DIRECTORS' REPORT Dear Shareholders Your Directors have pleasure in presenting their 94th Annual Report together with the Audited Accounts for the year ended 31st March, 2014. DIVIDEND - - Your Directors are pleased to maintain a tax free dividend of 10% on the increased paid up Share Capital of the Company. GENERAL During the year under review, the performance of your Company showed an all round improvement in Production, Turnover as well as in Profit of the Company. The turnover of the Company increased to Rs. 93.19 crores as against Rs. 76.18 crores in the previous year i.e. a growth of 23%. Further with higher efficiency and all round efforts, your Company could achieve PBT of Rs. 370.89 lacs as against Rs. 231.34 lacs in the previous year showing an increase of 60%. Your Directors are glad to inform that the Company is now in the process of setting up a joint venture business in Indonesia to ensure procurement of better quality Gambier extract so as to reduce the Raw Materials cost. At present with modernization undertaken the working of the Company is satisfactory and with continuous efforts to reduce further cost and by increasing the efficiency it is expected that the same will bring in positive growth. ISSUE OF CAPITAL During the year to support the Working Capital Requirements your Company with the consent of Shareholders, issued 525000 Preferential Convertible Warrants to the Promoters / Promoter Group at Rs. 55/- per Warrants out of which 121500 Warrants were converted in to equity shares of Rs. 10/- each at a premium of Rs. 45/- per share. ENVIRONMENT & SAFETY The environment, safety and pollution control measures are adequately taken. FIXED DEPOSITS The Company was accepting Fixed Deposits under Section 58A of the Companies Act, 1956 till 31st March, 2014 and there are no unclaimed deposits outstanding as on that date. In view of the provisions of the Companies Act, 2013 and rules made thereunder regarding acceptance of Deposits, the Company has not accepted further Deposits from 1st April, 2014 onwards and are refunding the Deposits as and when the same are maturing and becoming due. SECRETARIAL COMPLIANCE REPORT The report in accordance with the Companies (Amendment) Act, 2000 U/s. 383A forming part of this report are given in Annexure-I. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Information in accordance with the provisions of Section 271(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure - II) hereto forming part of the Report. PARTICULARS OF EMPLOYEES Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is not applicable to the Company. DIRECTORS' RESPONSIBILITY STATEMENT In compliance of Section 217 (2AA) of the Companies Act, 1956 your Directors state that : i) in the preparation of the annual accounts, 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 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 the financial year and the Profit of the 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities iv) that the Directors had prepared the annual accounts on a going concern basis. CORPORATE GOVERNANCE Corporate Governance is not mandatory for the Company. The shares of the Company are listed at The Calcutta Stock Exchange Ltd. and pursuant to Clause 38 of the listing agreement, the Company is regularly paying the listing fees. DIRECTORATE Mr. K. K. Damani has been re-appointed as Executive Director for a further period of 3 (Three) years with effect from April 15, 2014 subject to the approval of the members of the Company in the ensuing Annual General Meeting. Under Article 103 of the Articles of Association of the Company Mr. R. P. Chetani & Mr. V. K. Maheshwary, retire by rotation and being eligible, offer themself for re-appointment. AUDITORS REPORT Auditors' Report to the members of the Company does not contain any qualification or adverse remarks, hence does not require any further comments in this regard. AUDITORS The retiring Auditors M/s. S. K. Agrawal & Company, Chartered Accountants, being eligible offer themselves for reappointment. The Certificate under sub-section 1B of Section 224 of the Companies Act, 1956 has been obtained as required. COST AUDITORS Pursuant to the provisions of Sec. 233B of the Companies Act, 1956, and subject to the approval of the Central Government, your Company has appointed M/s. Aniruddha & Associates, a Firm of Cost Auditors to carry out the Audit of the Companies Cost record for the Financial Year 2013-14 ACKNOWLEDGEMENT Your Directors with to convey their appreciation for the co-operation and assistance extended by the Govt.(s), Financial Institutions, Bankers & Customers. Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to meet the challenging market and for the growth of the Company. The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders. On behalf of the Board K. K. MOHTA Chairman Place : Kolkata Dated : the 22nd May, 2014 |