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Directors Report of AI Champdany Industries Ltd.
Mar 31, 2025
Your directors are pleased to present the Annual Report of your Company and the Company''s Audited Financial Statements for
the financial year ended 31st March 2025.
FINANCIAL RESULTS
|
PARTICULARS |
Year ended |
Year ended |
|
Profit/(Loss) before Finance Cost, Depreciation, and Tax |
(5920.35) |
(3670.35) |
|
Finance Cost |
43.86 |
137.80 |
|
Depreciation and Amortization |
289.82 |
191.63 |
|
Profit / (Loss) Before Tax |
(6254.03) |
(3999.78) |
|
Provision for Tax: - Current Tax - Deferred Tax (Asset) / Liabilities |
(150.74) |
(54.68) |
|
Profit / (Loss) After Tax |
(6103.29) |
(3945.10) |
|
Other Comprehensive Income/(Loss) |
(915.39) |
259.08 |
|
Total Comprehensive Income/(Loss) |
(7018.68) |
(3686.02) |
DIVIDEND
Your directors do not recommend any dividend on Equity and Preference Shares in view of loss sustained by the company.
OPERATIONS
During the year sales/income from operations was Rs.90.22 Crores as compared to previous year of Rs.44.27 Crores. Presently
all the units are running except for Flax Unit, Konnagar Unit, Weaving Unit Rishra and Choudwar units.
The company is taking steps to improve the productivity and reduce cost by overhauling old machineries and installing more cost
saving machineries like Jute Spreaders and S4 looms. The Government demand for jute bags was slow in the first half of the year
but improved considerably in later part of the year. Due to geo political conditions export demand has been sluggish.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company during the year under review.
RISK MANAGEMENT FRAMEWORK
The Company has in place a robust Risk Management Framework, duly approved by the Board of Directors. This framework
outlines a structured approach for identifying, assessing, and mitigating various risks that may impact the Company''s operations
and objectives.
The implementation and administration of the Risk Management Framework have been entrusted to the Executive Director and
Chief Financial Officer (CFO), and the framework is periodically reviewed by the Audit Committee and the Board of Directors to
ensure its continued relevance and effectiveness.
Based on the assessment of risks outlined in the financial statements and the Management Discussion and Analysis Report, none
of the risks currently identified appear to pose any significant existential threat to the Company.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
During the year under review, no complaint of sexual harassment has been received from any women employee.
PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration exceeding the limit specified in Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CHANGES IN SHARE CAPITAL
During the year there was no change in paid up Equity Capital of the Company. However 1,24,14,353 numbers of 2% Non
Convertible Cumulative Preference Share of Rs. 5 each has been renewed for another term of 5 years on 30.03.2025 in
application of section 48(i) of the companies act, 2013
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on the date of this report:
i) Mr. Nirmal Pujara, Managing Director
ii) Mr. Harsh Vardhan Wadhwa, Whole Time Director
iii) Mr. Lalanjee Jha, Executive Director and CFO.
iv) Mr. Gopal Sharma, Company Secretary (up to16.07.2024)
v) Mr. Dharmendra Kumar Singh, Company Secretary (From 14.08.2024 )
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, and foreign exchange earnings
and outgo are provided in a separate statement annexed to this Report and form an integral part of it.
DIRECTORS RETIRE BY ROTATION
As per provisions of Section 152 of the Companies Act 2013 and Articles of Association of the Company, Mr. Harsh Vardhan
Wadhwa (DIN 08284212), Whole Time Director retires by rotation at the forthcoming AGM and being eligible, offers himself for
reappointment. The Board recommends his reappointment for approval of the members.
CESSATION
The Board regrets to inform the cessation of Mr. Mrinal Kanti Roy, Non-Executive Independent Director, who ceased to hold office
with effect from 20th March, 2025 due to his sad demise. The Board places on record its deep appreciation for the valuable
guidance and contributions made by Mr. Roy during his association with the Company and convey its heartfelt condolences to his
family.
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under section 197 (12) read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-IB of this Report.
STATUTORY AUDITORS & AUDITORS REPORT
M/s. G. Basu & Co., Chartered Accountants (ICAI FRN 301174E) continue as Statutory Auditors of the Company upto the
conclusion of 109th AGM to be held in the calendar year 2027.
The report given by the Statutory Auditor on the financial statements of the Company forms an integral part of the Annual Report.
There is no qualification, reservation, adverse remark of the statutory auditor in their report. The Auditors have not reported any
fraud during the year.
COST AUDITORS
Pursuant to provisions of Section 148(1) of the Companies Act, 2013 ,your Board of Directors have re-appointed M/s. N
Radhakrishnan & Co., Cost Accountants (Firm Regn No.000056) as Cost Auditor of the Company for the Financial year 2025¬
2026 for conducting the Audit of Cost records maintained by the company. The Cost Audit is in progress and report will be filed with
the authority within the prescribed time period in accordance with the Act and relevant rules made there under. A proposal for
ratification of remuneration of cost Auditors for the FY 2025-26 will be placed before the members of the Company at the ensuing
AGM for ratification/approval.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Provisions of Section 134 (5) of the Companies Act, 2013 your Directors have confirmed that:
a) In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2025, the applicable
Accounting Standards have been followed along with proper explanation relating to material departures, if any;
b) They have 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 at the end
of the financial year and of the profit/(Loss) of the Company for that period;
c) They 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) The Annual Accounts for the financial year ended 31st March, 2025 have been prepared on a going concern
basis;
e) They have laid down internal financial controls for the Company which are adequate and are operating
effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Pursuant to provisions of section 92(3) of the Companies Act, 2013 read with and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an extract of Annual Return in MGT- 9 is available on the website of the company i.e www.jute-
world/financials/annualreport
SECRETARIAL AUDIT
The Board of Directors has re-appointed M/s K. Arun & Co., Company Secretaries (C.O.P. 2270), to carry out the Secretarial Audit
of the Company for a first term of five consecutive financial years, commencing from the Financial Year 2025-26 and ending with
the Financial Year 2029-30, subject to the approval of the shareholders at the ensuing Annual General Meeting.
The Secretarial Audit Report for the Financial Year ended 31st March 2025 is given as Annexure-II.
The Report of Secretarial Auditors does not contain any Qualification, Reservation or Adverse Remark.
INTERNAL AUDITORS
The Board of Directors have re-appointed M/s.Vimal & Seksaria, a firm of Chartered Accountants to carry out the Internal Audit for
the Financial Year 2025-26.
MEETINGS OF THE BOARD
Four Meetings of the Board of Directors were held during the year ended 31st March 2025. Details of composition of Board,
Attendance of each Director etc. are provided in the âReport on Corporate Governanceâ.
LISTING WITH THE STOCK EXCHANGE
The Company''s shares are listed on the Bombay Stock Exchange Ltd (BSE) and Annual Listing Fees for financial year 2025-26
has been paid to the Stock Exchange.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of
investments, institution of cases by or against the company, purchase of capital assets or destruction of any asset etc. were
passed by the Regulators for or against the Company during the financial year ended 31st March 2025.
However one of the shareholders has filed petition against company alleging issues resulting in hindrance in disposal of
immovable asset. Company has denied frivolous and vexatious claims and matter is pending disposal by NCLT
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the financial position of the Company between 1st April, 2025
and 30th May, 2025 which is the date of the report.
SUSPENSION OF WORK
Flax Unit, Konnagar Unit, Weaving Unit Rishra and Choudwar unit have been subject to suspension of work for 365 days during
the year under review due to labour problems.
INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS AND ITS
ADEQUACY
The Company has in place adequate Internal Financial Controls with reference to the financial statements. These controls are
designed to ensure the orderly and efficient conduct of its business, including adherence to the Company''s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting
records, and the timely preparation of reliable financial information.
The internal control system of the Company is commensurate with the size, scale, and complexity of its operations and
encompasses key processes to ensure compliance with applicable laws, regulations, policies, and procedures.
The Internal Audit of the Company is conducted by M/s. Vimal & Seksaria, Chartered Accountants. The Internal Auditors provide
independent assurance to the Audit Committee and the Board of Directors on the adequacy and effectiveness of the Internal
Financial Control system, with specific reference to risk management, operational controls, and financial reporting.
The Internal Auditors continuously monitor and evaluate the effectiveness of internal control systems to ensure that risks are
appropriately identified and managed. The Audit Committee periodically reviews the Internal Audit Reports and
recommendations and oversees the implementation of corrective actions. The Audit Committee also interacts with the Statutory
Auditors to understand their views on the financial reporting process, internal controls, and the overall financial practices of the
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
Particulars of Investments made by the Company have been disclosed in note no.38 to the Financial Statements for the Financial
Year Ended 31st March 2025. The Company has neither given any loan nor furnished any guarantee during the year.
PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES
There was no contact or arrangement with any related party as referred to in Sub-section 1 of section 188 of Companies act, 2013
which were not in ordinary course of business or not on arm''s length basis.
PREVENTION OF INSIDER''S TRADING
Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the
Company has adopted a Code of Conduct for Prevention of Insider Trading in the securities of the Company. The Code is
applicable to all Directors, Officers, Designated Persons, and their immediate relatives.
The Code, inter alia, prohibits the dealing in the securities of the Company by such persons while in possession of unpublished
price sensitive information (UPSI). It also lays down procedures to be followed and disclosures to be made while dealing in the
securities of the Company.
The Company Secretary has been designated as the Compliance Officer for the purpose of monitoring adherence to the Code
and ensuring compliance with the aforesaid regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing
Regulations is presented in Annexure-I A forming part of this Annual report.
CORPORATE GOVERNANCE
The Company has implemented procedures and adopted practices in conformity with the Code of Corporate Governance as
prescribed by the Securities and Exchange Board of India (SEBI). It is committed to maintaining the highest standards of
corporate governance and ethical conduct in all its activities.
A detailed Report on Corporate Governance is annexed to this Annual Report. A Certificate from the Statutory Auditors of the
Company confirming compliance with the conditions of Corporate Governance as stipulated under the applicable SEBI
regulations is also attached and forms an integral part of this Report.
ENVIRONMENT AND SAFETY
The Company is committed to maintaining environmentally sustainable and safe operations. It remains conscious of its
responsibility towards environmental protection and the well-being of all stakeholders. The Company''s policy mandates that all
operations be conducted in a manner that ensures the safety of employees, contractors, and the surrounding community, while
also ensuring compliance with applicable statutory and industry standards.
The Company strives to minimize its environmental impact by adhering to best practices, promoting the conservation of natural
resources, and continuously improving its processes to enhance environmental performance.
INDUSTRIAL RELATIONS
Industrial relations across all units and branches of the Company remained generally cordial and peaceful throughout the year.
The Company maintained constructive engagement with employees and their representatives, fostering a collaborative work
environment.
However, certain exceptions were noted in respect of units where suspension of work was in effect, as detailed in the
Management Discussion & Analysis Report annexed herewith.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their appreciation for the continuous support, encouragement and co¬
operation received from the Company''s bankers, the Government of West Bengal, customers, employees, shareholders and
other business associates.
On Behalf of the Board
N. Pujara
(DIN 00047803)
Place: Kolkata L. Jha } Directors
Dated: 30.05.2025 (DIN 08972636)
Mar 31, 2018
AI CHAMPDANY INDUSTRIES LIMITED DIRECTORS'' REPORT
TO THE SHAREHOLDERS
The Directors are pleased to present the Annual Report of your Company and the Company''s Audited Financial Statements for the financial year ended 31 March 2018.
FINANCIAL RESULTS (Rs. in lacs)
|
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
|
|
Profit before Finance Cost, Depreciation, and Tax |
1771.58 |
689.10 |
|
Finance Cost |
1151.40 |
1301.36 |
|
Depreciation and Amortisation |
409.45 |
406.07 |
|
Profit / (Loss] Before Tax |
210.73 |
(1018.33] |
|
Provision for Tax: |
||
|
- Current Tax |
77.23 |
(24.00] |
|
- Income tax for earlier years |
(59.27] |
- |
|
- Deferred Tax (Asset] |
17.26 |
(190.42] |
|
Profit / (Loss] After Tax |
175.51 |
(803.91] |
|
Other Comprehensive Income |
(159.50] |
86.18 |
|
Total Comprehensive Income |
16.01 |
(717.73] |
DIVIDEND
Your Directors do not recommend any dividend on Equity and Preference Shares in view of carry forward loss.
OPERATIONS
Sales / Income from operation was Rs.129.61 Crores compared to Rs.106.08 Crores in the previous year. Export sales was higher at Rs.37.86 Crore compared to Rs.32.32 Crore in the previous year. Production would have even been higher but for shortage of skilled workers the company had to curtail its production. Management discussions & Analysis Report is annexed with this report which gives more information on performance & prospects of the industry and your Company.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There is no such material event after the date of financial statements.
RISK MANAGEMENT FRAMEWORK
Your company has a Risk Management Framework approved by the Board of Directors. The Risk Management Framework provides the mechanism for risk assessment and its mitigation. The Risk Management framework which has been entrusted to CFO for implementation/administration is being periodically reviewed by the Audit Committee and the Board of Directors.
None of the risks, the company is exposed to as described in appropriate part of financial statement and Management Discussion and Analysis Report, appears significant enough from the standpoint of the existential risk.
DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN IN WORKPLACE
The Company has received no complaints from any women employee or other quarter during the year attracting punitive provisions of Sexual Harassment of Women in Workplace (Prevention Prohibition & Redressal] Act, 2013.
PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration exceeding the limit prescribed under Rule 5(2] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014.
CHANGES IN THE PAID UP EQUITY CAPITAL
During the year under review pursuant to special resolution passed by the shareholders by way of postal ballot on 07.02.2018 a total of 33,33,000 nos Equity Shares of face value of Rs.5/- each at a price of Rs.21/-( included share premium of Rs.16/- each] aggregating to Rs.699.93 lacs were allotted to the promoter group of companies namely Amar Investments Ltd, Rishra Investments Ltd and Shibir India Ltd on 14.02.2018. Accordingly Paid up Equity Share Capital of the company got increased by Rs.166.65 lacs with corresponding rise in share premium account by Rs.533.28 lacs. These shares were allotted in compliances with the SEBI (ICDR] Regulations 2009 amended up to date and as per the pricing formula prescribed in the said Rules and certified by the Statutory Auditors. These new shares so allotted have been listed on the NSE & BSE dated 19.03.2018 These shares are locked-in for trading for a period of 3 years i.e. up to 27.03.2021 as per the said SEBI Regulations. The Statutory Auditors of the company have certified compliances of all rules and regulations in respect of above preferential allotment. Proceeds of the above issue have been utilized for the purpose as mentioned in the Notice to the shareholders dated 16.11.2017 i.e. for reduction of liabilities which has also been certified by the Statutory Auditors of the company.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on the date of this report.
1. Mr. Nirmal Pujara, Managing Director (reappointed w.e.f. 01.01.18 for a period of 5 years at the last Annual General Meeting held on 21.09.2017].
2. Mr. Umesh Kumar Keshri, Chief Financial Officer (w.e.f. 26.10.2017 in place of Mr. Prakash Nagar resigned w.e.f. 11.09.2017].
3. Mr. Binod Kumar Chowdhury, Company Secretary (w.e.f. 27.05.2017 in place of Mr. Binaya Kumar Dash resigned w.e.f. 11.02.2017].
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Under Section 134 (3](m] of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts] Rules, 2014 particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in a separate statement attached to this report and forms part of it. DIRECTORS Mr. D J Wahwa
In accordance with the provisions of Section 152 of the Companies Act 2013 and Articles of Association of the Company, Mr. D J Wadhwa, Chairman retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappointment for approval of the members. The brief profile of Mr. Wadhwa is given in the Notice convening the Annual General Meeting. As per 17(1] (a] of SEBI regulation (LODR] Regulation 2015 a special resolution is required to be passed for his reappointment in view of his having attained the age of more than 75 years. Accordingly, a special resolution is proposed in the AGM Notice.
Ms. Ramya Hariharan
The tenure of Ms. Ramya Hariharan, Independent Director is valid up to the ensuing Annual General Meeting. She has given her consent for reappointment as an Independent Director for a further term up to the conclusion of Annual General Meeting to be held in the year 2023 for which necessary resolution is being proposed in the Notice of ensuing AGM.
Mr. S M Palia & Mr. Harbhajan Singh
The tenure of Mr. S M Palia and Mr. Harbhajan Singh, Independent Directors is valid up to the ensuing Annual General Meeting. Since both of them have completed 2 consecutive terms they are not seeking any further appointment. The Board places on record its sincere appreciation for the services and valuable guidance received from Mr. Palia & Mr. Singh during their long tenure as members of the Board & wish them good health in retired life.
Dr. G Goswami
Dr. G Goswami was appointed as an Independent Director at the last Annual General Meeting held on
21.09.2017 for a second term of 5 years and his appointment is valid up to the AGM to be held in the year 2022. He has attained the age of more than 75 years and as such as required under regulation 17 (1] (a] of SEBI (LODR] Regulations 2015, a special resolution is being proposed in the Notice convening ensuing AGM for his continuation as Director beyond 75 years of age. The Board recommends for passing the special resolution.
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 is given as Annexure I of this Report.
STATUTORY AUDITORS
M/s G Basu & Co., Chartered Accountants (ICAI FRN 301174E] has been appointed as the Statutory Auditors of the Company for a term up to the conclusion of Annual General Meeting to be held in the year 2022 by the Members in the 99th Annual General Meeting held on 21 September 2017.
COST AUDITORS
M/s N Radhakrishnan & Co, Cost Accountants has been appointed as Cost Auditor for auditing the cost accounts of the Company for the year ended 31 March 2018 by the Board of Directors. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting.
M/s N. Radhakrishnan & Co., Cost Accountants, has given his consent to act as Cost Auditor of the Company confirming that his appointment is within the limits of Section 139 and certified that he is free from any disqualifications specified under Section 148(5] and all other applicable provisions of the Companies Act, 2013.
The Cost Audit Report for the year 2016-17 has been filed with the Ministry of Corporate Affairs on 21 December 2017 which is within due date of 31 December 2017.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (5] of Section 134 of the Companies Act, 2013:
a] that in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b] that the Directors have 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 at the end of the financial year and of the profit of the Company for that period;
c] that 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] that the Directors have prepared the annual accounts for the financial year ended 31st March, 2018, on a going concern basis;
e] that the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;
f] that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3] of the Companies Act, 2013 and rule 12(1] of the Companies (Management and Administration] Rules, 2014, an extract of Annual Return in MGT 9 is annexed as Annexure II.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Secretarial Audit Report submitted by M/s K. Arun & Co., Company Secretaries, is enclosed as part of this report as Annexure III.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN HIS REPORT, BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT AND BY THE COST AUDITOR IN HIS COST AUDIT REPORT
There is no qualification either by the Statutory Auditors or by Secretarial Auditors or by the Cost Auditor hence no explanation or comments by the Board is applicable on this account.
MEETINGS OF THE BOARD
Six Meetings of the Board of Directors were held during the year. For further details please refer to report on Corporate Governance annexed in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with section 129(3] of Companies Act 2013 and IND AS-103/110, the Consolidated Financial Statement is provided in the Annual Report.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY
Pursuant to sub-section (3] of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary i.e. Champdany Construction Ltd is presented in a separate section in Form AOC 1 as Annexure IV LISTING WITH THE STOCK EXCHANGES
The Company''s shares are listed on the BSE Ltd. (BSE] and National Stock Exchange of India Ltd. (NSE] and annual listing fees for financial year 2018-19 has been paid to the BSE and NSE.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. were passed by the Regulators for or against the Company during the financial year ended 31st March 2018.
INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS AND ITS ADEQUACY
The Company has Internal Financial Control system with reference to financial statements commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources, which has been broadened / enlarged during the year to cater to the exigencies of IND AS applicable to the company from the year under review enjoining massive paraphernalia in the sphere of disclosure requirements and accounting treatments, the latter laying greater emphasis on economic substance of accounts in departure from historic basis of accounts under erstwhile traditional GAAP.
The internal Auditors continuously monitor the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company''s risk management with regard to the Internal financial Control system with reference to the financial statements.
The Audit Committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company under revised dispensation.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
Those are duly addressed in Note No.39 of Standalone financial statements.
PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES
During the financial year, the Company had not entered into any contract / arrangement / transactions with related parties which are materially significant.
All contracts/transactions/arrangements entered by the Company with Related parties during the financial year were in the ordinary course of business and on arm''s length basis and the provisions of Section 188 are not attracted, which have been duly disclosed in Note No. 31 of financial statements. PREVENTION OF INSIDER''S TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading] Regulations, 1992 and its subsequent Amendments in 2008 and 2015, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of the shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company Secretary is the Compliance Officer for the purpose of these Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report. CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a Certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors'' Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.
INDUSTRIAL RELATIONS
Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from the Company''s bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.
On Behalf of the Board
Place: Kolkata B. Wadhwa
Dated: 12 June 2018 N.Pujara
_ Directors_
Mar 31, 2016
DIRECTORSâ REPORT
TO THE SHAREHOLDERS
The Directors are pleased to present the Annual Report of your Company and the Companyâs Audited Financial Statements for the financial year ended 31 March 2016.
FINANCIAL RESULTS
(Rs. in laces)
|
Year ended 31st March, 2016 |
Year ended 31st March, 2015 |
|
|
Profit before Finance Cost, Depreciation, and Tax |
794.38 |
1147.32 |
|
Finance Cost |
1273.40 |
1234.66 |
|
Depreciation and Amortization |
513.17 |
561.34 |
|
Loss Before Tax |
(992.19) |
(648.68) |
|
Provision for Tax: |
||
|
- Current Tax / MAT |
- |
2.40 |
|
- Tax for prior years |
- |
(7.32) |
|
- Deferred Tax (Asset) |
(449.52) |
(230.47) |
|
Loss After Tax |
(542.67) |
(413.29) |
|
Profit/(Loss)Brought Forward from Previous Years |
(407.09) |
6.20 |
|
Loss Carried over |
(949.76) |
(407.09) |
DIVIDEND
In view of loss, your Directors do not recommend any dividend on 2% Preference Shares and on Equity Shares.
OPERATIONS
Sales / Income from operation was Rs. 216.16 Crores compared to Rs. 301.78 Crores in the previous year and the decline was mainly because of curtailment of production due to acute shortage of raw Jute leading to abnormally high raw jute prices. Production & sales also suffered because of temporary suspension of work at Anglo India Jute Mill (Middle Mill) from 26.05.15 to 13.09.15, Yarn Unit Rishra since 20.06.15 till date, Wellington Jute Mill since 26.03.16 till date and Weaving Unit Rishra since 23.05.15 till date. Export sales were at Rs. 49.74 Crores as against Rs. 60.80 Crores in previous year. Incidentally due to shortage and high raw jute prices, working was affected mostly in all mills. Mills adopted different methods of adjusting their production i.e. working 4 or 5 days / week running 2 shifts / day etc. Overall operating performance was adversely affected for the reasons mentioned in the Management Discussion and Analysis Report annexed hereto.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There have been no change in the nature of business of the Company
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
As approved by way of special Resolution passed by share holders on 14.03.2014 by way of Postal Ballot, the Company sold its Anglo India Jute Mill (Middle Mill) located at Jagatdal, Dist. 24 Parganas (North), West Bengal w.e.f 01.05.2016 to M/S. P & A Distilleries Private Limited. (subsequently name changed to Anglo India Jute & Textile Industries Private Limited w.e.f. 14.05.2016).
RISK MANAGEMENT FRAMEWORK
Your company has a Risk Management Framework approved by the Board of Directors. The Risk Management Framework provides the mechanism for risk assessment and its mitigation .The Risk Management framework is being periodically reviewed by the Audit Committee and the Board of Directors.
DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN IN WORKPLACE
The Company has received no complaints from any women employee during the year regarding Sexual Harassment of Women in Workplace (Prevention Prohibition & Redressal) Act, 2013.
PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration of Rs. 60 lacs or more per annum during the year as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CHANGES IN KEY MANAGERIAL PERSONNEL COMPANY SECRETARY
During the year, on resignation of Mr. Swaroop Saha from 30th May, 2015, Mr. Sandip Mandhana was appointed as the Company Secretary and Compliance Officer from 01st June, 2015. Subsequently on resignation of Mr. Sandip Mandhana from 31st January, 2016, Mr. Binod Kumar Chowdhury Sr. General Manager (Accounts) of the Company was appointed as the Company Secretary and Compliance Officer from 01st April, 2016.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in a separate statement attached to this report and forms part of it.
DIRECTORS
In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Shri D. J. Wadhwa, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.
The company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and Regulation 16 (b) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (âListing Regulationsâ)
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure I of this Report.
STATUTORY AUDITORS
At the 97th Annual General Meeting held on 14th August, 2015, the members had appointed M/s D. P. Sen & Co., Chartered Accountants, having registration number 301054E as the Statutory Auditors of the Company till the conclusion of the next Annual General Meeting.
The Company has received a consent letter from M/s D. P. Sen & Co., Chartered Accountants, to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and the rules made there under. The Board proposes to appoint M/s D. P. Sen & Co., Chartered Accountants as the Statutory Auditors of the Company from the conclusion of ensuing 98th AGM till conclusion of 99th AGM.
COST AUDITORS
M/s N Radhakrishnan & Co, Cost Accountants has been appointed as Cost Auditor for auditing the cost accounts of the Company for the year ended 31 March 2017 by the Board of Directors. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost auditor is being sought at the ensuing Annual General Meeting.
M/s N. Radhakrishnan & Co., Cost Accountants, has given his consent to act as Cost Auditor of the Company confirming that his appointment is within the limits of Section 139 and certified that he is free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.
The Cost Audit Report for the year 2014-15 has been filed with the Ministry of Corporate Affairs within the due date of filing.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (5) of Section 134 of the Companies Act, 2013:
a) that in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) that the Directors have 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 at the end of the financial year and of the loss of the Company for that period;
c) that 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) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2016, on a going concern basis;
e) that the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;
f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is annexed as Annexure II.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by M/s K. Arun & Co., Company Secretaries, is enclosed as part of this report as Annexure III.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN HIS REPORT AND BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT
Qualified opinion by the Statutory Auditors in their Report have been adequately dealt with in the Note 44 of the Accounts, which is explained hereunder.
âThe Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit
i.e. Jagatdal it was accounted for on cash basis for the intervening period of 1996-97 to 2006-07 as explained in Note No.44 to the Accounts. However this qualification will not appear from Annual Accounts of current FY 2016-17 onwards as the Unit for which this qualification was appearing has been hived off to the new buyer w.e.f. 01.05.2016 with all its Gratuity Liability both past & future.â
The Secretarial Auditor have not given any qualification, reservation or adverse remark or disclaimer in their Audit Report.
The Cost Auditor has not given any qualification, reservation or adverse remark or disclaimer in their Audit Report.
MEETINGS OF THE BOARD
Four Meetings of the Board of Directors were held during the year. For further details please refer to report on Corporate Governance annexed in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 and the Accounting Standard (AS21), the Consolidated Financial Statement is provided in the Annual Report.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companyâs subsidiary i.e. Champdany Construction Ltd is presented in a separate section in Form AOC 1 as Annexure IV.
LISTING WITH THE STOCK EXCHANGES
The Companyâs shares are listed on the Bombay Stock Exchange and National Stock Exchange and annual listing fees for financial year 2016-17 has been paid to the BSE and NSE.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. were passed by the Regulators for or against the Company during the financial year ended 31st March 2016.
INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has Internal Financial Control system commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.
The internal Auditors continuously monitor the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companyâs risk management with regard to the Internal financial Control system.
The Audit Committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companyâs Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company. In order to strengthen further our existing internal financial control system, the Company has engaged Ernst & Young to study and suggest improvements in our system.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
During the year, the Company has not given any loans, provided any guarantees or made any investments as covered under Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES
During the financial year, the Company had not entered into any contract / arrangement / transactions with related parties which are materially significant.
All contracts/transactions/arrangements entered by the Company with Related parties during the financial year were in the ordinary course of business and on armâs length basis and the provisions of Section 188 are not attracted. Thus, disclosure in Form AOC-2 is not required.
PREVENTION OF INSIDERâS TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 and its subsequent Amendments in 2008 and 2015, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of the shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company secretary is the Compliance Officer for the purpose of these Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report
CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a Certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directorsâ Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.
INDUSTRIAL RELATIONS
Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from the Companyâs bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.
On Behalf of the Board
Place: Kolkata B. Wadhwa
Dated: 14th Juneâ2016 N. Pujara D directors
Mar 31, 2015
TO THE SHAREHOLDERS
The Directors are pleased to present the Annual Report of your Company
and the Company''s Audited Financial Statements for the financial year
ended 31 March 2015.
FINANCIAL RESULTS (Rs. in lacs)
Year ended Year ended
31st March, 31st March,
2015 2014
Profit before Finance Cost, Depreciation
and Tax 1147.32 1713.12
Finance Cost 1234.66 946.06
Depreciation and Amortisation 561.34 679.56
Profit / (Loss) Before Tax (648.68) 87.50
Provision for Tax:
- Current Tax / MAT 2.40 19.44
- MAT Credit entitlement - (17.04)
- Tax for prior years (7.32) -
- Deferred Tax (Asset) (230.47) (33.15)
Profit / (Loss) After Tax (413.29) 118.25
Profit Brought Forward from Previous Years 6.20 2.95
Amount available for Appropriation (407.09) 121.20
Transfer to Capital Redemption Reserve - 115.00
Surplus / (Loss) Carried over (407.09) 6.20
DIVIDEND
In view of loss, your Directors do not recommend any dividend on 2%
Preference Shares and on Equity Shares.
OPERATIONS
Sales / Income from operation was Rs.301.78 crores compared to
Rs.335.20 crores in the previous year and it was lower mainly due to
lower off take of ''B Twill'' Jute bags by the Central Government
Procurement Agencies thereby adversely affecting the entire industry.
However, export sales were marginally better at Rs.60.80 crores
compared to Rs.57.94 crores in the previous year. Overall operating
performance was affected for the reasons mentioned in the Management
Discussion and Analysis Report annexed hereto.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There have been no change in the nature of business of the Company.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
The Company declared the suspension of work at Weaving Unit, Rishra and
Anglo-India Jute Mill (Middle Mill), Jagatdal with effect from 23rd
May, 2015 and 26th May, 2015 respectively.
RISK MANAGEMENT FRAMEWORK
As required pursuant to Section 134(3) and clause 49 of the SEBI
Listing Agreement, your company has a Risk Management Framework
approved by the Board of Directors. The Risk Management Framework
provides the mechanism for risk assessment and its mitigation. The Risk
Management Framework is being periodically reviewed by the Audit
Committee and the Board of Directors.
DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN IN WORKPLACE
The Company has received no complaints from any women employee during
the year regarding Sexual Harassment of Women in Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration exceeding the limit
under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
CHANGES IN KEY MANAGERIAL PERSONNEL
On resignation of Mr. Surajit Sen with effect from 24 May 2014, Mr.
Swaroop Saha was appointed as the Company Secretary and Compliance
Officer with effect from 26 May 2014.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of
the Companies (Accounts) Rules, 2014 particulars regarding conservation
of energy, technology absorption and foreign exchange earnings and
outgo are set out in a separate statement attached to this report and
forms part of it.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Shri Bhushan Wadhwa, Director
of the Company retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment.
Shri G J Wadhwa stepped down from the Chairmanship and Directorship of
the Company with effect from 30 May 2014 on attaining the age of 89
years and the Board, while accepting his resignation, wished him good
health and placed on record its deep appreciation for his visionary
leadership and valuable guidance made available to the Company during
his long association of more than 4 decades. In recognition of such
dedicated service to the Company and considering his stature in the
Jute Industry, the Board of Directors were pleased to confer upon Shri
Wadhwa "Chairman Emeritus" status of the Company from the date of
his stepping down as Chairman of the Company.
With effect from 12 May 2014, the Board was pleased to elevate Mr. N
Pujara as Managing Director from Executive Director and the same was
approved by the shareholders at the last Annual General Meeting of the
Company held on 12 August, 2014.
Ms. Ramiya Hariharan was appointed as an Additional Director of the
Company with effect from 12 August 2014 and she shall hold office upto
the date of the ensuing Annual General Meeting of the Company and being
eligible, offers herself for reappointment as Independent Director.
On 31 March 2015 shareholders by way of a postal ballot approved the
appointment of Shri Harbhajan Singh, Shri Narottam Das and Dr. Basudeb
Sen upto the conclusion of the 99th Annual General Meeting of the
Company in the calendar year 2017 as Independent Directors who are not
eligible to retire by rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under the Companies Act, 2013 and clause 49
of the Listing Agreement with Stock Exchanges.
BOARD EVALUTION
Pursuant to the provision of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual evaluation
of its own performance. The Directors expressed their satisfaction with
the evaluation process.
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given as Annexure I of this Report.
STATUTORY AUDITORS
At the 96th Annual General Meeting held on 12 August 2014, the members
had appointed M/s D.P.Sen & Co., Chartered Accountants, having
registration number 301054E, as the Statutory Auditors of the Company
till the conclusion of the ensuing Annual General Meeting.
The Company has received a consent letter from M/s D.P.Sen & Co.,
Chartered Accountants, to the effect that their appointment, if made,
at the ensuing Annual General Meeting for next year would be in terms
of Sections 139 and 141 of the Companies Act, 2013 and the rules made
thereunder. The Board proposes to appoint M/s D.P.Sen & Co., Chartered
Accountants, as the Statutory Auditors of the Company from conclusion
of 97th Annual General Meeting till conclusion of 98th Annual General
Meeting, subject to the approval of the shareholders.
COST AUDITORS
M/s N Radhakrishnan & Co., Cost Accountants, were appointed as Cost
Auditor for auditing the Cost Accounts of the Company for the year
ended 31 March 2015 by the Board of Directors. The remuneration
proposed to be paid for the FY 2015-16 to the Cost Auditor requires
ratification of the shareholders of the Company. In view of this, your
ratification for payment of remuneration to the Cost Auditor is being
sought at the ensuing Annual General Meeting.
M/s N Radhakrishnan & Co., Cost Accountants, have given their consent
to act as Cost Auditor of the Company for the Financial Year 2015-16
confirming that their appointment is within the limits of Section 139
and certified that they are free from any disqualifications specified
under Section 148(5) and all other applicable provisions of the
Companies Act, 2013.
The Cost Audit Report for the year 2013-14 has been filed with the
Ministry of Corporate Affairs within the due date of filing.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanation received from the day to day operating management, your
Directors make the following statements pursuant to Sub-Section (5) of
Section 134 of the Companies Act, 2013:
a) that in the preparation of the annual accounts for the financial
year ended 31 March 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b) that the Directors have 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 at the end of the financial year and of the
loss of the Company for that period;
c) that 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) that the Directors have prepared the annual accounts for the
financial year ended 31 March 2015, on a going concern basis;
e) that the Directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively.
f) that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT-9 is annexed as Annexure II.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Secretarial Audit Report submitted by M/s
K. Arun & Co., Company Secretaries, is enclosed as part of this report
as Annexure III.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY
AUDITOR IN THEIR REPORT AND BY THE COMPANY SECRETARY IN PRACTICE IN
THEIR SECRETARIAL AUDIT REPORT
Qualified opinion by the Statutory Auditors in their Report have been
adequately dealt with in the Notes to the Accounts, which is explained
hereunder.
The Company is providing Gratuity Liability on accrual basis for all
its units and only in respect of one unit i.e. Anglo-India Jute Mill
(Middle Mill), Jagatdal it was accounted for on cash basis for the
intervening period of 1996- 97 to 2006-07 as explained in Note No.44 to
the Full Accounts and Note No.11 to the Abridged Accounts.
The Secretarial Auditor have not given any qualification, reservation
or adverse remark or disclaimer in their Audit Report.
MEETINGS OF THE BOARD
5 Meetings of the Board of Directors were held during the year. For
further details please refer to Report on Corporate Governance annexed
in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 and the Accounting Standard
(AS21), the Consolidated Financial Statement is provided in the Annual
Report.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF
SUBSIDIARY
Landale & Clark Ltd. and AIC Properties Ltd. ceased to be subsidiary of
the company with effect from 19 May 2014 on disinvestment of part
shareholding.
Pursuant to Sub-Section (3) of Section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company''s subsidiary i.e. Champdany Construction Ltd. is presented in
a separate section in Form AOC 1 as Annexure IV.
LISTING WITH THE STOCK EXCHANGES
The Company''s Equity shares are listed on the Bombay Stock Exchange
and National Stock Exchange and annual listing fees for financial year
2015-16 has been paid to the BSE and NSE.
The shares of the Company were delisted from the Calcutta Stock
Exchange with effect from 20 April 2015 so as to reduce the compliance
cost including listing fees as no services were being made available by
the Calcutta Stock Exchange to the shareholders of the Company and no
trading in the shares also took place at the Calcutta Stock Exchange
during the last 20 years.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No Significant & Material Orders relating to settlement of tax
liabilities, operation of patent rights, depression in market value of
investments, institution of cases by or against the company, sale or
purchase of capital assets or destruction of any assets etc. were
passed by the Regulators for or against the Company during the
financial year ended 31 March 2015.
INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has in place Internal Financial Control Systems,
commensurate with the size and complexity of its operations to ensure
proper recording of financial and operational and compliance of various
internal controls and other regulatory and statutory compliances. The
Internal Auditor monitors and evaluates the efficacy and adequacy of
Internal Financial Control Systems in the Company. Based on the report
of Internal Auditor, respective departments undertake corrective action
in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
During the year, the Company has not given any loans, provided any
guarantees or made any investments as covered under Section 186 of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED
PARTIES
All transactions entered into with related parties as defined under of
the Companies Act, 2013 and Clause 49 of the Listing Agreement during
the financial year were in the ordinary course of business and on
arm''s length basis and do not attract the provisions of Section 188
of the Companies Act, 2013.There were no materially significant
transactions with related parties during the financial year which were
in conflict with the interest of the Company and hence, enclosing of
Form AOC-2 is not required. Suitable disclosure as required by the
Accounting Standard (AS 18) has been made in the notes to the Financial
Statements.
PREVENTION OF INSIDER''S TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading)
Regulations, 1992 and its subsequent amendments in 2008 and 2015, the
Company has adopted a model Code of Conduct for prevention of Insider
Trading in the shares and securities of the Company. The Code, inter
alia, prohibits purchase, sale of the shares of the Company by the
Directors, Officers and Designated Employees while in possession of the
unpublished price sensitive information in relation to the Company. The
Company Secretary is the Compliance Officer for the purpose of these
Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of this
Annual Report.
CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as prescribed by SEBI.
The Corporate Governance Report and a Certificate from the Auditors of
the Company certifying compliance with the conditions of Corporate
Governance are attached hereto and form part of the Directors''
Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company''s policy requires the conduct of all
operations in such manner so as to ensure safety of all concerned,
compliance of statutory and industrial requirements for environment
protection and conservation of natural resources to the extent
possible.
INDUSTRIAL RELATIONS
Industrial Relations in all units and branches of the Company remained
generally cordial and peaceful throughout the year, except Units under
suspension of work, etc. as mentioned in Management Discussion &
Analysis Report annexed herewith.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their
appreciation of the continuous support, encouragement and co-operation
received from the Company''s bankers, the Government of West Bengal,
customers, employees, shareholders and other business associates.
On Behalf of the Board
G. Goswami
Place: Kolkata N. Pujara
Dated: 30 May 2015 Directors
Mar 31, 2014
TO THE SHAREHOLDERS
The Directors have pleasure in presenting their report alongwith
Audited Financial Results of the Company for the year ended 31 March
2014.
(Rs. in lacs)
Year ended Year ended
31st March, 31st March,
2014 2013
Profit before Finance Cost,
Depreciation, and Tax 1,713.12 1,679.38
Finance Cost 946.06 905.50
Depreciation and Amortisation 679.56 694.17
Profit Before Tax 87.50 79.71
Provision for Tax:
- Current Tax / MAT 19.44 17.91
- MAT Credit entitlement (17.04) -
- Deferred Tax Liability/ (Asset) (33.15) (25.41)
Profit After Tax 118.25 87.21
Adjustment relating to earlier years (taxes) - 44.09
Profit after adjustment for taxes for
earlier years 118.25 43.12
Profit Brought Forward from Previous Years 2.95 82.19
Amount available for Appropriation 121.20 125.31
Dividend on Preference Shares on Redemption - 53.66
Tax on Dividend - 8.70
Transfer to Capital Redemption Reserve 115.00 60.00
Surplus Carried over 6.20 2.95
DIVIDEND
In view of inadequacy of profits, your Directors do not recommend any
dividend on 2% Preference Shares and on Equity Shares.
ALLOTMENT OF EQUITY SHARES ON CONVERSION OF CONVERTIBLE SHARE WARRANTS
ON PREFERENTIAL BASIS TO PROMOTER GROUP ENTITIES
In Terms of special resolution passed by the shareholders at the Annual
General Meeting held on 12 September 2012 and in compliance of the SEBI
(ICDR) Regulations, 2009, 2,683,045 convertible warrants were allotted
to promoter group entities on 26.09.2012 on payment of 25% application
money. During the year the Company received the balance 75% of the
warrant issue price and accordingly 2,683,045 fully paid up equity
shares of Rs. 5/- each were allotted on 15.05.2013 on conversion of
warrants and the total amount of Rs. 550.02 lacs receifed against
warrants were credited to Equity Share Capital Rs. 134.15 lacs and
Security Premium Reserve Rs. 415.87 lacs. Consequently the paid up
equity capital increased to Rs. 1371.04 lacs and security premium
reserve increased to Rs. 3221.61 lacs. The statutory auditor has
certified that the proceeds of the above issue have been utilized for
the purpose as stated in the shareholders'' resolution dated 12
September 2012.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate Section and forms part of the
Directors'' Report.
CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as prescribed by SEBI.
The Corporate Governance Report and a certificate from the Auditors of
the Company certifying compliance with the conditions of Corporate
Governance are attached hereto and form part of the Directors'' Report.
BOARD OF DIRECTORS
Mr G J Wadhwa joined the Board of The Champdany Jute Company Limited
(since merged with your Company) in the year 1968 and appointed as the
Chairman in 1993. He was appointed as Director and Chairman of your
Company in 2006 on merger of The Champdany Industries Limited (old name
The Champdany Jute Company Limited). He stepped down as the Chairman
and Director of your Company on 30 May 2014 on attaining the age of 89
years and was appointed as Chairman Emeritus of the Board on the same
date. The Directors while wishing him good health placed on record
their sincere appreciation of Mr Wadhwa''s association of nearly 4½
decades with the group during which his visionary leadership, strategic
direction contributed immensely in the growth of the group and your
Company.
Mr N Pujara was elevated as Managing Director from 12 May 2014, subject
to approval of members at the ensuing Annual General Meeting.
In terms of Articles of Association of the Company, Mr D J Wadhwa, Dr G
Goswami and Mr S M Palia, Directors retire at the ensuing Annual
General Meeting under the provisions of the Companies Act 1956. The
Company has received requisite notices in writing from members
proposing Dr G Goswami and Mr S M Palia for appointment as Independent
Directors.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
the independence as prescribed both under sub-section (6) of Section
149 of the Companies Act 2013 and under clause 49 of the Listing
Agreement with the Stock Exchanges.
The brief resume/details relating to Director seeking appointment /
re-appointment are furnished in the Annexure to the notice of the
ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanation received from the day to day operating management, your
Directors make the following statements pursuant to Sub-Section (2AA)
of Section 217 of the Companies Act, 1956.
(i) that in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with a proper explanation
relating to material departures;
(ii) that the Directors have 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 at the end of the financial year and of the
profit of the Company for that period;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 and for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) that the Annual Accounts have been prepared on a going concern
basis.
AUDITORS
D. P . Sen & Co., Chartered Accountants, Kolkata, the Statutory
Auditors of the Company, hold office until conclusion of the
forthcoming Annual General Meeting and, being eligible, offer
themselves for re-appointment.
APPOINTMENT OF COST AUDITOR
The Board of Directors at its Meeting held on 30 May 2013 has
reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for
carrying out audit of cost accounting records in respect of jute goods
for the financial year 2013-14.
The Auditors Reports on cost accounting records of the Company for the
financial year 2012-13 were filed with Ministry of Corporate Affairs on
26 September 2013 (within the due date).
SUBSIDIARY
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit & Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However, the
financial information of the subsidiary companies are disclosed in the
Annual Report in compliance with the said circular. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The Annual Accounts of the subsidiary
companies are also be kept open for inspection at the Registered Office
of the Company and that of the respective subsidiary companies. The
consolidated financial statement presented by the Company include the
financial results of its subsidiary companies i.e. Champdany
Construction Ltd, Landale & Clerk Ltd and AIC Properties Ltd. Landale &
Clerk Ltd and AIC Properties Ltd have ceased to be subsidiary companies
w.e.f. 19 May 2014 on divestment of part shareholding.
CONSOLIDATED FINANCIAL STATEMENT
In compliance with the requirements of Accounting Standards (AS-21)
prescribed by the Institute of Chartered Accountants of India, on the
Consolidated Financial Statement, this Annual Report also includes the
Consolidated Financial Statement.
AUDITOR''S REPORT
Qualified opinion by the Auditors in their report have been adequately
dealt with in the Notes 46 and 47 of the Accounts, which are explained
hereunder seriatim.
(i) In respect of Loss on Account of Fire at the Company''s Wellington
Jute Mill on 21 January 2011, the Company has not made any adjustment
in the books as the claim is pending settlement with the Arbitrator.
The Company recognises insurance claims on receipt/assessment basis of
related claim from the insurance authorities.
(ii) The Company is providing Gratuity Liability on accrual basis for
all its units and only in respect of one unit i.e. Jagatdal, it was
accounted for on cash basis for the intervening period of 1996-97 to
2006-07 as explained in Note No. 47 to the Accounts.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
The provision of Section 217(2A) of the Companies Act, 1956 read with
rules thereunder is not applicable to the Company, since there is no
employee in the service of the Company drawing remuneration in excess
of the prescribed limit.
Additional information required under Section 217(1)(e) of the
Companies Act, 1956 on conservation of energy, technology absorption
and foreign exchange earnings and outgo, is set out in a separate
statement attached to this report and forms part of it.
INDUSTRIAL RELATIONS
Industrial Relations in all units and branches of the Company remained
generally cordial and peaceful throughout the year, except Units under
suspension of work etc as mentioned in Management Discussion & Analysis
Report annexed herewith.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their
appreciation of the continuous support, encouragement and co-operation
received from the Company''s bankers, the Government of West Bengal,
customers, employees, shareholders and other business associates.
On Behalf of the Board
Place: Kolkata B.Wadhwa
Dated: 30May 2014. N.Pujara
Directors
Mar 31, 2013
TO THE SHAREHOLDERS
The Directors have pleasure in presenting their report alongwith
Audited Financial Results of the Company for the year ended 31 March
2013.
(Rs. in lacs)
Year ended Year ended
31st March,
2013 31st March,
2012
Profit before Finance
Cost, Depreciation and Tax 1679.38 1559.95
Finance Cost 905.50 801.48
Depreciation and Amortisation 694.17 697.34
Profit Before Tax 79.71 61.13
Provision for Tax:
- Current Tax 17.91 13.15
- Deferred Tax Liability/ (Asset) (25.41) (27.03)
Profit After Tax 87.21 75.01
Adjustment relating to
earlier years (taxes) 44.09 7.18
Profit after adjustment for
taxes for earlier years 43.12 67.83
Profit Brought Forward from
Previous Years 82.19 14.36
Amount available for Appropriation 125.31 82.19
Dividend on Preference Shares on
Redemption 53.66
Tax on Dividend 8.70
Transfer to Capital
Redemption Reserve 60.00
Surplus Carried over 2.95 82.19
DIVIDEND
In view of inadequacy of profits, your Directors do not recommend any
dividend on 2% Preference shares and on Equity Shares.
REDEMPTION OF PREFERENCE SHARES
Out of the proceed of the fresh issue of shares, the Company has
redeemed 2200000 nos 7% cumulative preference shares of Rs. 10/- each
aggregating to Rs. 220 lacs. The company has paid cumulative dividend
of Rs. 53.66 lacs on the above preference shares and tax on dividend of
Rs. 8.70 lacs.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate Section and forms part of the
Directors'' Report. CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as prescribed by SEBI.
The Corporate Governance Report and a certificate from the Auditors of
the Company certifying compliance with the conditions of Corporate
Governance are attached hereto and form part of the Directors'' Report.
BOARD OF DIRECTORS
Mr. S.K. Mehera after having served on the Board of the Company for
more than 37 years did not seek re-election on retirement by rotation
at the last Annual General Meeting held on 12 September 2012 due to his
attaining the age of 84 years. Accordingly, he ceased to be the member
of the Audit Committee and Remuneration Committee. The Board placed on
record its gratitude and appreciation for the guidance and advice
received from Mr. S. K. Mehera during his long association with the
Company. In place of Mr. S. K. Mehera, Mr. N. Das was inducted as a
member of the Audit Committee and Mr. Harbhajan Singh was inducted as a
member of the Remuneration Committee.
As per the provisions contained in the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Harbhajan Singh, Mr. N
Pujara and Mr. B Wadhwa, Directors retire by rotation and being
eligible, offer themselves for re-appointment.
The brief resume/details relating to Directors seeking re-appointment
are furnished in the Annexure to the notice of the ensuing Annual
General Meeting.
ISSUE OF EQUITY SHARES & CONVERTIBLE SHARE WARRANTS ON PREFERENTIAL
BASIS TO PROMOTER GROUP ENTITIES
In terms of the special resolution passed by the shareholders at the
last Annual General Meeting held on 12 September 2012 and in compliance
of the SEBI (ICDR) Regulations, 2009, the Company allotted total
2204786 nos of equity shares of Rs.5/- each fully paid up at a price of
Rs.20.50 (including premium of Rs.15.50) per share and 2683045 nos of
convertible equity warrants at a price of Rs. 20.50 (including premium
of Rs. 15.50) per warrant to promoter group entities on 25 & 26
September 2012 respectively. The paid up equity capital accordingly
increased to Rs. 1236.87 lacs after the said issue and on convertible
warrants 25% money has been paid alongwith application and the balance
payable within 18 months from the date of allotment as per the terms of
the issue. The statutory auditor has certified that the proceeds of the
above issue have been utilised for the purpose as stated in the
shareholders'' resolution dated 12 September 2012.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation received from the day to day operating
management, your Directors make the following statements pursuant to
Sub-Section (2AA) of Section 217 of the Companies Act, 1956.
i) that in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with a proper explanation
relating to material departures;
ii) that the Directors have 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 at the end of the financial year and of the
profit of the Company for that period;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 and for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that the Annual Accounts have been prepared on a going concern
basis.
LEGAL MATTERS
The Company''s two foreign shareholders  Blancatex AG and Aldgate
International SA have filed two separate petitions under section 397
and 398 of the Companies Act, 1956 before the Company Law Board (CLB)
primarily challenging the transfer of the Rampur Texpro Unit to
Champdany Constructions Ltd, the Company''s wholly owned subsidiary and
proposed transfer of the Shalimar Unit to AIC Properties Ltd, another
wholly owned subsidiary of the Company.
The CLB had passed an interim order dated 12 January 2010 against the
Company restraining it from acting in furtherance of the resolution for
transfer of the Shalimar Unit during the pendency of the proceedings.
The said order also restrained Champdany Constructions Ltd from
transferring or creating any third party interest in the fixed assets
of the Rampur Texpro Unit. The interim order dated 12 January 2010 has
been set aside/modified in an appeal filed by the Company''s subsidiary
Champdany Constructions Ltd which has been allowed to lease out the
premises in question.
Ultimately, the said two shareholders i.e. Blancatex AG and Aldgate
International SA chose not to proceed with the main two petitions and
sought for leave before the CLB to withdraw the said petitions.
Accordingly, Leave was granted by the CLB to withdraw the said two
petitions and by an Order dated 26 November 2012, passed by the Bench,
the petitions filed are dismissed. Consequently, all interim orders
passed by the CLB were vacated. As a result, whereof pending
proceedings before the High Court under Section 10F of the Companies
Act filed by two above shareholders were also dismissed for
non-prosecution.
AUDITORS
D. P. Sen & Co.,Chartered Accountants, Kolkata, the Statutory Auditors
of the Company, hold office until conclusion of the forthcoming Annual
General Meeting and, being eligible, offer themselves for
re-appointment.
APPOINTMENT OF COST AUDITOR
The Board of Directors at its Meeting held on 30 May 2012 has
reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for
carrying out audit of cost accounting records in respect of jute goods
for the financial year 2012-13.
The Auditors Report on cost accounting records of the Company for the
financial year 2011-12 were filed with Ministry of Corporate Affairs on
19 February 2013 (within the due date).
SUBSIDIARY
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit & Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However, the
financial information of the subsidiary companies are disclosed in the
Annual Report in compliance with the said circular. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The Annual Accounts of the subsidiary
companies are also be kept open for inspection at the Registered office
of the Company and that of the respective subsidiary companies. The
consolidated financial statement presented by the Company include the
financial results of its subsidiary companies i.e. Champdany
Constructions Ltd., Landale & Clark Ltd. and AIC Properties Ltd. West
Bengal Multifiber Jute Park Ltd. has ceased to be a Subsidiary with
effect from 5 March 2013.
CONSOLIDATED FINANCIAL STATEMENT
In compliance with the requirements of Accounting standards (AS-21)
prescribed by the Institute of Chartered Accountants of India, on the
Consolidated Financial Statement, this Annual Report also includes the
Consolidated Financial Statement.
AUDITOR''S REPORT
Observations of the Auditors in their report vide para A.I, have been
adequately dealt with in the Notes 45 to 48 of the Accounts, which are
explained hereunder seriatim.
i) The commodity hedging contracts are accounted for on the date of
their settlement and realised gain/loss in respect of only settled
contracts are recognised in the Profit and Loss Account, alongwith
underlying transactions. This is in accordance with the principles of
prudence.
ii) In respect of Loss on Account of Fire at the Company''s Wellington
Jute Mill on 22 April 2006 and 21 January 2011, the Company has not
made any adjustment in the books as the claim is pending settlement
with the Arbitrator and Insurance Company respectively. The Company
recognises insurance claims on receipt/assessment basis of related
claim from the insurance authorities.
iii) The Company is providing Gratuity Liability on accrual basis for
all its units and only in respect of one unit i.e. Jagatdal, it was
accounted for on cash basis for the intervening period of 1996-97 to
2006-07 as explained in Note No. 47 to the Accounts.
iv) Remission of Taxes by the Sales Tax authorities: The matter is
pending for settlement with the authorities and will be adjusted on
reaching finality. Meanwhile it has been adequately explained in the
Note 48(a) to the Accounts which is an integral part of the Annual
Accounts.
v) There is a long-standing advance of Rs.26.93 lacs which is pending
since takeover of erstwhile Anglo- India Jute Mills Co. Ltd from BIFR
and recoverable from the erstwhile promoter.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
The provision of Section 217(2A) of the Companies Act, 1956 read with
rules thereunder is not applicable to the Company, since there is no
employee in the service of the Company drawing remuneration in excess
of the prescribed limit.
Additional information required under Section 217(1)(e) of the
Companies Act, 1956 on conservation of energy, technology absorption
and foreign exchange earnings and outgo, is set out in a separate
statement attached to this report and forms part of it.
INDUSTRIAL RELATIONS
Industrial Relations in all units and branches of the Company remained
generally cordial and peaceful throughout the year, except Units under
suspension of work etc as mentioned in Management Discussion & Analysis
Report annexed herewith.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their
appreciation of the continuous support, encouragement and co-operation
received from Export-Import Bank of India, the Government of West
Bengal, the Company''s bankers, customers, employees, shareholders and
other business associates.
On behalf of the Board
Place: Kolkata B Wadhwa 1
Date: 30 May 2013 N Pujara } Directors
Mar 31, 2012
The Directors have pleasure in presenting their report alongwith
Audited Financial Results of the Company for the year ended 31st March
2012.
(Rs. in lacs)
Year ended Year ended
31st March, 31st March,
2012 2011
Total Income 39440.62 34515.21
Profit before Finance Cost,
Depreciation, Exceptional items
and Tax 1921.32 1294.58
Less:
Finance Cost 801.48 619.08
Depreciation and Amortisation 697.34 652.79
Profit before Exceptional items
and Tax 422.50 22.71
Exceptional items 361.37 0.93
Profit Before Tax 61.13 21.78
Provision for Tax:
- Current Tax 13.15 6.30
- Deferred Tax Liability/(Asset) (27.03) 0.35
Profit After Tax 75.01 15.13
Adjustment relating to earlier
years (taxes) 7.19 15.99
Balance carried over 67.82 (0.86)
DIVIDEND:
In view of inadequacy of profits, your Directors do not recommend any
dividend on Preference or Equity Shares.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate Section and forms part of the
Directors' Report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as prescribed by SEBI.
The Corporate Governance Report and a certificate from the Auditors of
the Company certifying compliance with the conditions of Corporate
Governance are attached hereto and form part of the Directors' Report.
BOARD OF DIRECTORS:
As per the provisions contained in the Companies Act, 1956 and the
Articles of Association of the Company, Mr. S. K. Mehera, Mr. S. M.
Palia and Mr. N. Das, Directors retire by rotation and being eligible,
offer themselves for re-appointment.
The brief resume/details relating to Directors seeking re-appointment
are furnished in the Annexure to the notice of the ensuing Annual
General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanation received from the day to day operating
management, your Directors make the following statements pursuant to
Sub-Section (2AA) of Section 217 of the Companies Act, 1956.
(i) that in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with a proper explanation
relating to material departures.
(ii) that the Directors have 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 at the end of the financial year and of the
profit of the Company for that period.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 and for safeguarding the assets
of the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the Annual Accounts have been prepared on a going concern
basis.
LEGAL MATTERS
The Company's two foreign shareholders - Blancatex AG and Aldgate
International SA have filed two separate petitions under section 397
and 398 of the Companies Act, 1956 before the Company Law Board (CLB)
primarily challenging the transfer of the Rampur Texpro Unit to
Champdany Constructions Ltd, the Company's wholly owned subsidiary and
proposed transfer of the Shalimar Unit to AIC Properties Ltd, another
wholly owned subsidiary of the Company.
The CLB had passed an interim order dated 12 January 2010 against the
Company restraining it from acting in furtherance of the resolution for
transfer of the Shalimar Unit during the pendency of the proceedings.
The said order also restrained Champdany Constructions Ltd from
transferring or creating any third party interest in the fixed assets
of the Rampur Texpro Unit. The interim order dated 12 January 2010 has
been set aside/modified in an appeal filed by the Company's subsidiary
Champdany Construction Ltd which has been allowed to lease out the
premises in question.
The Company is contesting the said petitions to be without any merit
since the transfer of the Rampur Texpro Unit and proposed transfer of
the Shalimar Unit have been approved by the majority shareholders of
the Company.
In the pending proceedings, the two shareholders also sought disclosure
of certain documents including board minutes and notes etc.
The Company has strongly contested the said application as well. CLB
vide its order dated 17 May 2010 partly allowed the said application
and directed the company to disclose board minutes relating to
incorporation of subsidiary companies for diversifying into the
construction and/or real estate business and expenditure and income
that may be generated from the Rampur Texpro Unit and the Shalimar
Unit.
The Company preferred two appeals separately against the two
shareholders viz. Blancatex AG and Aldgate International SA. Blancatex
AG and Aldgate International SA also preferred cross appeals
challenging the Order dated 17 May 2010 for not allowing inspection and
disclosure of all the documents as sought.
By a Judgement dated 21 March 2011, all the appeals were disposed of by
the Hon'ble High Court directing the two shareholders to file their
respective rejoinders and directed the CLB to reconsider the
application seeking disclosure after completion of pleadings. Blancatex
AG and Aldgate International SA have filed their respective rejoinders.
The two shareholders Blancatex AG and Aldgate International SA" have
now approached the Company with a proposal of settlement and have
proposed to withdraw the proceedings. The proposal is being considered.
AUDITORS;
D. P. Sen & Co., Auditors of the Company, hold office until conclusion
of the forthcoming Annual General Meeting and, being eligible, offer
themselves for re-appointment.
Appointment of Cost Auditor:
The Board of Directors at its Meeting held on 30 May 2011 has
reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for
carrying out audit of cost accounting records in respect of jute goods
for the financial year 2011-12.
The Auditors Reports on cost accounting records of the company for the
financial year 2010-11 were filed with Ministry of Corporate Affairs on
5 September 2011 (within the due date).
SUBSIDIARY:
As required under the provisions of Section 212 of the Companies Act,
1956, the Audited Accounts, together with the Directors' Report and
Auditor's Report of the subsidiary Companies namely, Landale & Clark
Limited, West Bengal Multifiber Jute Park Ltd, Champdany Constructions
Limited and AIC Properties Ltd, are appended to and form part of the
Annual Report.
CONSOLIDATED FINANCIAL STATEMENT:
In compliance with the requirements of Accounting Standards (AS-21)
prescribed by the Institute of Chartered Accountants of India, on the
Consolidated Financial Statement, this Annual Report also includes the
Consolidated Financial Statement.
AUDITOR'S REPORT:
Observations of the Auditors in their report vide para D (I) (i) to D
(I) (v), have been adequately dealt with in the Notes 45 to 48 of the
Accounts, which are explained hereunder seriatim.
(i) The commodity hedging contracts are accounted for on the date of
their settlement and realised gain/loss in respect of only settled
contracts are recognised in the Profit and Loss Account, alongwith
underlying transactions. This is in accordance with the principles of
prudence.
(ii) In respect of Loss on Account of Fire at the Company's Wellington
Jute Mill on 22nd April, 2006 and 21st January 2011, the Company has
not made any adjustment in the books as the claim is pending settlement
with the Arbitrator and Insurance Company respectively. The Company
recognises insurance claims on receipt/assessment basis of related
claim from the insurance authorities.
(iii) The Company is providing Gratuity Liability on accrual basis for
all its units and only in respect of one unit i.e. Jagatdal, it was
accounted for on cash basis for the intervening period of 1996- 97 to
2006-07 as explained in Note No.47 to the Accounts.
(iv) Remission of Taxes by the Sales Tax authorities: The matter is
pending settlement with the authorities and will be adjusted on
reaching finality. Meanwhile it has been adequately explained in the
Note 48 (a) to the Accounts which is an integral part of the Annual
Accounts.
(v) There is a long-standing advance of Rs. 26.93 lacs which is pending
since takeover of erstwhile Anglo-India Jute Mills Co. Ltd from BIFR
and recoverable from the erstwhile promoter on finality of court cases.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:
The provision of Section 217(2A) of the Companies Act, 1956 read with
rules thereunder is not applicable to the Company, since there is no
employee in the service of the Company drawing remuneration in excess
of the prescribed limit.
Additional information required under Section 217(1)(e) of the
Companies Act, 1956 on conservation of energy, technology absorption
and foreign exchange earnings and outgo, is set out in a separate
statement attached to this report and forms part of it.
INDUSTRIAL RELATIONS:
Industrial Relations in all units and branches of the Company remained
generally cordial and peaceful throughout the year, except Units under
suspension of work etc as mentioned in Management Discussion & Analysis
Report annexed herewith.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their
appreciation of the continuous support, encouragement and co-operation
received from Export-Import Bank of India, the Government of West
Bengal, the Company's bankers, customers, employees, shareholders and
other business associates.
On Behalf of the Board
D. J. Wadhwa N. Pujara
Director Director
Place: Kolkata
Dated: August 13th 2012.
Mar 31, 2010
The Directors have pleasure in presenting their report alongwith
Audited Financial Results of the Company for the year ended 31st March
2010.
(Rs. in lacs)
Year ended Year ended
31st March, 2010 31st March, 2009
Total Income 24613.75 30906.86
Profit before Interest,
Depreciation, Exceptional
items (net) and Tax 1601.45 1924.87
Less:
Interest 676.21 728.61
Depreciation 769.01 845.84
Exceptional items (net) 83.36 165.40
Profit Before Tax 72.87 185.02
Provision for Tax:
- Current Tax 14.84 22.35
- Deferred Tax Liability/ (Asset) (23.96) (165.15)
- Fringe Benefit Tax - 10.44
Profit After Tax 81.99 317.38
Add: Profit brought forward from
the Previous year 457.83 495.01
Adjustment relating to earlier
years (taxes) (524.60) (36.55)
Amount available for appropriation 15.22 775.84
Dividend on Preference Shares - 15.40
Tax on Dividend - 2.61
Transfer to Capital Redemption
Reserve - 50.00
Transfer to General Reserve - 250.00
Balance carried over to next year 15.22 457.83
DIVIDEND:
In view of inadequacy of profits, your Directors are constrained by not
recommending any dividend on Preference as well as on Equity Shares.
ALTERATION & AMENDMENT OF AUTHORISED SHARE CAPITAL CLAUSE
In terms of the resolution passed by the shareholders by postal ballot
on 15.01.2010 the authorised share capital clause 5 of the Memorandum
of Association of the Company was altered and amended as follows. The
Authorised Share Capital of the Company is Rs. 35,00,00,000 (Rupees
Thirty Five Crore) divided into 4,00,00,000 (Four Crores) Equity Shares
of Rs. 5 each, 30,00,000 (Thirty Lacs) 7% Cumulative Preference Shares
of Rs. 10 each and such Preference Shares shall confer the right to a
fixed cumulative preferential dividend at the rate of 7 percent per
annum on the capital for the time being paid up thereon and 2,40,00,000
(Two Crores Forty Lacs) 2% Cumulative Preference Shares of Rs. 5 each
and such Preference shares shall confer the right to a fixed cumulative
preferential dividend at the rate of 2 percent per annum on the capital
for the time being paid up thereon. Both Preference Shares shall rank
as regards capital in priority to the Equity Shares but shall not
confer the right to any further participation in profits or assets, and
upon any increase of capital, the company is to be at liberty to issue
any new shares with any preferential, deferred, qualified or special
rights, privileges or conditions attached thereto. The rights for the
time being attached to the Preference Shares in the initial capital or
to any shares having preferential, deferred, qualified of special
rights, privileges or conditions attached thereto may be altered or
dealt with in accordance with the provisions of the accompanying
Articles of Association, but not otherwise.
RIGHT ISSUE OF NON-CONVERTIBLE 2% CUMULATIVE PREFERENCE SHARES OF
RS.5/- EACH
In terms of the Memorandum of Information dated 15.02.2010 sent to all
the Equity Shareholders 22533000 nos. of Non-convertible 2% Cumulative
Preference Shares of face value Rs.5/- each were offered in right basis
in the ratio of 1:1 to the equity shareholders of the company as on
12.02.2010, the record date fixed for the purpose. The issue was opened
for subscription from 25.02.2010 to 24.03.2010. Against the above
issue, the company received valid applications for 12414353 nos of
shares and accordingly 12414353 nos of Non-convertible 2% Cumulative
Preference Shares of Rs.5 each were allotted to the allottees on
30.03.2010. The shares requested for allotment in electronic
form were credited to the Depository Account of the shareholders on
13.04.2010 by CDSL and 14.04.2010 by NSDL and wherever the shares were
requested in physical form necessary share certificates despatched to
the respective shareholders by Registered Post on 14.04.2010. The
proceeds of the right issue of Non-convertible 2% Cumulative Preference
Shares have been utilized by the company as per the terms of the issue.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in separate Section and forming part of the
Directors Report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as prescribed by SEBI.
The Corporate Governance Report and a certificate from the Auditors of
the Company certifying compliance with the conditions of Corporate
Governance are attached hereto and form part of the Directors Report.
BOARD OF DIRECTORS:
As per the provisions contained in the Companies Act, 1956 and the
Articles of Association of the Company Mr. Harbhajan Singh, Mr. N.
Pujara and Mr. B. Wadhwa, Directors retire by rotation and being
eligible, offer themselves for re-appointment.
The brief resume/details relating to Directors seeking re-appointment
are furnished in the Annexure to the notice of the ensuing Annual
General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanation received from the day to day operating
management, your Directors make the following statements pursuant to
Sub-Section (2AA) of Section 217 of the Companies Act, 1956.
(i) that in the preparation of Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures.
(ii) that the Directors have 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 at the end of the financial year and of the
profit of the Company for that period.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 and for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the annual accounts have been prepared on a going concern
basis.
LEGAL MATTER :
Companys two foreign Shareholders - Blancatex AG and Aldgate
International SA have filed two separate petitions under section 397
and 398 of the Companies Act, 1956 before Company Law Board (CLB)
primarily challenging the transfer of Rampur Texpro Unit to Champdany
Constructions Ltd., Companys wholly owned subsidiary and pro- posed
transfer of Shalimar Unit to AIC Properties Ltd. another wholly owned
subsidiary of the Company. The CLB has passed an interim order dated
12.01.2010 against the Company restraining it from acting in
furtherance to the resolution for transfer of Shalimar Unit during the
pendency of the proceedings. The said order also restrains Champdany
Constructions Ltd from transferring or creating any third party
interest in the fixed assets of the Rampur Texpro Unit.
The Company is contending the petitions as without any merit as the
transfer of the Rampur Texpro Unit and proposed transfer of Shalimar
Unit have been approved by the majority Shareholders of the Company.
In the pending proceedings, the two Shareholders have sought disclosure
of certain documents including board minutes and notes etc. the Company
has strongly contested the said claim. CLB in its last order dated
17.05.2010 has partly allowed the said application and has directed the
company to disclose board minutes relating to incorpo- ration of
Subsidiary Companies for diversifying into the construction and/or real
estate business and expenditure and income that may be generated from
Rampur Texpro Unit and Shalimar Unit. The Company is planning to file
an appeal against the said order before the High Court of Calcutta.
In the pending proceeding before CLB, Champdany Constructions Ltd. had
also filed and application for modification of the interim order, whcih
has been rejected by the CLB vide its order dated 17.05.2010.
AUDITORS:
M/s. D. P. Sen & Co., auditors of the Company, hold office until
conclusion of the forthcoming Annual General
Meeting and, being eligible, offer themselves for re-appointment.
SUBSIDIARY:
As required under the provisions of Section 212 of the Companies Act,
1956, the audited accounts together with Directors Report and
Auditors Report of the subsidiary Companies namely, Landale & Clark
Limited, West Bengal Multifiber Jute Park Ltd, Champdany Constructions
Limited and AIC Properties Ltd, are appended to and form part of the
Annual Report.
CONSOLIDATED FINANCIAL STATEMENT:
In compliance with the requirements of Accounting Standards (AS-21)
prescribed by the Institute of Chartered Accountants of India, on
Consolidated Financial Statement, this Annual Report also includes
Consolidated Financial Statement.
AUDITORS REPORT:
Observations of the auditors in their report vide para D (I) (i) to D
(I) (vi), have been adequately dealt with in the Notes 24 to 27 (c)
in Schedule 17 of the accounts which are explained hereunder seriatim.
(i) The commodity hedging contracts are accounted on the date of their
settlement and realised gain/loss in respect of only settled contracts
are recognised in the Profit and Loss Account, alongwith underlying
transaction.
This is in accordance with principles of prudence.
(ii) In respect of Loss on Account of Fire at the companys Wellington
Jute Mill on 22nd April, 2006, the company has not made any adjustment
in the books as the claim is pending settlement with the Arbitrator.
The company recognises Insurance claims on receipt/assessment basis of
related claim from Insurance Authorities.
(iii) The company is providing Gratuity liability on accrual basis
for all of its units from financial year 2007-08 and
only in respect of one unit i.e. Jagatdal, it was accounted on Cash
Basis for the intervening period of 1996-97 to 2006-07 as explained in
Note No. 26 in Schedule 17 to the Accounts.
(iv) Remission of Taxes by Sales Tax : The matter is pending settlement
with Authorities and will be adjusted on reaching finality. Meanwhile
it has been adequately explained in the Note 27(a) of Schedule 17,
which is an integral part of Annual Account.
(v) There is a long standing advance of Rs. 26.93 lacs which is pending
since takeover of the company from BIFR and recoverable agaist the
demand of erswhile promoter on finality of the court cases.
(vi) Landale & Clark Ltd. was inherited as a part of acquisition of
Anglo-India Jute Mills Co Ltd. thorugh BIFR as Subsidiary Company.
Major portions of Assets are in Bangladesh.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:
The provision of Section 217(2A) of the Companies Act, 1956 read with
rule there under was not applicable to the Company, since there was no
employee in the service of the Company drawing remuneration in excess
of the prescribed limit.
Additional information required under Section 217(1)(e) of the
Companies Act, 1956 on conservation of energy, technology absorption
and foreign exchange earnings and outgo, is set out in a separate
statement attached this report and forms part of it.
INDUSTRIAL RELATIONS:
Industrial Relations in all units and branches of the Company remained
generally cordial and peaceful throughout the year, except Industry
wide strike in West Bengal Jute Industry from December 14, 2009 to
February 12, 2010 and Units under suspension of work etc as mentioned
in Management Discussion & Analysis Report annexed herewith.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their
appreciation of the continuous support, encouragement and co-operation
received from Export-Import Bank of India, the Government of West
Bengal, Companys Bankers, customers, employees, shareholders and other
business associates.
On behalf of the Board
Place : Kolkata
Date : 30 May, 2010 B.Wadhwa
Directors N.Pujara
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