TO THE SHAREHOLDERS
Your Directors are pleased to present the Annual Report of your Company and the CompanysAudited Financial Statements for the financial year ended 31 March 2017.
| || ||(Rs. in lacs) |
| ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Profit before Finance Cost Depreciation and Tax ||638.07 ||794.38 |
|Finance Cost ||1152.45 ||1273.40 |
|Depreciation and Amortisation ||406.05 ||513.17 |
|Loss Before Tax ||(920.43) ||(992.19) |
|Provision for Tax: || || |
|-Deferred Tax (Asset) ||343.79 ||(449.52) |
|Loss After Tax ||(576.64) ||(542.67) |
|Loss Brought Forward from Previous Years ||(949.76) ||(407.09) |
|Loss Carried over ||(1526.40) ||(949.76) |
In view of loss your Directors do not recommend any dividend on 2% Preference Sharesand on Equity Shares.
Sales/Income from operation was Rs. 106.62 crore compared to Rs. 216.65 crore in theprevious year. Production was 7250 MT compared to 18820 MT in the previous year. Declinein sales and production was mainly due to temporary suspension of work at the Company'smain unit i.e. Wellington Jute Mill (WJM) Rishra from 26 March 2016 to 16 September2016 and also on account of sale of Anglo-India Jute Mill (Middle Mill) at Jagatdal w.e.f.1 May 2016. Temporary suspension of work at Wellington Jute Mill had to be declared dueto acute raw jute shortage in the 1st half of the year under review which also affectedthe entire Jute Industry and also on account of low productivity at the unit compared toIndustry norms. On reopening of WJM from 17 September 2016 production started in phasesafter cleaning and overhauling operations. Exports sales was at Rs 32.32 crore as againstRs. 49.74 crore in the previous year. Lower export sales also was due to the reasonsmentioned herein above. Management Discussion and Analysis Report which is annexed andpart of this Report covers further details on performance.
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
There is no such material event after the date of financial statements.
RISK MANAGEMENT FRAMEWORK
Your company has a Risk Management Framework approved by the Board of Directors. 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 woman 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 MANAGING DIRECTOR
Tenure of Mr. Nirmal Pujara as Managing Director is valid upto 31 December 2017. Boardof Director on recommendation of Nomination and Remuneration Committee has approved forreappointment of Mr. N Pujara as Managing Director for a further period of 5 years from 1January 2018 subject to approval of share holders or such other authorities asapplicable at a remuneration as set out in the Resolution/ Explanatory statement of theNotice of ensuing AGM.
With effect from 25 July 2016 Mr. Binaya Kumar Dash was appointed as Company Secretaryand Compliance Officer in place of Mr. Binod Kumar Chowdhury who was working as Sr.General Manager (Accounts) with additional responsibility of Company Secretary andCompliance Officer. Subsequently on resignation of Mr. Binaya Kumar Dash from 12 February2017 Mr. Binod Kumar Chowdhury was appointed as the Company Secretary and ComplianceOfficer with effect from 27th May 2017.
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 Mr. Bhushan Wadhwa Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.
Tenure of Mr. S M Palia Mr. Harbhajan Singh Dr. G Goswami Dr. B Sen and Mr. N Das asIndependent Director is valid upto the ensuing Annual General Meeting. Dr. G Goswami Mr.S M Palia and Mr. Harbhajan Singh has given their consent for a further period of 5 yearsOne Year and One Year respectively as Independent Director of the Company for which thenecessary resolutions are proposed in the notice of the ensuing AGM.
The Company has received declaration from all independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and Regulation 16 (b) of Securities and Exchange Board of India (Listingobligations and Disclosure Requirements) Regulations 2015.
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.
In terms of Section 139 of the Companies Act 2013 the Company is required to appoint anew Auditor from the conclusion the ensuing Annual General Meeting as the existing AuditorM/s D. P Sen & Co Chartered Accountants will be completing the tenure of 10 years atthe ensuing Annual General Meeting and as per the provision of the Companies Act 2013 anew Auditor is to be appointed. Accordingly on the recommendation of Audit Committee M/s GBasu & Co. Chartered Accountants Kolkata is proposed to be appointed as StatutoryAuditors of the Company from the conclusion of ensuing Annual General Meeting till theconclusion of 104th Annual General Meeting for which necessary resolution is beingincluded in the notice of AGM for approval by the share holders.
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 2018 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 disqualification specified under Section 148(5) andall other applicable provisions of the Companies Act 2013.
The Cost Audit Report for the year 2015-16 has been filed with the Ministry ofCorporate Affairs on 27 January 2017 as against due date of 27/09/2016. Delay in fillingthe Cost Audit Report was on account of temporary suspension of work at the Company's mainmanufacturing unit. i.e. Wellington Jute Mill Rishra for the period from 26 March 2016to 16 September 2016 since necessary cost accounting records could not be accessedduring the closure period the required cost data was complied and audited on re-openingof the unit and the Cost Audit Report submitted thereafter.
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 SubSection (5) of Section 134 of the Companies Act 2013:
a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 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 2017 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.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN HIS REPORT AND BY THE COMPANYSECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT
The Statutory Auditor has not given any qualification reservation or adverse remark ordisclaimer in their Audit Report.
The Secretarial Auditor has 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
Five 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 ? of Section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary i.e. ChampdanyConstruction Ltd is presented in a separate section in Form AOC 1 as Annexure IV.
LISTING WITH THE STOCK EXCHANGES
The Company's shares are listed on the Bombay Stock Exchange and National StockExchange and annual listing fees for financial year 2017-18 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 2017.
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 Company's 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 Company's StatutoryAuditors to ascertain theirviews on the financial statements including the financial reporting system and complianceto accounting policies and procedures followed by the Company. In order to strengthenfurther our existing internal financial control system the Company has engaged Ernst& Young to study and suggest improvements in our system.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES 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 arm's ?engthbasis and the provisions of Section 188 are not attracted. Thus disclosure in Form AOC-2is not required.
PREVENTION OF INSIDER'S 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 partof this Annual Report
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 Company's policy requires the conduct of all operations in such manner soas to ensure safety of all concerned compliance of statutory and industrial requirementsfor environment protection and conservation of natural resources to the extent 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 Company's bankersthe Government of West Bengal customers employees shareholders and other businessassociates.
| ||On Behalf of the Board |
|Place: Kolkata ||B Wadhwa |
|Dated: 27th May 2017 ||N Pujara |
| ||Directors |