The Board of Directors presents 22nd Annual Report and the Audited Financial Results ofthe Company for the year ended 31st March 2015.
|FINANCIAL RESULTS || ||(Rs. in lacs) |
|Particulars ||2014-15 ||2013-14 |
|Total Income ||1735.30 ||1896.62 |
|Total Expenditure ||1644.02 ||1645.34 |
|Profit before Interest Depreciation and Tax ||91.28 ||251.28 |
|Less : (1) Finance Cost ||183.30 ||185.80 |
|(2) Depreciation ||52.10 ||62.19 |
|Profit/(Loss) before Tax ||(144.12) ||3.29 |
|Provision for Tax ||65.48 ||1.41 |
|Profit/(Loss) for the year ||(78.64) ||1.88 |
|Amount brought forward ||450.28 ||448.40 |
|Depreciation amortised ||(67.71) || |
|Amount carried to Balance Sheet ||303.93 ||450.28 |
REVIEW OF OPERATIONS
During the year under review owing to general sluggishness in steel and coke sectorthe volume of sales and realization have been adversely affected. The Company has earnedtotal income of Rs.1735.30 lacs as against Rs.1896.62 lacs registered in the previousyear. The Company has incurred a loss after tax of Rs. 78.63 lacs as against profit aftertax of Rs. 1.88 lacs in the previous year.
In view of the losses incurred during the year your directors do not recommend anydividend.
As required under Clause 49 of the Listing Agreement with the Stock Exchange a reporton the Corporate Governance along with Certificate of the Auditors and a Report onManagement Discussion and Analysis are annexed and forms part of this Annual Report.
Appointment of Independent Directors :
Mr. Alok Sawa and Mr. Abhishek Chhapolika have been appointed on the Board of theCompany as Independent Director for a period of 5 years upto 31st March 2019. TheIndependent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.
Appointment of Additional Director:
The Board has appointed Mrs. Vibha Tulsyan as an additional director w.e.f. 30.03.2015to hold office upto the conclusion of the ensuing Annual General Meeting. Mrs. VibhaTulsyan being eligible offers herself for re-appointment.
Resignation of Directors:
During the year under review Mr. Vimal Kumar Tulsyan Mr. Sanjeev Kumar Tulsyan Mr.Rajiv Tulsyan Mr. Binod Kumar Singh Mr. Nawal Kishore Singh Mr. Swapan De Choudhurihave resigned from the Board of Directors of the Company w.e.f.
Number of Board Meetings held :
The Board of Directors duly met eight times on 30.05.2014 30.07.2014 26.08.201412.11.201420.11.2014 11.01.2015 14.02.2015 31.03.2015.
The Company has not accepted or renewed any Public Deposits as defined underprovisions of Chapter V of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm and statethat:
a) in the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
b) they have selected such accounting policies and applied them consistently and madejudgments
and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the year ended 31st March 2015 and of thelosses of the company for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
The Audit Committee comprises of Mr. Abhishek Chhapolika - Chairman Mr. Alok Sawa andMr. Prashant Tulsyan as Members. The committee periodically discusses with the StatutoryAuditors about the internal control system the scope of audit and reviews the financialstatements before submission thereof to the Board and ensures compliance of internalcontrol system apart from considering any reference made to it by the Board of Directors.
M/s Agarwal Khemka & Associates Chartered Accountants retires as StatutoryAuditors of the Company at the ensuing Annual General Meeting and are eligible forre-appointment. As required under Section 139 of the Companies Act 2013 the Company hasreceived a written confirmation from them to the effect that their reappointment if madewould be subject to the conditions as prescribed under Rule 4 of the Companies (Audit andAuditors) Rules 2014 and that they are not disqualified from being appointed as StatutoryAuditors of the Company.
The observations of the Auditors in their Report read with relevant notes on theAccounts as annexed are self explanatory and they do not call for further explanation inthis Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 relating to the corporatesocial responsibility are not applicable as the Company does not fall in any of thecriteria mentioned in that Section.
SECRETARIAL AUDIT REPORT
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Mr. Rajarshi Ghosh Company Secretary in Practice isannexed herewith as Annexure - A.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.
RISK MANAGEMENT POLICY
Board of Directors have formulated and implemented a risk management policy for thecompany. The Board has been addressing various risks impacting the Company includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the company.
In pursuance to the provisions of Section 177 (9) & (10) of the Companies Act 2013and provisions of the Listing Agreement a Vigil Mechanism Policy for directors andemployees to report genuine concerns has been established.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION ETC.
The Nomination and Remuneration Committee of the Company has framed a suitable policyon Directors' appointment which identifies the qualifications positive attributesindependence of the Directors. The Committee has also recommended to the Board a Policy onremuneration for the Directors Key Managerial Personnel and other employees.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
A. Conservation of Energy : The Coke Ovens are designed in such a way that considerableamount of energy is saved.
B. Technology Absorption : The present technology used in manufacturing process isIndigenous. The Company has not carried out any research and development activities duringthe year.
C. The foreign exchange earnings and outgo : Nil
RELATED PARTY TRANSACTIONS
Related Party Transactions that were entered during the financial year were on an armslength basis and were in the ordinary course of business. The Company has not entered intomaterial related party which require disclosures under the provisions of the CompaniesAct 2013 and the listing agreement.
LOANS GUARANTEES AND INVESTMENT
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Directors place on record their gratitude to the bankers media Government andother agencies for their assistance cooperation and encouragement extended to theCompany. The Directors also wish to place on record their sincere thanks and appreciationfor the continuing support and unstinted efforts of investors and employees during theyear under review.
| ||By Order of the Board |
| ||For AUROMA COKE LIMITED |
|Place : Kolkata ||Prashant Tulsyan |
|Dated : 30th May 2015 ||Whole-time Director |
Annexure - A
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
To the Members AUROMA COKE LIMITED
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Auroma Coke Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on my verification of the Company's bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on31st March 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to provisions of :
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (Rs.SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andexchange Board of India Act 1992 (SEBI Act)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares &Takeovers) Regulations 2011.
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992.
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009
(d) The Securities and Exchange Board of India (Employees Stock Option Scheme andEmployees Stock Option Purchase Scheme) Guidelines 1999.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities(Regulations 2008
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993.
(g) The Securities and Exchange Board of India (De-listing of Equity Shares)Regulations 2009.
(h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations1998.
(vi) All other statutes and laws as may be applicable specifically to the company.
I have also examined compliance with the applicable clauses of the following
i) Secretarial Standards issued by the Institute of company Secretaries of India
ii) The listing agreement entered into by the Company with BSE Ltd. during the yearunder review the Company has complied with the provisions of the Act Rules RegulationsGuidelines Standards etc. mentioned above to the extent they are applicable. As reportedby the management the Company could not appoint Chief Financial Officer and CompanySecretary as per the Companies Act 2013.
I further report that :-
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views arecaptured and recorded as part of the minutes. constituted
I further report that there are adequate systems and processes in the companycommensurate with its size and operations to monitor and ensure compliance with applicablelaws rules regulations and guidelines.
|Place : Kolkata ||Rajarshi Ghosh |
|Date : 30th May 2015 ||C P No.:8921 |