A Oneindia Venture

Directors Report of Burnpur Cement Ltd.

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.

FINANCIAL HIGHLIGHTS (STANDALONE)

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)

TRANSFER TO RESERVE

During the year under review the Company has incurred losses, therefore, no fund is available to transfer into reserve.

DIVIDEND

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.

STATE OF COMPANY''S AFFAIRS

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.

CHANGE IN THE NATURE OF BUSINESS

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'').

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

During the year under review, the Company has no Subsidiary, Joint Venture or Associate.

DEPOSITS

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

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.

SHARE CAPITAL

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.

ANNUAL RETURN

The Annual Returns of the company has been placed on the Company''s website at www.burnpurcement.com.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND

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).

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 A” attached with this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussions & Analysis Report forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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.

b) Appointment / Re-appointment of Directors

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.

c) Appointment / Resignation of Key Managerial Personnel

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.

DECLARATION BY INDEPENDENT DIRECTOR

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

BOARD EVALUATION

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.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

NUMBER OF BOARD MEETINGS

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.

COMMITTEES OF THE BOARD

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

AUDIT 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.

STAKEHOLDERS RELATIONSHIP 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.

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. The Nomination and Remuneration Policy of the Company is posted on the website of the Company at www.burnpurcement.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 LOANS, GUARANTEES OR INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 “Annexure B” 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.

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 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 ‘C'' which is self-explanatory. The said Report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE

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.

WTD & CFO CERTIFICATION

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.

RISK MANAGEMENT

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.

STATUTORY DUES

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.

DETAILS OF APPLICATION / PROCEEDING PENDING UNDER THE IBC, 2016

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.

DETAILS OF THE DIFFERENCE BETWEEN OTS AMOUNT AND LOAN AMOUNT

No such settlement has been done during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide safe and conducive work environment to its employees and has formulated “Policy for Prevention of Sexual Harassment” 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.

FRAUD REPORTING

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.

COST AUDITORS

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.

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 employees of the Company for their contribution to the company''s performance and progress.

For and on behalf of the Board

Place : Kolkata Indrajeet Kumar Tiwary Ritesh Aggarwal

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

¦Current Tax 19.51 36.86

¦ 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 ¦ 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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