TO THE SHAREHOLDERS
Your Directors are pleased to present the Annual Report of your Company and theCompanys Audited Financial Statements for the financial year ended 31 March 2016.
| || ||(Rs. in lacs) |
| ||Year ended 31st March 2016 ||Year ended 31st March 2015 |
|Profit before Finance Cost Depreciation and Tax ||794.38 ||1147.32 |
|Finance Cost ||1273.40 ||1234.66 |
|Depreciation and Amortisation ||513.17 ||561.34 |
|Loss Before Tax ||(992.19) ||(648.68) |
|Provision for Tax: || || |
|- Current Tax / MAT ||- ||2.40 |
|- Tax for prior years ||- ||(7.32) |
|- Deferred Tax (Asset) ||(449.52) ||(230.47) |
|Loss After Tax ||(542.67) ||(413.29) |
|Profit/(Loss)Brought Forward from Previous Years ||(407.09) ||6.20 |
|Loss Carried over ||(949.76) ||(407.09) |
In view of loss your Directors do not recommend any dividend on 2% Preference Sharesand on Equity Shares.
Sales / Income from operation was Rs. 216.16 Crores compared to Rs. 301.78 Crores inthe previous year and the decline was mainly because of curtailment of production due toacute shortage of raw Jute leading to abnormally high raw jute prices. Production &sales also suffered because of temporary suspension of work at Anglo India Jute Mill(Middle Mill) from 26.05.15 to 13.09.15 Yarn Unit Rishra since 20.06.15 till dateWellington Jute Mill since 26.03.16 till date and Weaving Unit Rishra since 23.05.15 tilldate. Export sales were at Rs. 49.74 Crores as against Rs. 60.80 Crores in previous year.Incidentally due to shortage and high raw jute prices working was affected mostly in allmills. Mills adopted different methods of adjusting their production i.e. working 4 or 5days / week running 2 shifts / day etc. Overall operating performance was adverselyaffected for the reasons mentioned in the Management Discussion and Analysis Reportannexed hereto.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There have been no change in the nature of business of the Company
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
As approved by way of special Resolution passed by share holders on 14.03.2014 by wayof Postal Ballot the Company sold its Anglo India Jute Mill (Middle Mill) located atJagatdal Dist. 24 Parganas (North) West Bengal w.e.f 01.05.2016 to M/S. P & ADistilleries Private Limited. (subsequently name changed to Anglo India Jute & TextileIndustries Private Limited w.e.f. 14.05.2016).
RISK MANAGEMENT FRAMEWORK
Your company has a Risk Management Framework approved by the Board of Directors. TheRisk Management Framework provides the mechanism for risk assessment and its mitigation.The Risk Management framework is being periodically reviewed by the Audit Committee andthe Board of Directors.
DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN IN WORKPLACE
The Company has received no complaints from any women employee during the yearregarding Sexual Harassment of Women in Workplace (Prevention Prohibition & Redressal)Act 2013.
PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration of Rs. 60 lacs or more per annumduring the year as required under Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
CHANGES IN KEY MANAGERIAL PERSONNEL COMPANY SECRETARY
During the year on resignation of Mr. Swaroop Saha from 30th May 2015 Mr.Sandip Mandhana was appointed as the Company Secretary and Compliance Officer from 01stJune 2015. Subsequently on resignation of Mr. Sandip Mandhana from 31stJanuary 2016 Mr. Binod Kumar Chowdhury Sr. General Manager (Accounts) of the Company wasappointed as the Company Secretary and Compliance Officer from 01st April2016.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
Under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 particulars regarding conservation of energy technology absorptionand foreign exchange earnings and outgo are set out in a separate statement attached tothis report and forms part of it.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri D. J. Wadhwa Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible offers himself for reappointment.
The company has received declarations from all the independent directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and Regulation 16 (b) of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations")
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given as Annexure Iof this Report.
At the 97th Annual General Meeting held on 14th August 2015 the membershad appointed M/s D. P. Sen & Co. Chartered Accountants having registration number301054E as the Statutory Auditors of the Company till the conclusion of the next AnnualGeneral Meeting.
The Company has received a consent letter from M/s D. P. Sen & Co. CharteredAccountants to the effect that their appointment if made at the ensuing AGM would be interms of Sections 139 and 141 of the Companies Act 2013 and the rules made thereunder.The Board proposes to appoint M/s D. P. Sen & Co. Chartered Accountants as theStatutory Auditors of the Company from the conclusion of ensuing 98th AGM tillconclusion of 99th AGM.
M/s N Radhakrishnan & Co Cost Accountants has been appointed as Cost Auditor forauditing the cost accounts of the Company for the year ended 31 March 2017 by the Board ofDirectors. The remuneration proposed to be paid to the Cost Auditor requires ratificationof the shareholders of the Company. In view of this your ratification for payment ofremuneration to the Cost auditor is being sought at the ensuing Annual General Meeting.
M/s N. Radhakrishnan & Co. Cost Accountants has given his consent to act as CostAuditor of the Company confirming that his appointment is within the limits of Section 139and certified that he is free from any disqualifications specified under Section 148(5)and all other applicable provisions of the Companies Act 2013.
The Cost Audit Report for the year 2014-15 has been filed with the Ministry ofCorporate Affairs within the due date of filing.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationreceived from the day to day operating management your Directors make the followingstatements pursuant to Sub-Section (5) of Section 134 of the Companies Act 2013:
a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) that the Directors have prepared the annual accounts for the financial year ended31st March 2016 on a going concern basis;
e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and;
f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively;
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is annexed as Annexure II.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport submitted by M/s K. Arun & Co. Company Secretaries is enclosed as part ofthis report as Annexure III.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONRESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN HIS REPORT AND BY THE COMPANYSECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT
Qualified opinion by the Statutory Auditors in their Report have been adequately dealtwith in the Note 44 of the Accounts which is explained hereunder.
"The Company is providing Gratuity Liability on accrual basis for all its unitsand only in respect of one unit i.e. Jagatdal it was accounted for on cash basis for theintervening period of 1996-97 to 2006-07 as explained in Note No.44 to the Accounts.However this qualification will not appear from Annual Accounts of current FY 2016-17onwards as the Unit for which this qualification was appearing has been hived off to thenew buyer w.e.f. 01.05.2016 with all its Gratuity Liability both past & future."
The Secretarial Auditor have not given any qualification reservation or adverse remarkor disclaimer in their Audit Report.
The Cost Auditor has not given any qualification reservation or adverse remark ordisclaimer in their Audit Report.
MEETINGS OF THE BOARD
Four Meetings of the Board of Directors were held during the year. For further detailsplease refer to report on Corporate Governance annexed in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 and the Accounting Standard (AS21) theConsolidated Financial Statement is provided in the Annual Report.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a companys subsidiary i.e. ChampdanyConstruction Ltd is presented in a separate section in Form AOC 1 as Annexure IV.
LISTING WITH THE STOCK EXCHANGES
The Companys shares are listed on the Bombay Stock Exchange and National StockExchange and annual listing fees for financial year 2016-17 has been paid to the BSE andNSE.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant & Material Orders relating to settlement of tax liabilitiesoperation of patent rights depression in market value of investments institution ofcases by or against the company sale or purchase of capital assets or destruction of anyassets etc. were passed by the Regulators for or against the Company during the financialyear ended 31st March 2016.
INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has Internal Financial Control system commensurate with the size scale andcomplexity of its operations. The system encompasses the major processes to ensurereliability of financial reporting compliance with policies procedures laws andregulations safeguarding of assets and economical and efficient use of resources.
The internal Auditors continuously monitor the efficacy of Internal Financial Controlsystem with the objective of providing to the Audit Committee and the Board of Directorsan independent objective and reasonable assurance on the adequacy and effectiveness ofthe Companys risk management with regard to the Internal financial Control system.
The Audit Committee meets regularly to review reports submitted by the InternalAuditors. The Audit Committee also meet the Companys Statutory Auditors to ascertaintheir views on the financial statements including the financial reporting system andcompliance to accounting policies and procedures followed by the Company. In order tostrengthen further our existing internal financial control system the Company has engagedErnst & Young to study and suggest improvements in our system.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
During the year the Company has not given any loans provided any guarantees or madeany investments as covered under Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES
During the financial year the Company had not entered into any contract / arrangement/ transactions with related parties which are materially significant.
All contracts/transactions/arrangements entered by the Company with Related partiesduring the financial year were in the ordinary course of business and on arms lengthbasis and the provisions of Section 188 are not attracted. Thus disclosure in Form AOC-2is not required.
PREVENTION OF INSIDERS TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations 1992 andits subsequent Amendments in 2008 and 2015 the Company has adopted a model Code ofConduct for prevention of Insider Trading in the shares and securities of the Company. TheCode inter alia prohibits purchase sale of the shares of the Company by the DirectorsOfficers and Designated Employees while in possession of the unpublished price sensitiveinformation in relation to the Company. The Company secretary is the Compliance Officerfor the purpose of these Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and Analysis Report for the year under review as stipulated underRegulation 34 of
the Listing Regulations is presented in a separate section forming part of this AnnualReport
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and aCertificate from the Auditors of the Company certifying compliance with the conditions ofCorporate Governance are attached hereto and form part of the Directors Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Companys policy requires the conduct of all operations in suchmanner so as to ensure safety of all concerned compliance of statutory and industrialrequirements for environment protection and conservation of natural resources to theextent possible.
Industrial Relations in all units and branches of the Company remained generallycordial and peaceful throughout the year except Units under suspension of work etc. asmentioned in Management Discussion & Analysis Report annexed herewith.
Your Directors take this opportunity to place on record their appreciation of thecontinuous support encouragement and co-operation received from the Companysbankers the Government of West Bengal customers employees shareholders and otherbusiness associates.
| ||On Behalf of the Board |
|Place: Kolkata ||B. Wadhwa ||Directors |
|Dated: 14th June2016 ||N. Pujara || |