Mar 31, 2024
Your Directors have the pleasure in presenting the 38th Annual Report of the Company, together with the audited financial statements of the company for the financial year ended 31st March 2024.
Your Company''s performance for the year ended 31st March, 2024 is summarized as under :
(Rs. In Lakhs)
|
Particulars |
2023-24 |
2022-23 |
|
Sales (Net of Taxes) |
13,436.62 |
14,622.09 |
|
Other Income |
25.04 |
554.19 |
|
Total Income |
13,461.66 |
15,176.28 |
|
Operating Expenses |
15535.79 |
13,995.99 |
|
Finance Cost |
7,303.98 |
7,139.07 |
|
Depreciation |
737.40 |
1,106.07 |
|
Prior Period Expenses |
(0.17) |
(37.90) |
|
Profit/(Loss) before Tax |
(10115.67) |
(7026.94) |
|
Income Tax |
||
|
-Current Tax |
- |
|
|
-Deferred Tax |
204.46 |
56.48 |
|
Profit/(Loss) after Tax |
(9911.22) |
(7083.43) |
During the year under review the Company has incurred losses, therefore, no fund is available to transfer into reserve.
The company has incurred losses during the year under review, therefore, your Directors do not recommend any dividend for the financial year ended 31st March, 2024.
The Company was classified as NPA back in December 2016. Your company was taken into the securitization process by its secured financial creditor i.e. State Bank of India and Central Bank of India under Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002 (SARFAESI Act). State Bank of India and Central Bank of India in the year 2019, had assigned their debts (approx. 76% of the total secured financial debt) to M/s UV Asset Reconstruction Company Limited (UVARCL), an Asset Reconstruction Company (ARC) under the SARFAESI Act, 2002 through swiss challenge method and accordingly the loan account was assigned from SBI and CBI to UVARCL in the books of the Company. Further in August 2022, UVARCL acquired the remaining 24% financial debt of the Company from its secured financial creditor (Formerly known as United Bank of India), Punjab National Bank under SARFAESI Act, 2002 resulting in acquisition of 100% financial debt of the Company by UVARCL.
The Company had major three assets in its Books of Accounts, one asset (Land, Building and operational Plant & Machinery) in Patratu, Jharkhand and others two non-operational assets in Asansol i.e. Mauza Dharma (10.7 acres) and second is Palasdiha land (6.535 acres). These two immovable properties situated at Mauza Dharma (8.03 acres) and Palasdiha were sold by UVARC Limited under Security
Interest (Enforcement) Rules, 2002 for Rs. 5,52,00,000/- and Rs. 14,53,00,000/- respectively in the year 2022. The plant & machinery of the Asansol unit was sold by WBFC against theirs outstanding loan in the year 2020 for an amount of Rs. 30,00,000.
During the year under review, the Company is in receipt of an Intimation letter dated November 29, 2023 from UVARCL regarding sale of Immovable and Movable Assets of the Company located at Patratu in Jharkhand under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (''Rules''). Since the entire financial debt of the Company is acquired by UVARCL under the SARFAESI Act, 2002 and the Company is running in loses, the Board of Directors has no locus standi but to accept the action initiated by UVARCL for sale of above assets of the Patratu unit in Jharkhand under the SARFAESI Act, 2002.
As per the above intimation letter, UVARCL had conducted an auction process as per their Sale Notice dated October 16, 2023, inviting quotation from the public for the assets of Patratu Plant of the Company. M/s Ultratech Cement Limited had emerged as the successful bidder for both the Immovable and Movable Assets of the Patratu Plant in Jharkhand and accordingly UVARCL has issued sale certificates dated November 29, 2023 in favour of Ultratech Cement Limited for a consideration of Rs. 169.79 crores.
At present, the Company has sold all the assets which were the only source of generating revenue and the Company does not have any alternative source of Income. The revenue from operations has marginally decreased by 8.1 % approximately during the financial year under review in comparison to the previous financial year. Further, the company has incurred loss of Rs. 9911.22 Lakhs in the financial year under review in comparison to a loss of Rs.7083.43 Lakhs in the previous financial year. The major component of loss during the financial year under review includes the Finance cost, Depreciation and Loss on Sale of Asset.
During the year under review, there was no change in the nature of the business of the Company. MATERIAL CHANGES AND COMMITMENTS
UVARCL has sold the Immovable and Movable assets of the Patratu Plant in Jharkhand of the Company to Ultratech Cement Limited for a consideration of Rs. 169.79 crores on November 29. 2023, under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (''Rules'').
During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
The company has in place adequate internal financial controls systems that ensure accurate & timely compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluate the internal financial control of the Company.
The Company has also appointed M/s KRGB & Associates LLP, Chartered Accountants, as the Internal Auditors of the company. During the year under review, the company continued to implement their suggestions & recommendations to improve controls & compliances.
During the year under review, the Company has no Subsidiary, Joint Venture or Associate.
During the year under review, your Company has not accepted any deposits from the public. STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013, at the 37th Annual General Meeting (AGM) of the Company, M/s. K. Pandeya & Co. Chartered Accountant (FRN-000135C), were re- appointed as the Statutory Auditor of the Company for a second term of 1 (One) year up to the conclusion of the 38th AGM of the Company to be held in the year 2024.
The Board of Directors has recommended the appointment of M/s Agarwal HP & Associates (FRN-0247038C), Chartered Accountants, as the Statutory Auditor of the Company for a term of 5 years (subject to approval of the shareholder of the Company), to hold office from the conclusion of the 38th Annual General Meeting until the conclusion of the 43rd Annual General Meeting of the Company.
M/s. Agarwal HP & Associates, Chartered Accountants, have expressed their willingness to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.
Auditors'' Report to the Members of the Company does not contain any qualification or adverse remark. Financial Statements and the notes thereon are self-explanatory and need no further explanation.
During the year under review, the Company has neither issued and allotted any fresh equity shares (including ESOP) nor has granted any stock options and sweat equity. As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
The Annual Returns of the company has been placed on the Company''s website at www.burnpurcement.com.
The company did not have any funds lying unpaid or unclaimed for a period of seven years or more. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).
The details of Energy conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are as mentioned in the âAnnexure Aâ attached with this report.
The Management Discussions & Analysis Report forms part of this Annual Report.
a) Details of Directors retiring by rotation
During the year under review, Mr. Pawan Pareek is liable to retire by rotation and offer himself eligible for re-appointment in accordance with the provisions of the section 152 of the Companies Act, 2013. Your directors recommend his re-appointment.
The Independent directors of the company are not liable to retire by rotation.
During the year under review and till the date of Board''s Report, there is no change in the composition of Directors.
As per section 152 of the Companies Act, 2013, the offices of Mr. Ram Narain, Mr. Ritesh Aggarwal and Mr. Pawan Pareek shall be liable to determination by retirement by rotation.
During the year under review and till the date of Board''s Report, the following changes in the position in Key Managerial Personnel of the Company has taken place :
Mr. Jit Roy Choudhury resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 11.03.2024 and in his place Mrs. Puja Guin is appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 28.05.2024.
The Company has received declaration from the Independent Director(s) of the Company declaring that they meet the criteria of independence both, as under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Based on the declarations, disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent Directors in terms of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013
1. Mr. Rajesh Sharma
2. Mr. Parvez Hayat
3. Mrs. Poonam Srivastava
Pursuant to Section 134(3)(p), Schedule IV of the Companies Act, 2013 and Regulation 17(10) and 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of Directors, Board and Committee was done at three levels by the Independent Directors at a separate meeting, Nomination and Remuneration Committee and the Board. The Board of Directors has carried out an annual evaluation of performance of Independent Directors, Board as a whole, the Committees and individual directors based on the evaluation marking by the Directors.
Secondly, the Independent Directors of the Company at their meeting held on 12th February, 2024, carried out the evaluation of performance of the Non-Independent Directors, the Board and the Chairman of the Company as per the prescribed criteria adopted by the Board.
Lastly, the Nomination and Remuneration Committee of the Company carried out evaluations as appropriate and whenever required as per the prescribed criteria adopted by the Board. The performance was evaluated by the Board on the basis of the criteria such as the composition of Board and Committee and structure, effectiveness of Board and committee processes, information and functioning. The performance was considered Excellent.
The Company is required to conduct the Familiarization Programme for Independent Directors (IDs) in terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(''Listing Regulations'') to familiarize them with the Company, their roles, rights, responsibilities in the Company and various legal updates and notifications under Companies Act, 2013, Listing Regulations, Guidelines issued by Reserve Bank of India and other statutes applicable to the Company.
The details of such Familiarization Programme for Directors may be viewed at the website of the Company at www.burnpurcement.com
During the financial year 2023-24, the Board of Directors had four (4) meetings. These were held on 29th May, 2023, 9th August, 2023, 9th November, 2023 and 12th February, 2024. The details in relation to attendance of directors at the meetings are disclosed in the Corporate Governance section which forms part of this report.
During the financial year ended on March 31, 2024, the Company has three committees as mentioned below :
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report, forming part of this Annual Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.
The Composition, terms of reference and other details of the Committee, forms part of the Corporate Governance Report, forming part of this Annual Report.
The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report, forming part of this Annual Report. The Nomination and Remuneration Policy of the Company is posted on the website of the Company at www.burnpurcement.com.
The Board of Directors of the Company has established a Vigil Mechanism for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to report concerns about unethical behavior, wrongful conduct and violation of Company''s Code of conduct or ethics policy. The details have been given in the Corporate Governance Report forming part of the Annual Report and also posted on the website of the Company at www.burnpurcement.com.
Particulars of the Loans/Guarantees/Advances/ and Investments outstanding during the financial year under review are fully disclosed in the Note no. 10 attached to the annual accounts which forms part of this report.
During the year under review, the Company has not entered into any contracts or arrangements or transactions with the related parties in accordance with the provisions of Section 188 of the Companies Act, 2013 and rules thereof.
Accordingly, no transactions are to be reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules 2014.
However, during the year under review, pursuant to Regulation 23 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015, the Company has taken necessary Members approval at the 37th Annual General Meeting held on 21st September, 2023 for ratifying and confirming the continuance of payment of interest payable to M/s UV Asset Reconstruction Company Limited, as a related party transaction w.e.f. 22nd February, 2023, on the outstanding loans assigned in favour of M/s UV Asset Reconstruction Company Limited pursuant to the SARFAESI Act, 2002,
The Policy on Related Party Transaction as approved by the Board has been posted on the website of the Company at www.burnpurcement.com
The provisions of CSR as prescribed under Section 135 of the Companies Act, 2013, read with the rules thereof, are not applicable to the Company.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details are annexed as âAnnexure Bâ to the Annual Report.
Further, in accordance with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in the Company drawing remuneration in excess of the limits set out in the said rules.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. Rajesh Ghorawat, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is appended as Annexure âC'' which is self-explanatory. The said Report does not contain any qualification, reservation or adverse remark.
The Company is committed to maintaining the premier standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance along with such other disclosures as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.
The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance also forms part of this Annual Report.
Further, declaration by Mr. Indrajeet Kumar Tiwary, Wholetime Director stating that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management are annexed with this Report.
Certificate from Mr. Indrajeet Kumar Tiwary, Wholetime Director and Mr. Pawan Pareek, Chief Financial Officer, pursuant to Regulation 17(8) read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review forms part of this Annual Report.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of your Company.
Your Company has adopted the Risk Management Policy in order to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the company''s risk management process and to ensure its wide implementation, to ensure systematic and uniform assessment of risks to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to assure business growth with financial stability.
Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at meetings of the Audit Committee of the Company and the same is even referred to the Board of Directors of the Company as and when needed.
The company has paid all the statutory dues that were accrued during the reporting period. Further, some old statutory dues are still pending which were accrued during the tenure of the old management. The pending dues are mentioned in the other current liability of the balance sheet.
Mittal Polypacks Pvt. Ltd., financial creditor of the company filed Company Petition No. C.P. (IB)/37/ KB/2022 with the Hon''ble NCLT, Kolkata u/s 9 of the IBC, 2016 for initiation of Corporate Insolvency Resolution Process against the company. The matter is pending before Hon''ble NCLT, Kolkata.
No such settlement has been done during the year.
In terms of the provisions on the Directors'' Responsibility Statement referred in Section 134 (5) of the Companies Act, 2013, your Director''s confirm that-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company is committed to provide safe and conducive work environment to its employees and has formulated âPolicy for Prevention of Sexual Harassmentâ to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported.
There have been no frauds reported by the auditors of the Company under sub-section (12) of section 143 of the Companies Act, 2013 and to Central Government as per Companies Amendment Act, 2015.
As per the provision of Section 148 of the Companies Act, 2013 the Company''s cost records for the financial year ended March 31, 2023 are being audited/ reviewed by Cost Auditor M/s Som Das & Associates. The Cost Audit Report for the financial year ended March 31, 2023 was filed in accordance with Cost Audit (Report) Rule, 2001 within the stipulated time. The audit for the financial year 2023-24 is under process and will be filed within the stipulated time as prescribed under the law. For the Financial Year 2024-25, the Board of Directors of the Company has re-appointed M/s Som Das & Associates, Cost Auditor to audit of the cost records of the company as per the recommendation of the Audit Committee. The remuneration of the cost auditor shall be ratified by the shareholders of the company in the ensuing Annual General Meeting.
Your Directors express their deep sense of gratitude to the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates and Company''s valued customers and the esteemed Shareholders for the faith they continue to repose in the Company and look forward to their continued support in future.
The Directors also warmly thank all the employees of the Company for their contribution to the company''s performance and progress.
For and on behalf of the Board
Date : 28th May, 2024 Wholetime Director Director
DIN : 06526392 DIN:07671600
Mar 31, 2016
Dear Shareholders,
The Directors have pleasure in presenting the 30th Annual Report of the Company, together with the Audited statement of Accounts for the financial year ended 31st March 2016.
Financial Highlight (Stand Alone)
During the year under review, performance of your company as under :
(Rs. In Lakhs)
|
Particulars |
2015-16 |
2014-15 |
|
Sales (Net) |
8799.23 |
8231.54 |
|
EBDIT |
1740.23 |
780.83 |
|
Interest |
1331.42 |
454.20 |
|
Depreciation |
402.10 |
154.16 |
|
Profit before Tax |
6.71 |
172.47 |
|
Income Tax |
|
|
|
- Current Tax |
1.30 |
55.60 |
|
- Deferred Tax |
1276.21 |
-0.12 |
|
Profit after Tax |
-1270.80 |
116.99 |
|
Balance brought forward from last year |
1335.43 |
1218.44 |
|
Earlier Year Adjustment |
- |
- |
|
Balance carried forward to Balance Sheet |
64.63 |
1335.43 |
State of Company''s Affairs
Due to capacity addition during the year the sales have been increased 6.90% compared to previous year sale. The production from Patratu Plant has been started from June, 2016. Profit after tax has been decreased 56.75% compared to previous year due to increase in amount of interest on loan taken from Bank.
Patratu Project
The Company has started its commercial operation from the patratu plant. Full-fledged production from grinding Unit was started in the first week of June, 2015 and production from clinker unit was started in the last week of December, 2015. Hariharpur-Lem-Bichha (Block I & II) lime stone mines have been allotted to the Company through e-auction in which the Company was a participant.
Dividend
The profit for the year is not enough to declare the dividend therefore your directors do not recommend any dividend for the year ended 31st March, 2016.
Amount Transferred to Reserve
During the year the Company has incurred loss of Rs. 12,70,80,055.36/- after tax.
Changes in Share Capital
During the Financial Year 2015-16, the share capital of the Company has been increased from Rs. 82,55,43,630/to Rs. 86,12,43,630/- pursuant to allotment of equity shares on conversion of 3570000 warrants of Rs 10/- each under Preferential allotment.
Extract of Annual Return
The extract of Annual Return, in format MGT -9, for the Financial Year 2015-16 has been enclosed with this report.
Number of Board Meetings
During the Financial Year 2015-16, 7 (Seven) meetings of the Board of Directors of the company were held. Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2015-16 AOC - 2 is attached with this report.
Explanation To Auditor''s Remarks
The Auditors report is self explanatory and does not contain any qualification, reservation or adverse remark.
Material Changes Affecting the Financial Position of the Company
There is no material changes during the year which affect the financial position of the company.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The details of Energy conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are as mentioned in the Annexure attached with this report.
Details of Subsidiary, Joint Venture or Associates
The Company has no subsidiary and also there is no joint venture agreement with any entity during the year. The name of the associate companies has been mentioned in the balance sheet.
Risk Management Policy
The Board of your company has formulated a risk management policy in connection with the risk that the organization faces in its day to day business such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory etc. The board reviews the policy in regular interval and
Details of Directors and Key Managerial Personnel
During the year Mrs Rachana Agarwal has resigned from the directorship of the company during the year.
Mr Manoj Kumar Agarwal is a director, who is retiring by rotation in the ensuing Annual General Meeting.
Details of significant & material orders passed by the regulators or courts or tribunal
There are no significant and material orders passed by any regulators or courts or tribunal against or in favour of the company during the year.
Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements
The Company has adequate internal financial control with reference to financial statement.
Deposits
The Company has not accepted any deposits during the year.
Receipt of any commission by MD / WTD from a Company
Managing Director or Whole Time Director are not receiving any commission from the Company.
Declaration by Independent Director
The company has received the declaration from all the Independent directors of the company confirming that they meet the criteria of independence as prescribed in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Re-appointment of Independent Auditor
The reappointment of Independent Director is not required in this year.
Secretarial Audit Report
Copy of Secretarial Audit Report issued by a Practicing Company Secretary is attached with this report.
Corporate Social Responsibility (CSR) Policy
The company has incurred some expenditure under the head of Corporate Social Responsibility which is mentioned in the Management Discussion & Analysis Report.
Audit Committee
There is a Audit Committee of the company which has constituted and proper compliance has been done as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details have been mentioned in the Management Discussion and Analysis Report.
Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees
The company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes criteria for performance evaluation of executive and non-executive director.
Nomination & Remuneration Committee Policy
There is a Nomination and Remuneration Committee of the company which has constituted and proper compliance has been done as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Detail has been mentioned in the Management Discussion and Analysis Report.
Disclosure on Establishment of a Vigil Mechanism
The vigil mechanism of the company which also incorporates a whistle blower policy in terms of the Listing Agreement, includes Ethics and Compliance Management comprising senior executives of the company. The whistle blower can inform any irregularity, fraud or violation to Chairman of the Audit committee which will be protected.
Corporate Governance
The details report on Corporate Governance is separately mentioned under the head Report on Corporate Governance after the Management Discussion & Analysis Report.
Managerial Remuneration
According to Section 197(12) of the Companies Act, 2013 and Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 following are the disclosures in detail :
|
|
|
Name of Director |
Category |
Ratio |
|
- |
The ratio of the remuneration of each director to the median remuneration of the employee |
Ashok Gutgutia |
MD |
9.72 |
|
|
of the company for the financial year |
Manoj Kumar Agarwal |
Whole Time Director |
5.55 |
|
- |
The percentage increase in remuneration |
Ashok Gutgutia |
MD |
Nil |
|
|
of each director, CFO, CEO and Company Secretary in the financial year |
Manoj Kumar Agarwal |
WTD |
Nil |
|
|
Ashish Roychowdhury |
CEO |
Nil |
|
|
|
|
Sajjan Kumar Agarwal |
CFO |
17.02% |
|
|
|
S S Panigrahi |
Company Secretary |
33.33% |
|
- |
The percentage increase in the median remuneration of employees in the financial year |
No Increase |
|
|
- |
The number of permanent employee on the rolls of the company |
162 |
|
|
|
Average percentile increase already made in the salaries of Employees other than the managerial personnel in the last Financial year and its comparison with the percentile increase In the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration |
No increment of salary non managerial personnel as well as managerial personnel, but there was a special increment of two managerial personnel because of their performance in the previous year was outstanding and also they were under paid. |
|
|
- |
Remuneration paid to directors and employees as per the remuneration policy of the company. |
||
The disclosure under the Sub Rule 2 of Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014 is not required as no employee''s remuneration is touching or crossing the limit specified in the said rule.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
There is no such instances happened during the year at the work place of the company.
Fraud Reporting (Required by Companies Amendment Bill, 2014)
No case of fraud has been reported to the Audit Committee or Board during the year.
Statutory Auditors
The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have given their consent for reappointment. The Company has received a certificate under Rule 4(1) of the Companies (Audit & Auditors) Rule, 2014 from the Auditors that their appointment, if made, will be in accordance with the limits as specified in section 141(3)(g) of the Companies Act, 2013.
The Board proposes the reappointment of M/s N. K. Agarwal & Co. as statutory auditors of the company based on the recommendation of the Audit Committee to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.
Cost Auditors
As per the provision of Section 148 of the Companies Act, 2013 the Company''s cost records for the year ended 31st March, 2015 are being audited/reviewed by Cost Auditor M/s AS & Associates. The Cost Audit Report for the year ended 31st March, 2015 was filled in accordance with Cost Audit (Report) Rule 2001 within the stipulated time. For the Financial Year 2016-17 the Board of Directors of the Company has appointed M/s AS & Associates, cost auditor to audit the cost records of the company as per the recommendation of the Audit Committee. The remuneration of the of the cost auditor shall be ratified by the shareholders of the company in the ensuing Annual General Meeting.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Annual Report.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit/loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
APPRECIATION
Your Directors express their deep sense of gratitude to the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates and Company''s valued customers and the esteemed Shareholders for the faith they continue to repose in the Company and look forward to their continued support in future.
The Directors also warmly thank all the employee of the Company for their contribution to company''s performance and progress.
For and on behalf of the Board
Place : Kolkata MANOJ KUMAR AGARWAL ASHOK GUTGUTIA
Date : 13.08.2016 Director Vice Chairman and Managing Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 29th Annual Report of
the Company, together with the Audited statement of Accounts for the
financial year ended 31st March 2015.
Financial Highlight (Stand Alone)
During the year under review, performance of your company as under :
(Rs. In Lakhs)
Particulars 2014-15 2013-14
Sales (Net) 8231.54 9335.57
EBDIT 780.83 900.79
Interest 454.20 397.08
Depreciation 154.16 125.31
Profit before Tax 172.47 378.40
Income Tax
-Current Tax 55.60 88.28
-Deferred Tax -0.12 19.63
Profit after Tax 116.99 270.49
Balance brought forward from last year 1218.44 947.95
Earlier Year Adjustment
Balance carried forward to Balance Sheet 1335.43 1218.44
State of Company's Affairs
During the year the sales has been decreased 11.19% compared to
previous years sale and profit after tax has been decreased 56.75%
compared to previous year. Out of total sales trading sale is Rs. 38.79
crore balance sale is cement.
Patratu Project
The 1st phase of production (i.e. grinding unit) has started in May,
2015 which was inaugurated by Chief Minister of Jharkhand on 13th July,
2015. The 2nd phase (i.e. clinker unit) will complete by the end of
this year. Due to escalation of project cost the amount of term loan
for the patratu project has increased from Rs.125.00 crore to Rs.
197.83 crore.
Dividend
The profit for the year is not enough to declare the dividend therefore
your directors do not recommend any dividend for the year ended 31st
March, 2015.
Amount Transferred to Reserve
During the year Rs. 1,16,99,128.21 has been transferred to General
Reserve.
Changes in Share Capital
During the Financial Year 2014-15, the share capital of the Company has
been increased from Rs. 65,13,93,630/- to Rs. 82,55,43,630/- pursuant
to allotment of equity shares on conversion of 17415000 warrants of Rs
10/- each under Preferential allotment.
Extract of Annual Return
The extract of Annual Return, in format MGT -9, for the Financial Year
2014-15 has been enclosed with this report.
Number of Board Meetings
During the Financial Year 2014-15, 7 (seven) meetings of the Board of
Directors of the company were held.
Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act 2013 for the
Financial Year 2014-15 has been mentioned in the notes of account of
the Balance Sheet.
Explanation To Auditor's Remarks
The Auditors report is self explanatory and does not contain any
qualification, reservation or adverse remark.
Material Changes Affecting the Financial Position of the Company
There is no material changes during the year which affect the financial
position of the company, however the first phase of production from the
patratu plant has started in the month of June, 2015
Conservation of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo
The details of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo are as mentioned in the Annexure attached with this
report.
Details of Subsidiary, Joint Venture or Associates
The Company has no subsidiary card also there is o joint venture
agreement with any entry during the year. The name of associate company
has been mentioned in the Balance Sheet.
Risk Management Policy
The Board of your company has formulated a risk management policy in
connection with the risk that the organization faces in its day to day
business such as strategic, financial, credit, market, liquidity,
security, property, IT, legal, regulatory etc. The board reviews the
policy in regular interval and
Details of Directors and Key Managerial Personnel
During the year Mr. Bal Krishan Ladha and Mr. Ansul Agarwal have
resigned from the directorship of the company. Mr. Jagdish Chander
Bhutani and Mrs. Rachana Agarwal have appointed as director of the
company during the year. The Company has promoted Mr Sajjan Kumar
Agarwal from Finance Manager to CFO during the year.
Mr. Prem Prakash Agarwal is a director, who is retiring by rotation in
the ensuing Annual General Meeting.
Details of significant & material orders passed by the regulators or
courts or tribunal
There are no significant and material orders passed by any regulators
or courts or tribunal against or in favour of the company during the
year.
Statement in Respect of Adequacy of Internal Financial Control with
Reference to the Financial Statements
The Company has adequate internal financial control with reference to
financial statement.
Deposits
The Company has not accepted any deposits during the year.
Receipt of any commission by MD / WTD from a Company
Managing Director or Whole Time Director are not receiving any
commission from the Company.
Declaration by Independent Director
The company has received the declaration from all the Independent
directors of the company confirming that they meet the criteria of
independence as prescribed under the Act and clause 49 of the Listing
Agreement with the company.
Re-appointment of Independent Auditor
The reappointment of Independent Director is not required in this year.
Secretarial Audit Report
Copy of Secretarial Audit Report issued by a Practicing Company
Secretary is attached with this report.
Corporate Social Responsibility (CSR) Policy
The company has incurred some expenditure under the head of Corporate
Social Responsibility which is mentioned in the Management Discussion &
Analysis Report.
Audit Committee
There is a Audit Committee of the company which has constituted and
proper compliance has been done as per the Listing Agreement between
the Stock Exchanges and the Company. Details has been mentioned in the
Management Discussion and Analysis Report.
Statement Indicating the Manner in which Formal Annual Evaluation has
been made by the Board of its own Performance, its Directors, and that
of its Committees
The company has devised a policy for performance evaluation of
Independent Directors, Board, Committees and other individual directors
which includes criteria for performance evaluation of executive and
non-executive director.
Nomination & Remuneration Committee Policy
There is a Nomination and Remuneration Committee of the company which
has constituted and proper compliance has been done as per the Listing
Agreement between the Stock Exchanges and the Company. Detail has been
mentioned in the Management Discussion and Analysis Report.
Disclosure on Establishment of a Vigil Mechanism
The vigil mechanism of the company which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes Ethics and
Compliance Management comprising senior executives of the company. The
whistle blower can inform any irregularity, fraud or violation to
Chairman of the Audit committee which will be protected.
Corporate Governance
The details report on Corporate Governance is separately mentioned
under the head Report on Corporate Governance after the Management
Discussion & Analysis Report.
Managerial Remuneration
According to Section 197(12) of the Companies Act, 2013 and Rule 5 of
The Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 following are the disclosures in detail:
* The ratio of the remuneration of each director to the median
remuneration of the employee of the company for the financial year :
* The percentage increase in remuneration of each
director, CFO, CEO and Company Secretary in the : No Increase
financial year
* The percentage increase in the median remuneration
of employees in the financial year : No Increase
* The number of permanent employee on the rolls of : 205
the company
* The relationship between average increase in
remuneration and company performance : No Increase
* The Comparison of the remuneration of the key
managerial personnel against the performance of the : No Increase
company
* Variation in market capitalization : Decreased by 10% compared to
previous year
Price Earning Ratio as on 31.03.2014 : 26.45 31.03.2015 : 61.33
Percentage increase over decrease in the market quotation compared to
IPO rate:
* Comparison of each remuneration of KMP
compared to performance of the company : As per remuneration policy of
the company.
* The key parameters for any variable component of remuneration availed
by the directors: No variable component
* There is no employee who draws salary more than the Managing Director
of the company, who is the highest paid director.
* Remuneration paid to directors and employees as per the remuneration
policy of the company.
The disclosure under the Sub Rule 2 of Rule 5 of The Companies
(Appointment & Remuneration of Managerial Personnel) Rule, 2014 is not
required as no employee's remuneration is touching or crossing the
limit specified in the said rule.
Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
There is no such instances happened during the year at the work place
of the company.
Fraud Reporting (Required by Companies Amendment Bill, 2014)
No case of fraud has been reported to the Audit Committee or Board
during the year.
Statutory Auditors
The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The retiring auditors have given their consent for
re-appointment. The Company has received a certificate under Rule 4(1)
of the Companies (Audit & Auditors) Rule, 2014 from the Auditors that
their appointment, if made, will be in accordance with the limits as
specified in section 141 (3) (g) of the Companies Act, 2013.
The Board proposes the reappointment of M/s N. K. Agarwal & Co. as
statutory auditors of the company based on the recommendation of the
Audit Committee to hold office from the conclusion of the ensuing
Annual General Meeting until the conclusion of the next Annual General
Meeting.
Cost Auditors
As per the provision of Section 148 of the Companies Act, 2013 the
Company's cost records for the year ended March, 2015 are being
audited/ reviewed by Cost Auditor M/s AS & Associates. The Cost Audit
Report for the year ended 31st March, 2014 was filled in accordance
with Cost Audit (Report) Rule 2001 within the stipulated time. For the
Financial Year 2015-16 the Board of Directors of the Company has
appointed M/s AS & Associates, cost auditor to audit the cost records
of the company as per the recommendation of the Audit Committee. The
remuneration of the of the cost auditor shall be ratified by the share
holders of the company in the ensuing Annual General Meeting.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report forming part of the
Directors Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchange, is annexed to this
Annual Report.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your directors confirm that:
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2015 and of the profit /loss of the
Company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
d) the directors had prepared the annual accounts on a going concern
basis;
e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
APPRECIATION
Your Directors express their deep sense of gratitude to the Financial
Institutions, Banks, Government Authorities, dealers, suppliers,
business associates and Company's valued customers and the esteemed
Shareholders for the faith they continue to repose in the Company and
look forward to their continued support in future.
The Directors also warmly thank all the employee of the Company for
their contribution to company's performance and progress.
For and on behalf of the Board
ASHOK GUTGUTIA
Vice Chairman and Managing Director
Place: Kolkata MANOJ KUMAR AGARWAL
Date: 13.08.2015 Director
Mar 31, 2014
Dear Shareholders,
The Directors presents the 28th Annual Report of the Company, together
with the Audited Accounts for the financial year ended 31 st March 2014
Financial Results
The financial results for the year ended 31 st March 2014 are
summarized below:
(Rs. in Lakhs)
2013-2014 2012- 2013
Sales (Net) 9335.57 8891.60
EBDIT 900.79 858.46
Interest 397.08 255.06
Depreciation 125.31 129.38
Profit before Tax 378.40 474.02
Income Tax
Current Tax 88.28 123.85
Deferred Tax 19.63 33.46
Profit after Tax 270.49 316.71
Balance brought forward from last year 947.95 631.24
Earlier Year Adjustment - -
Balance carried forward to Balance Sheet 1218.43 947.95
DIVIDEND :
The profit for the year is not enough to declare the dividend therefore
your directors do not recommend any dividend for the year ended 31st
March, 2014.
RESULT OF OPERATION
The gross sale and other income for the financial year ended 31 st
March 2014 was Rs. 109.06 Crores as against Rs. 105.29 Crore in the
previous year. In 2013-14 the Company has produced 191649.30 M.T
against 174348.3 M.T in the previous year. The effective capacity
utilization was 63.88 against 58.11% in the previous year. Due to
increase in finance cost the profit during the year has affected more
compared to previous year.
PROJECT AT PATRATU
The project at Patratu has been delayed further due to one of the civil
contractor who left the the job in the middle and it took some time
appoint the new civil contractor. However the grinding unit of the
plant is ready and grinding will start after the connection of power
from Damodar Valley Corporation (DVC) is complete. The power connection
from DVC is going on and will complete very shortly. For completion of
the clinkerisation unit it will take another 5-6 months.
PARTICULARS UNDER SECTION 217 OF COMPANIES ACT, 1956
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
With regard to Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo, details are given in Annexure A.
PARTICULARS OF EMPLOYEES
No employees of the companies is covered under section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particular of Employees)
Rules, 1975 made there under.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, the Directors to the best of their knowledge and belief and
according to the information and explanation obtained by them, state
that:
(i) The financial statements are prepared in accordance with the
Accounting Standards issued by Institute of Chartered Accountants of
India and the requirements of the Companies Act, 1956 to the extent
applicable to the Company and there are no material departures from
prescribed accounting standards.
(ii) The Board of Directors accept responsibility for the integrity and
objectivity of these financial statements. The accounting policies used
in the preparation of financial statements have been consistently
applied and reasonable, prudent judgment and estimates are made so as
to give a true and fair view of the state of affairs of your company as
at 31 st March 2014 and of the profit or loss for the financial year
ended 31st March 2014.
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of your company and for
preventing and detecting frauds and other irregularities.
(iv) The annual accounts of your company have been prepared on a going
concern basis.
AUDITORS & AUDITOR''S REPORT
The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The retiring auditors have given their consent for
re-appointment. The Company has received a certificate under section
224(1) of the Companies Act, 1956 from the Auditors that their
appointment, if made, will be in accordance with the limits as
specified in section 224(1) of the Companies Act, 1956.
The Board proposes the reappointment of M/s N. K. Agarwal & Co. as
statutory auditors of the company based on the recommendation of the
Audit Committee to hold office from the conclusion of the ensuing
Annual General Meeting until the conclusion of the next Annual General
Meeting.
The Notes on Accounts referred to in the Auditor''s Report are self
explanatory and, therefore, do not call for any further comments.
COST AUDITOR
As per the provision of Section 148 of the Companies Act, 2013 the
Company''s cost records for the year ended March, 2014 are being
audited/ reviewed by Cost Auditor Mr. Abhimanyu Nayak of M/s Abhimanyu
Nayak & Associates. The Cost Audit Report for the year ended 31 st
March, 2013 was filled in accordance with Cost Audit (Report) Rule 2001
within the stipulated time. For the Financial Year 2014-15 the Board of
Directors of the Company has appointed AS & Associates, cost auditor to
audit the cost records of the company as per the recommendation of the
Audit Committee. The remuneration of the cost auditor shall be ratified
by the share holders of the company in the ensuing Annual General
Meeting.
STATUTORY DISCLOSURE
None of the Directors of the Company are disqualified as per the
provisions of section 164(2) of Companies Act, 2013. The Directors have
made necessary disclosures as required under the various provisions of
the Act.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report forming part of the
Directors Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchange, is annexed to this
Annual Report.
CORPORATE GOVERNANCE
Your Company re-affirms its commitment to the standard of corporate
governance. As per clause 49 of the Listing Agreement with the stock
Exchanges, a separate section on Corporate Governance together with a
certificate from the Auditors of the company confirming the compliance
is set out in the Annexure forming part of this report.
DIRECTORS
Mr. Bal Krishan Ladha who was appointed as an professional director of
the company on 26th January, 2011 has been resigned from the
directorship of the company. The company shall not fill the vacancy
caused by the resignation of Mr. B K Ladha.
Mr. Ansul Agarwal who was appointed as an independent director of the
company on 20th October 2010 has been resigned from the directorship of
the company. The company shall not fill the vacancy caused by the
resignation of Mr. Ansul Agarwal.
Mr. Jagdish Chander Bhutani was appointed as an additional director
with effect from 14th May, 2014 to hold office till the conclusion of
ensuing Annual General Meeting. Notice pursuant to Section 160 of the
Companies Act, 2013 has been received from members proposing Mr.
Jagdish Chander Bhutani for appointment as independent director of your
company.
The Board recommends the above appointment and Resolution seeking your
approval on these items are included in the notice convening the Annual
General Meeting together with brief resume of the directors being
appointed/ reappointed.
APPRECIATION
Your Directors express their deep sense of gratitude to the Financial
Institutions, Banks, Government Authorities, dealers, suppliers,
business associates and Company''s valued customers and the esteemed
Shareholders for the faith they continue to repose in the Company and
look forward to their continued support in future.
The Directors also warmly thank all the employee of the Company for
their contribution to company''s performance and steady progress.
For and on behalf of the Board
MANOJ KUMAR AGARWAL
Director
Place : Kolkata ASHOK GUTGUTIA
Date : 14.08.2014 Vice Chairman and Managing Director
Mar 31, 2013
To The Shareholders,
The Directors have pleasure in presenting the 27th Annual Report and
Audited Accounts of your Company for the year ended 31st March, 2013:
Financial Results :
The financial results for the year ended 31st March 2013 are summarized
below :
(Rs.in Lakhs)
2012- 2013 2011- 2012
Sales (Net) 8375.96 4623.57
EBDIT 858.46 442.86
Interest 255.06 218.61
Depreciation 129.38 72.89
Profit before Tax 474.02 151.36
Income Tax
-Current Tax 123.85 19.51
-Deferred Tax 33.46 29.81
Profit after Tax 316.71 102.04
Balance brought forward from last year 631.24 529.20
Earlier Year Adjustment - -
Balance carried forward to Balance Sheet 947.95 631.24
DIVIDEND :
The profit for the year is not enough to declare the dividend therefore
your directors do not recommend any dividend for the year ended 31st
March, 2013.
RESULT OF OPERATION
The gross sale and other income for the financial year ended 31st March
2013 was Rs. 105.53 Crores as against Rs. 52.77 Crore for the previous
year. Due to better marketing strategies adopted by the management
turnover of the Company has crossed Rs. 100 Crore. In 2012-13 the
Company has produced 174348.3 M.T. against 111260.65 M.T. in the
previous year. The effective capacity utilization was 58.11% against
37.07% in the previous year. Due to increase in cost of power & fuel
and clinker the profit during the year has affected more compared to
previous year. After completion of Patratu project, which is a
integrated plant (Clinkering & Grinding) the cost of clinker will be
reduced than purchase from market.
In our existing plant (cement grinding) at Asansol we are planning for
close circuiting of cement mills which will help us improving our
production capacity as well as efficiency of the plant. As a result our
capacity utilization will be proportionately increased.
With our expansion planning by setting new clinker unit at patratu we
will be expanding further our marketing areas in other states closed to
our patratu plant like Odisha & U.P.
PROJECT AT PATRATU
As per our further business growth /development we have already started
execution of our proposed cement projects (clinkering as well as
grinding). We are executing our cement project of 800 tpd as per our
time bound programme. i.e. cement grinding by the end of December, 2013
and clinkering by the end of May, 2014.
We have already ordered and mobilized various civil constructions,
agencies which is supervised by our own experienced cement
professionals. Construction progress on various structure are going on
as per our schedule. Accordingly we are also bringing all the related
equipments for first installment.
With our experienced and dedicated team we are having confidence of
meeting our target of commissioning the new cement plant as per our
schedule.
PARTICULARS UNDER SECTION 217
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO With regard to Energy Conservation, Technology
Absorption and Foreign Exchange Earnings and Outgo, details are given
in Annex- ure A.
PARTICULARS OF EMPLOYEES
No employees of the companies is covered under section 217(2A) of the
Companies Act, 1956 read with the Companies (Particular of Employees)
Rules, 1975 made there under.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, the Directors to the best of their knowledge and belief and
according to the information and explanation obtained by them, state
that:
(i) The financial statements are prepared in accordance with the
Accounting Standards issued by Institute of Chartered Accoun- tants of
India and the requirements of the Companies Act, 1956 to the extent
applicable to the Company and there are no material departures from
prescribed accounting standards.
(ii) The Board of Directors accept responsibility for the integrity and
objectivity of these financial statements. The accounting poli- cies
used in the preparation of financial statements have been consistently
applied and reasonable, prudent judgment and estimates are made so as
to give a true and fair view of the state of affairs of your company as
at 31st March 2013 and of the profit or loss for the financial year
ended 31st March 2013.
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of your company and for
preventing and detecting frauds and other irregularities.
(iv) The annual accounts of your company have been prepared on a going
concern basis.
AUDITORS & AUDITOR''S REPORT
The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The retiring auditors have given their consent for
re-appointment. The Company has received a certificate under section
224(1) of the Companies Act, 1956 from the Auditors that their
appointment, if made, will be in accordance with the limits as
specified in section 224(1) of the Companies Act, 1956.
The Board proposes the reappointment of M/s N. K. Agarwal & Co. as
statutory auditors of the company based on the recommenda- tion of the
Audit Committee to hold office from the conclusion of the ensuing
Annual General Meeting until the conclusion of the next Annual General
Meeting. The Notes on Accounts referred to in the Auditor''s Report are
self explanatory and, therefore, do not call for any further comments.
COST AUDITOR
As per the provision of Section 233B of the Companies Act, 1956 the
Company''s cost records for the year ended March, 2013 are being
audited/ reviewed by Cost Auditor M/s Baid & Co. The Cost Audit Report
for the year ended 31st March, 2012 was filled in accordance with Cost
Audit (Report) Rule 2001 within the stipulated time.
STATUTORY DISCLOSURE
None of the Directors of the Company are disqualified as per the
provisions of section 274(1)(g) of Companies Act, 1956. The Directors
have made necessary disclosures as required under the various
provisions of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report forming part of the
Directors Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchange, is annexed to this
Annual Report.
CORPORATE GOVERNANCE
Your Company re-affirms its commitment to the standard of corporate
governance. As per clause 49 of the Listing Agreement with the stock
Exchanges, a separate section on Corporate Governance together with a
certificate from the Auditors of the company confirm- ing the
compliance is set out in the Annexure forming part of this report.
DIRECTORS
Mr. Bal Krishan Ladha and Mr. Ansul Agarwal are liable to retire from
office by rotation and being eligible offers themselves for
reappointment.
Mr. Prem Prakash Agarwal was appointed as an additional director with
effect from 9th August, 2013 to hold office till the conclusion of
ensuing Annual General Meeting. Notice pursuant to Section 257 of the
Companies Act, 1956 has been received from members proposting Mr. Prem
Prakash Agarwal for appointment as director of your company.
The Board recommends the above appointment and Resolution seeking your
approval on these items are included in the notice convening the Annual
General Meeting together with brief resume of the directors being
appointed/ reappointed.
APPRECIATION
Your Directors express their deep sense of gratitude to the Financial
Institutions, Banks, Government Authorities, dealers, suppliers,
business associates and Company''s valued customers and the esteemed
Shareholders for the faith they continue to repose in the Company and
look forward to their continued support in future.
The Directors also warmly thank all the employee of the Company for
their contribution to company''s performance and steady progress.
For and on behalf of the Board
MANOJ KUMAR AGARWAL
Director
Place : Kolkata ASHOK GUTGUTIA
Date : 09.08.2013 Vice Chairman and Managing Director
Mar 31, 2012
The Directors presents the 26- Annual Report of the Company, together
with the Audited Accounts for the financial year ended 31st March 2012.
FINANCIAL RESULTS
The financial results for the year ended 31st March 2012 are summarized
below:
(Rs. In Lakhs)
Particulars 2011-12 2010-11
Sales (Net) 4623.57 2738.10
EBDIT 442.86 269.09
Interest 218.61 116.36
Depreciation 72.89 73.40
Profit before Tax 151.36 79.33
Income Tax
æCurrent Tax 19.51 36.86
æ Deferred Tax 29.81 (6.16)
-Fringe Benefit Tax - -
Profit after Tax 102.04 48.63
Balance brought forward from last year 529.20 480.57
Earlier Year Adjustment - -
Balance carried forward to Balance
Sheet 631.24 529.20
DIVIDEND
Due to inadequate profit your directors do not recommend any dividend
for the year ended 31 æ March, 2012.
RESULT OF OPERATION
The Company's performance during the year 2011-12 has improved in terms
of production, sales and profitability. During the year Company
recorded net sales Rs. 46.23 Crores compared to previous years Rs.
27.38 Crore and net profit Rs. 1.02 Crore compared to Rs. 48.63 lacs in
previous year. We are pleased to inform you that we have achieved net
sales of Rs. 46.23 Crore in the Financial Year 2011-12 due to better
marketing strategies adopted by the management. But now we have started
appointing the Dealers across Bihar, Jharkhand and West Bengal. In
recent past we have also taken up Brand Building initiatives of our
product by advertising through Electronic Media i.e T.V and other means
like Hoarding , wall painting etc. We have also introduced incentive
schemes for dealers and started organizing of Masons meet. All these
measures have improved our Brand image and in turn improved sales in
the last financial year 2011 -12. PROJECT AT PATRATU
The Project at Patratu was delayed due to non allotment of lime stone
mines. In September, 2010 Jharkhand State Mineral Development
Corporation had allotted lime stone mines at Benti Bagda. The Company
has already started mining activities and civil work at project site.
The bank finance for the project has been arranged and financial
closure for the project has been achieved. After review of the project
the project cost has been increased to Rs. 197.42 Crore out of which
Rs. 125.00 Crore has to be brought in the form of term loan from Banks
and balance as equity. During the past years company has faced many
hurdles to start the project but now everything is in line and we are
expecting the completion 1sl phase of construction of patratu plant by
the end of financial year 2012-13. PARTICULARS UNDER SECTION 217
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
With regard to Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo, details are given in AnnexureA.
PARTICULARS OF EMPLOYEES
No employees of the companies is covered under section 217(2A) of the
Companies Act, 1956 read with the Companies (Particular of Employees)
Rules, 1975 made there under. AUDITORS & AUDITOR'S REPORT The auditors
M/s. N. K. Agarwal & Co., Chartered Accountant retire at the conclusion
of the ensuing Annual General Meeting and are eligible for
re-appointment. The retiring auditors have given their consent for
re-appointment. The Company has received a certificate under section
224(1) of the Companies Act, 1956 from the Auditors that their
appointment, if made, will be in accordance with the limits as
specified in section 224(1) of the Companies Act, 1956.
The Notes on Accounts referred to in the Auditor's Report are self
explanatory and, therefore, do not call for any further comments.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, the Directors to the best of their knowledge and belief and
according to the information and explanation obtained by them, state
that:
(i) The financial statements are prepared in accordance with the
Accounting Standards issued by Institute of Chartered Accountants of
India and the requirements of the Companies Act, 1956 to the extent
applicable to the Company and there are no material departures from
prescribed accounting standards.
(ii) The Board of Directors accept responsibility for the integrity and
objectivity of these financial statements. The accounting policies used
in the preparation of financial statements have been consistently
applied and reasonable, prudent judgment and estimates are made so as
to give a true and fair view of the state of affairs of your company as
at 31sl March 2012 and of the profit or loss for the financial year
ended318tMarch2012.
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of your company and for
preventing and detecting frauds and other irregularities.
(iv) The annual accounts of your company have been prepared on a going
concern basis.
OUR VISION
To take the company to a new height so that the expectations of
investors, customers and society should be fulfilled.
STATUTORY DISCLOSURE
None of the Directors of the Company are disqualified as per the
provisions of section 274(1 )(g) of Companies Act, 1956. The Directors
have made necessary disclosures as required under the various
provisions of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report forming part of the
Directors Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchange, is annexed to this
Annual Report.
CORPORATE GOVERNANCE
Your Company re-affirms its commitment to the standard of corporate
governance. As per clause 49 of the Listing Agreement with the stock
Exchanges, a separate section on Corporate Governance together with a
certificate from the Auditors of the company confirming the compliance
is set out in the Annexure forming part of this report.
DIRECTORS
Mr. Prem Prakash Sharmaand Manoj Kumar Agarwal are liable to retire
from office by rotation and being eligible offers themselves for
reappointment.
The Board recommends the above appointment and Resolution seeking your
approval on these items are included in the notice convening the Annual
General Meeting together with brief resume of the directors being
appointed/ reappointed.
APPRECIATION
Your Directors wish to place on record and acknowledge their
appreciation for the continued support and valuable co-operation
received from the Financial Institutions, Banks, Government
Authorities, dealers, suppliers, business associates and Company's
valued customers and the esteemed Shareholders for the faith they
continue to repose in the Company.
The Directors also express their gratitude to the 'team of Burnpur
Cement for their significant efforts and collective contribution to
enable the Company maintain steady progress.
Place: Kolkata For and on behalf of the Board
Date : 08.08.2012
ASHOK GUTGUTIA
Vice Chairman and Managing Director
MANOJ KUMAR AGARWAL
Director
Mar 31, 2010
The Directors presents the 24th Annual Report of the Company, together
with the Audited Accounts for the financial year ended 31st March,
2010.
FINANCIAL RESULTS
As a result of the consistently strong growth in demand for cement, the
companys operating result improved as compared to 2008-09, despite the
fact that availability of clinker was a major limiting factor during
the year. The financial results for the year ended 31st March, 2010 are
summarized below:
(Rs. In Lakhs)
Particulars 2009-2010 2008-2009
Sales 3011.04 2167.15
EBDIT 292.48 205.68
Interest 147.95 164.61
Depreciation 73.43 72.60
Profit before Tax 71.09 (31.53)
Income Tax
-Current Tax 13.75 --
-Deferred Tax (9.04) (13.25)
-Fringe Benefit Tax -- 2.08
Profit after Tax 66.39 (20.36)
Balance brought forward from last year 415.64 453.79
Earlier Year Adjustment (1.46) (17.78)
Balance carried forward to Balance Sheet 480.57 415.65
DIVIDEND
Your directors do not recommend any dividend for the year ended 31st
March, 2010.
RESULT OF OPERATION
Company has endeavored to maintain its market position despite
significant internal constraints in terms of clinker availability by
purchasing clinker from outsider as well as maximizing the
profitability ratio without compromising product quality. The company
has produced 14,98,376 bags (weight: 50 Kg. each) of cements during the
year under report.
Cement is a seasonal product. First there was the global downturn but
when there were sign of recovery a poor monsoon is threatening to down
the real estate and infrastructure sector, thus hampering cement sales.
Buoyant demand from the infrastructure space and individual home
builders in rural and semi-urban regions of the country has made the
cement industry hit double-digit growth in 2009-10, after a gap of
three years. The road ahead for cement industry in the new fiscal may
not be as smooth as it was in 2009-10, with rising manufacturing cost
and supply exceeding demand. The fall-out, which is likely to be felt
more acutely once the peak period of cement consumption ends with the
onset of the monsoon, is squeezed margins given the cut-throat
competition. Prices of cement are softening in some markets as
anticipated because of increasing supply. As production from recently
added capacities utilisation increases they could decline further.
There has been a slowdown in demand for cement in the northern and
eastern region. The cost of manufacturing cement has escalated by Rs 20
for a 50 kg bag with the rise in input and freight costs in recent
times. The profitability of most producers would thus come down further
in 2010 from the high seen in mid-2009 as coal and freight costs have
risen. The year saw consistently robust demand through the year which
helped cement makers raise the prices too. Currently, the average
national price of a 50 kg bag of cement is in the range of Rs 245-250.
Despite facing many obstacles the Company has increased its turnover to
30.11 crores. The companys profit after tax is 66.39 lacs after
adjustment of previous years loss during the year under report.
PROJECT AT PATRATU
The Project at Patratu is now under work in progress. However the
project has been completed to the some extent but the completion of the
project has been delayed due to the following reasons. First: Delay in
Registration of Land. The Company applied for lease hold land to the
appropriate authority at Ranchi Industrial Area Development Authority
(RIADA), Government of Jharkhand and the said authority allotted the
land in favour of the Company on 24.06.2006 and the possession of the
land was given to the Company on 06.07.2006. However the Company
couldnt get the land registered in its favour before 30.03.2009 due to
administrative delay. Second : Non allotment of mining lease. To meet
the requirement of limestone, the Company has entered in to a joint
venture agreement with M/s Pandya Minerals however due to the
construction of railway line, that particular area has been come under
safe zone as declared by the Govt. of Jharkhand and as per the mining
rule blasting cannot be allowed in any safe zone, so joint venture
agreement with M/s Pandya Minerals could not serve our purpose for
requirement of limestone however the company is exploring alternative
method of mining in this area so that production can be done without
blasting. The Company has also signed a Memorandum of Understanding
with the Govt. of Jharkhand. And on the basis of MOU, the Company has
already made an application to the Govt. of Jharkhand, District Mining
Office, Hazaribag for allotment of mining lease in favour of the
Company. The Govt. of Jharkhand has not yet allotted any mining lease
in favour of the Company. We are trying our best to get mining lease
allotted in our favour and to complete the project as early as
possible. Third : Back out of Bank of India from Consortium finance.
At last The Directors of the company are trying hard to persuade the
State Govt. Authority to get the lime stone mines on lease as early as
possible and after the allocation of mines to the company the project
will start without any further delay.
PARTICULARS UNDER SECTION 217
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
With regard to Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo, details are given in Annexure A.
PARTICULARS OF EMPLOYEES
No employees of the companies is covered under section 217(2A) of the
Companies Act, 1956 read with the Companies (Particular of Employees)
Rules, 1975 made there under.
AUDITORS & AUDITORS REPORT
The Auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The retiring auditors have given their consent for
re-appointment. The Company has received a certificate under section
224(1) of the Companies Act, 1956 from the Auditors that their
appointment, if made, will be in accordance with the limits as
specified in section 224(1) of the Companies Act, 1956.
The Notes on Accounts referred to in the Auditors Report are self
explanatory and, therefore, do not call for any further comments.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, the Directors to the best of their knowledge and belief and
according to the information and explanation obtained by them, state
that:
i) In the preparation of the Annual Accounts, applicable Accounting
Standards have been followed and there are no material departures;
ii) The accounting policies have been consistently applied and
reasonable, prudent judgment and estimates are made so as to give a
true and fair view of the state of affairs of your company as at 31st
March, 2010 and of the profit for the financial year ended 31st March,
2010.
iii)Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of your company and for
preventing and detecting frauds and other irregularities.
iv)The annual accounts of your company have been prepared on a going
concern basis.
OUR VISION
To be a company that fulfills the expectation of its investors,
customers and society.
STATUTORY DISCLOSURE
None of the Directors of the Company are disqualified as per the
provisions of section 274(1)(g) of Companies Act, 1956. The Directors
have made necessary disclosures as required under the various
provisions of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report forming part of the
Directors Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchange, is annexed to this
Annual Report.
CORPORATE GOVERNANCE
Your Company re-affirms its commitment to the standard of corporate
governance. As per clause 49 of the Listing Agreement with the stock
Exchanges, a separate section on Corporate Governance together with a
certificate from the Auditors of the company confirming the compliance
is set out in the Annexure forming part of this report.
DIRECTORS
Mrs. Shashi Gutgutia will retire by rotation and though being eligible
for re-appointment has requested to be relieved from Directorship. Mr.
Abdul Kalam retire from office by rotation and being eligible offers
himself for reappointment.
Mr. Manoj Kumar Agarwal was appointed as an additional director with
effect from 30th July, 2010 to hold office till the conclusion of
ensuing Annual General Meeting. Notice pursuant to Section 257 of the
Companies Act, 1956 has been received from a member proposing Mr. Manoj
Kumar Agarwal for appointment as director of your company.
The Board recommends the above appointments Resolutions seeking your
approval on these items are included in the notice convening the Annual
General Meeting together with brief resume of the directors being
appointed/reappointed.
Mr. Prabha Shankar Mishra has been resigned from directorship of the
company due to his personal reason.
APPRECIATION
Your Directors would like to record its appreciation for the
cooperation and support received from its employees, Government
Agencies, Central Government & State Government, Dealers and
Distributors, Market organizers, suppliers, Contractors, Banks, Share
Holders and all who have directly or indirectly contributed in success
of your Company.
For and on behalf of the Board
Date : 30th July, 2010
ASHOK GUTGUTIA
Place : Kolkata
Vice Chairman and Managing Director
KAILASH PRASAD AGARWAL
Executive Director
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