st March 2015 and Statement of Profit & Loss for the year ended on that date. STATE OF COMPANY'S AFFAIRS During the year under review, the Company has achieved a gross turnover of Rs. 3878.54 Lacs as against Rs. 4301.84 Lacs, a decrease of 5.17 % from the preceding year. The Company is taking necessary steps to increase the turnover and margins. The Margherita Unit of the Company has started production in the latter part of the financial year and it is now expected to contribute to the increase in the turnover of the coming year. The Other Income achieved during the year amounting to Rs. 4372.37 Lacs includes the outstanding balances of Banks/ and Financial Institutions which has been written off after completing the Negotiated Settlement (NS) with the Banks as mutually agreed with them. The No Dues Certificate of three Banks namely State Bank of India (SBI), State Bank of Mysore (SBM) and Standard Chartered Bank (SCB) have been received by the Company respectively on 02.01.2014, 08.01.2014 and 16.01.2014. The NOC from Stressed Assets Stabilization Fund (SASF) is yet to be received though their entire payment has been cleared as per their demand. As part of the Scheme and as per directions of the Hon'ble BIFR on 12.11.2013, payment was made by the promoters and associates in lieu of buy back of Equity Shares from the Banks towards differential interest for 2006-07. A total amount of Rs. 93.10 Lacs was paid to the Banks and the same is reflected as Advance toward Share Buy-Back in the Company's Books and the equivalent Equity Shares can only be allotted once the Scheme is finally approved. Once the No Dues Certificate from SASF is received and the charge on the Company's assets are released alongwith the title deeds, the Company will be in a position to arrange additional working capital required to increase the sales turnover as the Company's products have a good demand all over the country. The Company's Rehabilitation Scheme had been submitted to the Operating Agency (IDBI)°and the Hon'ble BIFR but there has been no hearing for our Company after 13.08.2014 due to lack of quorum in the designated Bench of the Hon'ble BIFR. The Scheme with cut off date 31.03.2013 is now being revised as directed by the Operating Agency with fresh proposed cut off date as 31.03.2015 subject to approval of Hon'ble BIFR and the revised scheme is being submitted shortly to the Operating Agency for onward submission to the Hon'ble BIFR. MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required under Clause - 49 of the Listing Agreement with the Stock Exchanges, the management discussion and analysis report is enclosed as a part of this report. CHANGES IN THE NATURE OF BUSINESS, IF ANY No Change in the nature of business of the Company done during the year. LISTING WITH STOCK EXCHANGES The Company is listed with Bombay Stock Exchange Limited & Calcutta Stock Exchange Limited. It has not paid the Annual Listing Fees for the Financial Year 2015-16 to the Exchange where the Company's shares are listed. DEMATERIALISATION OF SHARES From the total Equity Share Capital of the Company, 67.85% of the Company's paid up Equity Share Capital is in dematerialized form as on 31-03-2015 and the balance are in physical form. The Company's Registrar: M/s. Maheshwari Datamatics Pvt Ltd., having their Registered Office at : 6, Mangoe Lane(2nd Floor), Kolkata - 700001, Phone:033-2243-5029/5809, 2248-2248. NUMBER OF MEETINGS OF THE BOARD There were Six meetings of the Board held during the Financial Year from 1st April 2014 to 31st March, 2015. Detailed information is given in the Corporate Governance Report. DIRECTORS AND KEY MANAGERIAL PERSONNEL In light of the Provisions of Section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Sri Vinod Kumar Sharma, Director, is going to retire by rotation and being eligible offer himself for re-appointment. The information as required to be disclosed under Clause 49 of the Listing Agreement in case of re-appointment of the director is provided in the notice of the ensuing Annual General Meeting. At the 40th Annual General Meeting of the Company to be held on 29th September, 2015, the Company seeks members approval for appointment of Sri Vinod Kumar Sharma as an Independent Director under the Companies Act, 2013 for a period of 5 years effective from 31a October, 2014. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013 Director of your Company , hereby state and confirm that: a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) They have selected such accounting policies and applied them consistently and made j udgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the same period; c) The Directors have 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; d) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls in the Company that are adequate and were operating effectively; f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. OVERALL PERFORMANCE The Performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report which forms part of the Directors' Report. EXTRACT OF ANNUAL RETURN The Extract of Annual Return as required under Section 134(3)(a) of the Companies Act, 2013, is set out at Annexure-1 which forms part of this report. DECLARATION BY INDEPENDENT DIRECTORS The Independent directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6). DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 Information regarding Directors' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the Corporate Governance Report. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause - 49 of the listing agreement. A report on Corporate Governance is included as part of this report, Certificate from the statutory auditors of the Company M/s. JHUNJHUNWALA & CO., Chartered Accountants, confirming the compliance with the conditions of Corporate Governance as stipulated under Clause - 49 of the Listing Agreement is included as a part of this report. PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS The Company has not given Loans, Guarantee and Investments. Therefore, the requirement to disclose in Notes to Accounts are not required. RELATED PARTY TRANSACTIONS There were no related party transactions ( RPTs) entered into by the Company during the financial year, which attracted the provisions of Section 188 of Companies Act, 2013. There being no 'material' related party transactions as defined under Clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard. MATERIAL CHANGES AND COMMITMENTS There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report. SUBSIDIARIES Your Company has no subsidiaries Companies. ADEQUACY OF INTERNAL FINANCIAL CONTROLS Internal financial controls with reference to the financial statements were adequate and operating effectively. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future. PRESENTATION OF FINANCIAL RESULTS The Financial Results of the Company for the year ended 31 March 2015 have been disclosed as per Schedule III to the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY In terms of Section 135 and Schedule - VII of the Companies Act, 2013, the Corporate Social Responsibility (CSR) is not applicable for the Company as the Company is a sick Company and registered with BIFR. The Company continue to remain focussed on improving the quality of life and engaging communities through health, education, sports and infrastructure development. PREFERENTIAL ISSUE During the year the Company has not issued any Preferential Issue of Equity Shares. AUDITORS STATUTORY AUDITOR M/s. Jhunjhunwala & Co., Chartered Accountants, Kolkata (Firm Registration No. 302169E), the auditors of the Company are due for retirement in accordance with the provisions of the Companies Act, 2013 at the ensuing Annual General Meeting and are eligible for reappointment. Your Directors recommend their re-appointment for the ensuing year. The Company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3 )(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditors of the Company. The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor. SECRETARIAL AUDITOR Pursuant to the Provision of Section 204 of the Companies Act, 2013 read with Rule-9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. Maheshwari R & Associates, (Membership No. 5126) Company Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2014-15 given by M/S. Maheshwari R & Associates in the prescribed Form MR-3 is annexed to this Report. The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor. PUBLIC DEPOSITS Your Company has neither invited nor accepted any deposits from the public within the meaning of section 2(32) and 74 of the Companies Act, 2013 during the year and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date. CASH FLOW ANALYSIS In conformity with the provision of clause 32 of the Listing Agreement(s), a cash flow statement for the financial year ended 31st March, 2015 forms part of the audited accounts. CORPORATE GOVERNANCE Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause-49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a Certificate from the firm of Practicing Company Secretary dated 31st July, 2015 in this regard is annexed hereto and forms a part of the report. ACKNOWLEDGEMENTS Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support. On Behalf of the Board of Directors' (P. PERIWAL) Vice-Chairman & Managing Director DIN:00698796 Date : 30th July, 2015 Head Office:5, Fancy Lane (7th Floor), Kolkata-700 001. |