DIRECTORS REPORT Dear Shareholders, Your Directors have pleasure in presenting the 29th Annual Report of the Company, together with the Audited statement of Accounts for the financial year ended 31st March 2015. State of Company's Affairs During the year the sales has been decreased 11.19% compared to previous years sale and profit after tax has been decreased 56.75% compared to previous year. Out of total sales trading sale is Rs. 38.79 crore balance sale is cement. Patratu Project The 1st phase of production (i.e. grinding unit) has started in May, 2015 which was inaugurated by Chief Minister of Jharkhand on 13th July, 2015. The 2nd phase (i.e. clinker unit) will complete by the end of this year. Due to escalation of project cost the amount of term loan for the patratu project has increased from Rs.125.00 crore to Rs. 197.83 crore. Dividend The profit for the year is not enough to declare the dividend therefore your directors do not recommend any dividend for the year ended 31st March, 2015. Amount Transferred to Reserve During the year Rs. 1,16,99,128.21 has been transferred to General Reserve. Changes in Share Capital During the Financial Year 2014-15, the share capital of the Company has been increased from Rs. 65,13,93,630/- to Rs. 82,55,43,630/- pursuant to allotment of equity shares on conversion of 17415000 warrants of Rs 10/- each under Preferential allotment. Extract of Annual Return The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report. Number of Board Meetings During the Financial Year 2014-15, 7 (seven) meetings of the Board of Directors of the company were held. Particulars of Contracts or Arrangements with Related Parties The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 has been mentioned in the notes of account of the Balance Sheet. Explanation To Auditor's Remarks The Auditors report is self explanatory and does not contain any qualification, reservation or adverse remark. Material Changes Affecting the Financial Position of the Company There is no material changes during the year which affect the financial position of the company, however the first phase of production from the patratu plant has started in the month of June, 2015 Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as mentioned in the Annexure attached with this report. Details of Subsidiary, Joint Venture or Associates The Company has no subsidiary card also there is o joint venture agrement with any entry during the year. The name of associate company has been mentioned in the Balance Sheet. Risk Management Policy The Board of your company has formulated a risk management policy in connection with the risk that the organization faces in its day to day business such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory etc. The board reviews the policy in regular interval and Details of Directors and Key Managerial Personnel During the year Mr. Bal Krishan Ladha and Mr. Ansul Agarwal have resigned from the directorship of the company. Mr. Jagdish Chander Bhutani and Mrs. Rachana Agarwal have appointed as director of the company during the year. The Company has promoted Mr Sajjan Kumar Agarwal from Finance Manager to CFO during the year. Mr. Prem Prakash Agarwal is a director, who is retiring by rotation in the ensuing Annual General Meeting. Details of significant & material orders passed by the regulators or courts or tribunal There are no significant and material orders passed by any regulators or courts or tribunal against or in favour of the company during the year. Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements The Company has adequate internal financial control with reference to financial statement. Deposits The Company has not accepted any deposits during the year. Receipt of any commission by MD / WTD from a Company Managing Director or Whole Time Director are not receiving any commission from the Company. Declaration by Independent Director The company has received the declaration from all the Independent directors of the company confirming that they meet the criteria of independence as prescribed under the Act and clause 49 of the Listing Agreement with the company. Re-appointment of Independent Auditor The reappointment of Independent Director is not required in this year. Secretarial Audit Report Copy of Secretarial Audit Report issued by a Practicing Company Secretary is attached with this report. Corporate Social Responsibility (CSR) Policy The company has incurred some expenditure under the head of Corporate Social Responsibility which is mentioned in the Management Discussion & Analysis Report. Audit Committee There is a Audit Committee of the company which has constituted and proper compliance has been done as per the Listing Agreement between the Stock Exchanges and the Company. Details has been mentioned in the Management Discussion and Analysis Report. Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees The company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes criteria for performance evaluation of executive and non-executive director. Nomination & Remuneration Committee Policy There is a Nomination and Remuneration Committee of the company which has constituted and proper compliance has been done as per the Listing Agreement between the Stock Exchanges and the Company. Detail has been mentioned in the Management Discussion and Analysis Report. Disclosure on Establishment of a Vigil Mechanism The vigil mechanism of the company which also incorporates a whistle blower policy in terms of the Listing Agreement, includes Ethics and Compliance Management comprising senior executives of the company. The whistle blower can inform any irregularity, fraud or violation to Chairman of the Audit committee which will be protected. Corporate Governance The details report on Corporate Governance is separately mentioned under the head Report on Corporate Governance after the Management Discussion & Analysis Report. Managerial Remuneration According to Section 197(12) of the Companies Act, 2013 and Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 following are the disclosures in detail: • The ratio of the remuneration of each director to the median remuneration of the employee of the company for the financial year : : • The percentage increase in remuneration of each director, CFO, CEO and Company Secretary in the financial year : No Increase • The percentage increase in the median remuneration of employees in the financial year : No Increase • The number of permanent employee on the rolls of the company : 205 • The relationship between average increase in remuneration and company performance : No Increase • The Comparison of the remuneration of the key managerial personnel against the performance of the company : No Increase • Variation in market capitalization : Decreased by 10% compared to previous year Price Earning Ratio as on 31.03.2014 : 26.45 31.03.2015 : 61.33 Percentage increase over decrease in the market quotation compared to IPO rate: • Comparison of each remuneration of KMP compared to performance of the company : As per remuneration policy of the company. • The key parameters for any variable component of remuneration availed by the directors: No variable component • There is no employee who draws salary more than the Managing Director of the company, who is the highest paid director. • Remuneration paid to directors and employees as per the remuneration policy of the company. The disclosure under the Sub Rule 2 of Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014 is not required as no employee's remuneration is touching or crossing the limit specified in the said rule. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 There is no such instances happened during the year at the work place of the company. Fraud Reporting (Required by Companies Amendment Bill, 2014) No case of fraud has been reported to the Audit Committee or Board during the year. Statutory Auditors The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have given their consent for re-appointment. The Company has received a certificate under Rule 4(1) of the Companies (Audit & Auditors) Rule, 2014 from the Auditors that their appointment, if made, will be in accordance with the limits as specified in section 141 (3) (g) of the Companies Act, 2013. The Board proposes the reappointment of M/s N. K. Agarwal & Co. as statutory auditors of the company based on the recommendation of the Audit Committee to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. Cost Auditors As per the provision of Section 148 of the Companies Act, 2013 the Company's cost records for the year ended March, 2015 are being audited/ reviewed by Cost Auditor M/s AS & Associates. The Cost Audit Report for the year ended 31st March, 2014 was filled in accordance with Cost Audit (Report) Rule 2001 within the stipulated time. For the Financial Year 2015-16 the Board of Directors of the Company has appointed M/s AS & Associates, cost auditor to audit the cost records of the company as per the recommendation of the Audit Committee. The remuneration of the of the cost auditor shall be ratified by the share holders of the company in the ensuing Annual General Meeting. Management Discussion and Analysis Report The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report. Directors Responsibility Statement In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: a) 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; b) the directors had selected such accounting policies and applied them consistently and 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, 2015 and of the profit /loss of the Company for that period; c) 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; d) the directors had prepared the annual accounts on a going concern basis; e) 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. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. APPRECIATION Your Directors express their deep sense of gratitude to the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates and Company's valued customers and the esteemed Shareholders for the faith they continue to repose in the Company and look forward to their continued support in future. The Directors also warmly thank all the employee of the Company for their contribution to company's performance and progress. For and on behalf of the Board ASHOK GUTGUTIA Vice Chairman and Managing Director MANOJ KUMAR AGARWAL Director Place: Kolkata Date: 13.08.2015 |