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Andrew Yule & Company Ltd.

BSE: 526173 Sector: Others
NSE: ANDREWYULE ISIN Code: INE449C01025
BSE 11:10 | 29 Oct 12.31 0.07
(0.57%)
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12.69

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12.70

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12.02

NSE 05:30 | 01 Jan Andrew Yule & Company Ltd
OPEN 12.69
PREVIOUS CLOSE 12.24
VOLUME 15145
52-Week high 18.00
52-Week low 6.04
P/E
Mkt Cap.(Rs cr) 602
Buy Price 12.32
Buy Qty 100.00
Sell Price 12.55
Sell Qty 100.00
OPEN 12.69
CLOSE 12.24
VOLUME 15145
52-Week high 18.00
52-Week low 6.04
P/E
Mkt Cap.(Rs cr) 602
Buy Price 12.32
Buy Qty 100.00
Sell Price 12.55
Sell Qty 100.00

Andrew Yule & Company Ltd. (ANDREWYULE) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the 71st Annual Report on the operations of the Company together with the Auditor's Report and Audited Financial Statements for the year ended 31st March 2019:

1 FINANCIAL HIGHLIGHTS

Particulars

Standalone

Consolidated

2018-192017-182018-192017-18
Revenue from Operations and other Operational Income31115.6036150.2731151.3837027.85
Other Income4144.722763.234118.702779.23
Total Revenue35260.3238913.5035270.0839807.08
Total Expenses34209.2036556.1834373.4037807.41
Profit/(Loss) before Tax1051.122357.33739.951999.69
Less: Tax Expenses180.93645.73178.75642.70
Profit/(Loss) after Tax870.191711.60561.201356.97
Add: Group Share of ProfitZ(Loss)----876.34
Profit/(Loss) for the period870.191711.59561.202233.33
Other Comprehensive Income (after tax)(-)733.19205.75(-(730.77236.69
Total Comprehensive Income for the period136.991917.34169.572470.01
Profit & Loss: Balance brought forward from the previous year5973.454644.5822581.1320699.69
Add: Profit for the period870.191711.59561.202233.32
Add: Other Comprehensive Income (net of Tax)(-J733.19205.75(-)730.77236.69
Profit available for Appropriation6110.456561.9222411.5623169.70
Less: Dividend and Dividend Tax & Other adjustments235.40588.48224.58588.37
Profit & Loss: Balance to be carried forward5875.055973.4422186.9822581.33

The Financial Statements for the year ended 31 st March 2019 have been prepared in accordance with the Indian Accounting Standards (IND-AS) notified under Section 133 of the Companies Act 2013 read with Companies (Accounts) Rules 2014. The Financial Statements for the year ended 31 st March 2018 have been restated in accordance with IND AS for comparative information.

2 FINANCIAL PERFORMANCE

Standalone Financial Results:

During the year ended 31 st March 2019 your Company earned total revenue of Rs.352.60 crores as against Rs.389.14 crores in 2017-18 registering a decrease of 9.39% from the previous year mainly due to the following reasons -

i. one of the State Government Undertaking being Principal client of Electrical Division of the Company had severally restricted issuing orders on nomination basis. Also in certain cases the clients did not take delivery of the products within scheduled delivery dates despite all our efforts resulting to non-generation of sales booking in time

ii. for reduction of turnover in T&S Unit Chennai for certain internal issues which are being closely monitored

iii decrease in the contribution from the Tea Segment was mainly due to market volatility and sharp increase in tea workers' wages as decided by Government of Assam and Government of West Bengal

Resulting to ail above Profit before Tax (PBT) during the financial year 2018-19 stood at Rs.10.51 crores (Rs.23.57 crores in 2017-18) and Total Comprehensive Income (TCI) stood at Rs.1.37 crores (Rs.19.17 crores in 2017-18) after making necessary Income Tax provisions and other adjustment of losses under the category of other comprehensive income for example actuarial losses relating to employee benefits loss on re-measurement of investments etc.

Consolidated Financial Results:

Your Company has recorded Revenue from Operations and other Operational Income of Rs.311.51 crores during the financial year 2018-19 (Rs.370.28 crores in 2017-18).

During the financial year 2018-19 Profit before Tax (PBT) stood at Rs.7.40 crores (Rs.20.00 crores in 2017-18) and Total Comprehensive Income (TCI) stood at Rs.1.70 crores (Rs.24.70 crores in 2017-18).

1. DIVIDEND AND TRANSFER OF GENERAL RESERVE

a. Your Directors express their inability to recommend any dividend for the financial year 2018-19 due to insufficient free cash surplus position in view of aforesaid increase in wages of tea workers absorption of employees of M/s. Hooghly Printing Company Limited and its merger process with Andrew Yule & Company Limited as per Government of India Order to meet urgent CSR expenses capital expenses and working capital requirement (for which most of the cash reserve of the Company is pledged with Banks) etc.

b. In view of the above the aforesaid amount of Total Comprehensive Income (TCI) is proposed to be transferred to General Reserve.

2 CAPITAL EXPENDITURE

During the Financial Year 2018-19 your Company incurred Rs. 34.77 crores towards capital expenditure a majority of which was towards new cultivation expenses at Tea gardens.

5. PROSPECTS / OPERATIONS

5.1. Tea Division:

a) Increase in younger age profile of the tea bushes (through vigorous uprooting & replanting programme) resulting in higher crop prospects for the future years.

b) All gardens of the group are now having FSSAI License to operate and manufacture tea. All the Assam & Dooars gardens are Trustea certified. All Assam gardens are also Rainforest Alliance certified. The lone Darjeeling garden Mim is Rainforest Alliance & UTZ certified. While all Assam group gardens & Mim are ISO 9001 ISO 22000 & HACCP certified. Dooars group gardens are ISO 22000 certified. This year the Bought Leaf source is also being Trustee certified in a phased manner. This will lead to further opportunities in export and attract other major buyers.

c) Manufactured specialty teas for both export & domestic markets. The specialty & various types of flavored teas are also offered as boutique collection of tea at Yule Tea Lounge at Eco Park Kolkata. This has lead to value addition which will continue to grow in future. Alongside the one acre plot of Tea Garden at Eco Park Kolkata has been raised very successfully and is now a model setup done for the first time in Kolkata. The same will help in further brand building and are attracting retail consumers.

d) Four of the Tea Estates in Assam have Orthodox tea manufacturing facilities which fetches higher prices and margins as compared to CTC.

e) The packet tea sales counter at Yule House has been renovated and made more attractive.

f) The Company has initiated a process for appointing dealers for packet tea to create a strong PAN India Dealer Network for Yule Tea brand.

5.2 A. Electrical Division (Kolkata Operation):

In India during recent years the Govt is focusing on increasing the penetration of Electricity in villages. Schemes like R- APDRP and RGGVY are providing opportunity for the LV and MV switchgear market with large number of villages yet to be electrified.

The Indian Government continues to research and invest in renewable energy sources such as wind solar-thermal and hydroelectric power. The increase in investment in alternative energy sources is also expected to support market growth as LV and MV switchgear products are required for general protection as well as switching. The MCCB and MCB markets are expected to benefit considerably from alternative energy expansion.

B. Electrical Division (Chennai Operation):

a) Wide customer base with long term relation.

b) First Resin-Cast transformer manufactured and supplied (63kVA; 33/0.433kV).

c) Sweeping Frequency Respond Analysis (SFRA) test facility is now used to check mechanical integrity of core-coil assembly of transformers.

5.3 Engineering Division:

a) Continuous efforts are made at all level to update product profile to sustain in the market as potential supplier and also to match with client's application requirement.

b) In IISCO - Burnpur we received order for one-toone replacement of imported Fan components.

During Design Engineering those items are substituted by our standard design at much lesser cost using the Division's retrofit expertise developed over years.

c) In few orders like Ultratech-Sewagram Ultratech-Dankuni etc. as per contractual terms clients insisted for imported Bearing Plumber block.

Those are being substituted by Andrew Yule design Plumber block reducing higher price and also avoiding longer delivery schedule to the satisfaction of customer.

6. MAJOR JOBS / PROJECTS UNDERTAKEN BY THE COMPANY:

COMPLETED PROJECTS IN FY 2018-19

SL. NO.CLIENTA/CQTYDESRIPTION
1.BHILAI ENGINEERINGVSP2NOS2405 MM DIA ID FAN
2.CCITANDUR7NOSCOOLER RAW MILL & PRE-HEATER FAN
3.IOCLMATHURA1LOTDESIGNENGINEERING INSPECTION TESTING AND SUPPLY OF HGU ID FAN
4.ISGECGALLANTT6NOS2705 ID 2125 PA & 1580 SA FAN
5.TATA STEELJAMSHEDPUR1 NOSPARE IMPELLER 4010 WGF FAN
6.SAILBOKARO1 LOTSPARES FOR 3635 SINTER EXHAUSTER
7.TATA STEELJAMADOBA1 LOTWPC SPARES
8.SMS INDIAJSW DOVLI3NOSBOOSTER FAN
9.SAILBOKARO1 LOTSPARES FOR 3635 SINGTER EXHAUSTER
10.PHILIPS CARBONPHILIPS CARBON1 NOCENTRIFUGAL FAN & SPARES
11.ISGECJSW DOLVI4 NOSID FAN

ON GOING BIG PROJECTS IN FY 2019-20

SL. NO.CLIENTA/CQTYDESRIPTION
1EASTERNHOWRAH RAILWAY1 LOT DIVISIONWATER TREATMENT AND RECYCLING PLANT FOR COACHING DEPOT
2TLT-TURBOJAWAHARPUR7 NOSSEAL AIR SCANNER COOLER PURGE AIR & PENTHOUSE FAN WITH SPARES
3SMS INDIAJSW DOVLI6 NOSBOOSTER FAN
4EKO PLANTJSW DOLVI3 NOSID FAN
5THERMAXJSW DOLVI8 NOS2055 FD 615 SC 1940 FGR & 2335 ID FAN ALONG WITH COMM.SPARES
6IFFCOPARADEEP1 SET2370 DUST FAN
7SAILIISCO5 NOSN/Y IMP. SHT BRGHUSGCPLG FOR CDI BOOSTER CDI CA 7 CDI ID FAN
8PARADEEP PHOSPHATE-4 SETDRYER EXHAUST & RG EXHAUST FAN
9ULTRATECHAWARPUR2 NOS2285 LINE-1 RM FAN & 2260 LINE-2 RM FAN
10NSPCLBHILAI1 LOTSUPPLY OF ESP SPARES ON OEM BASIS & SUPERVISION OF ERECTION FOR ESP OF POWER PLANT-II
11KUANTUM PAPERS LTD.-6 NOS1130 PA 1300 SA 1330 TA 2190 ID & 425 VENT GAS FAN
12TATA STEELBAMNIPAL1 LOTSPARES FOR WPC
13NAINI PAPER LTD.NAINI PAPER LTD.7 NOS1195 PA 1255 PA 1365 TA 2565 ID(FG) 425 VENT FAN
14K R PULP & PAPERS-6 NOS1225 PA 1270 SA 1365 TA 2405 FLUE GAS & 415 VENT GAS FAN
15ULTRATECHDANKUNI1 SETRETROFIT FAN ASSEMBLY
16SMS INDIAJSW DOLVI14 NOSBOOSTER FAN
17SAILBHILAI1 NOSPARE NON-YULE IMPELLER & SHAFT (K-5827)

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review as stipulated under the SEBI (LODR) Regulations 2015 is presented in a separate section forming part of the Board's Report as Annexure I.

8. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations 2015 together with a certificate from a Practicing Company Secretary confirming compliance is annexed and forms part of the Annual Report.

9. SUBSIDIARY & ASSOCIATE COMPANIES

The Company has three wholly owned subsidiaries and three associates as on 31st March 2019.

In accordance with the provisions of Section 129(3) of the Companies Act 2013 the Company has prepared a Consolidated Financial Statement of the Company and all the subsidiaries viz. Hooghly Printing Co. Ltd. Yule Engineering Ltd. and Yule Electrical Ltd. and associate companies in compliance with the applicable accounting standards and the SEBI (LODR) Regulations 2015.

10. PERFORMANCE OF SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES AS REQUIRED UNDER RULE 8(1) OF THE COMPANIES (ACCOUNTS) RULES 2014

A statement containing salient features of the financial statements of the subsidiaries and associates in Form AOC-1 is attached to the financial statements of the Company.

11. CONSOLIDATED FINANCIAL STATEMENTS

As required under SEBI (LODR) Regulations 2015 Consolidated Financial Statements of the Company and its Subsidiaries prepared as on 31st March 2019 in accordance with the Indian Accounting Standards (IND AS) duly audited by the Statutory Auditors form a part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

12. CHANGES IN SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March 2019 was Rs.977901956/- divided into 488950978 Ordinary Shares of Rs.2/- each fully paid-up. During the year the Company has not issued any ordinary shares or shares with differential voting rights neither granted stock options nor sweat equity.

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 as required under Section 92 of the Companies Act 2013 is marked as Annexure II which is annexed hereto and forms part of the Board's Report. The Annual Return for the financial year 2017-18 is also available on the Company's website at the Web-link - http://www.andrewyule.com/pdf/ investor-relations/Annual_Return_2017_18.pdf.

14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

There were 6 (Six) meetings of the Board of Directors of the Company held during the financial year 2018-19 on 30th May 2018; 13th August 2018; 26th September 2018; 12th November 2018 11th February 2019 and 12th March 2019. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013 and SEBI (LODR) Regulations 2015.

15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act 2013 the details of the loans given guarantees or securities provided and investments made by the Company during the year under review have been disclosed in the financial statements.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Cabinet Committee on Economic Affairs (CCEA) at their meeting held on 19th September 2018 approved the proposal of closure of business operations of Hooghly Printing Co. Ltd. (HPCL) a Wholly-owned Subsidiary Company of Andrew Yule & Co. Ltd. (AYCL) and its subsequent Merger with AYCL along with all its employees assets and liabilities as per the provisions of the Companies Act 2013.

The Merger of HPCL with AYCL is under process.

17. VIGIL MECHANISM

Your Company's Vigil Mechanism provides a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also have provided them direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Company has revised the Whistle-Blower policy to insert reporting of incidents of leak or suspected leak of Unpublished

Price Sensitive Information (UPSI)' in terms of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended from time to time and the revised policy was approved by the Audit Committee and the Board of Directors of the Company. The said policy is available on the Company's website at http://www.andrewyule.com/pdf/ policies/Vigil_Mechanism_Whistle_Blower_Policy.pdf.

18. DIRECTORS

The Department of Heavy Industry Ministry of Heavy Industries & Public Enterprises Govt. of India vide their letters has appointed: i. Shri Sanjoy Bhattacharya General Manager (Personnel Corporate Planning & Engineering) of the Company as Director (Planning) of the Company for a period of 5 (five) years from the date of his assumption of charge of the post i.e. 13th April 2018 or till the date of his superannuation or until further orders whichever is earliest; ii. Shri Pravin L. Agrawal Joint Secretary DHI as a Part-time Non-official Director (Government Nominee) of the Company with effect from 17th May 2018 in place of Shri Bhaskar Jyoti Mahanta Joint Secretary DHI erstwhile Director of the Company. iii. Shri Partha Dasgupta Director (Finance) of Jute Corporation of India as Director (Finance) of the Company for a period of 5 (five) years from the date of his assumption of charge of the post i.e. 6th July 2018 or till the date of his superannuation or until further orders whichever is earliest. iv. Shri K. Mohan AGM of Bharat Heavy Electricals Ltd. (BHEL) as Director (Personnel) of the Company for a period of 5 (five) years from the date of his assumption of charge of the post i.e. 11th March 2019 or till the date of his superannuation or until further orders whichever is earliest; v. Shri Amit Varadan Joint Secretary DHI as a Part-time Non-official Director (Government Nominee) of the Company with effect from 4th April 2019 in place of Shri Pravin L. Agrawal Joint Secretary DHI erstwhile Director of the Company.

Shri Bhaskar Jyoti Mahanta Shri R. C. Sen Shri Pravin L. Agrawal Dr. Dhanpat Ram Agarwal and Shri Sudhir Jhunjhunwala ceased to be Directors of the Company w.e.f. 17th May 2018; 1st July 2018; 4th April 2019; 3rd July 2019 and 3rd July 2019 respectively.

The Board places on record its deep appreciation of the valuable services and guidance rendered by Shri R. C. Sen Shri Bhaskar Jyoti Mahanta Shri Pravin L. Agrawal Dr. Dhanpat Ram Agarwal and Shri Sudhir Jhunjhunwala during their association with the Company.

In accordance with the provisions of Section 152(6)(c) of the Companies Act 2013 and your Company's Articles of Association Shri Arvind Kumar Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Appropriate resolution seeking appointment/re-appointment of Shri Arvind Kumar as Director is appearing in the Notice convening the 71st Annual General Meeting of the Company. The brief resume / details relating to Shri Arvind Kumar are furnished in the notes annexed to the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of the SEBI (LODR) Regulations 2015 it is disclosed that no Director shares any relationship inter se.

19. KEY MANAGERIAL PERSONNEL

The following Key Managerial Personnel of the Company were appointed/ resigned during the year 2018-19 in compliance with the provisions of Section 203 of the Companies Act 2013:

Appointed:

i. Shri Sanjoy Bhattacharya has been appointed as a Whole-time Director of the Company w.e.f. 13th April 2018;

ii. Shri Partha Dasgupta has been appointed as a Whole-time Director of the Company w.e.f. 6th July 2018;

iii. Shri Kaustuv Roy Chief General Manager Tea Division of the Company being an officer not more than one level below the Directors who is in whole-time employment has been nominated as KMP of the Company w.e.f. 30th May 2018 pursuant to the provisions of the Companies (Amendment) Act 2017;

iv. Shri K. Mohan has been appointed as a Whole-time Director of the Company w.e.f. 11th March 2019.

Resigned:

i. Shri R. C. Sen erstwhile Whole-time Director of the Company retired from the services of the Company w.e.f. 1st July 2018 and ceased to be a Key Managerial Personnel effective that date; ii. Shri Kaustuv Roy erstwhile Chief General Manager Tea Division of the Company retired from the services of the Company w.e.f. 1st December 2018 and ceased to be a Key Managerial Personnel effective that date.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from all the Independent Directors of the Company in accordance with Section 149(7) of the Companies Act 2013 that they meet the criteria of Independence and that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence as prescribed under Section 149(6) of the Companies Act 2013 and the SEBI (LODR) Regulations 2015.

21. APPOINTMENT AND REMUNERATION POLICY

Being a Central Public Sector Enterprise the appointment tenure performance evaluation remuneration etc. of the Directors are made/fixed by the Govt. of India. The remuneration of officers is decided as per Government guidelines on Pay Revision and remunerations of other employees of the company are decided as per Wage Settlement Agreement entered with their Union every five years. The appointments/promotions etc. of the employees are made as per Recruitment and Promotion Policy approved by the Board.

22. CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act 2013 and the rules made thereunder the Company has formulated a Corporate Social Responsibility Policy a brief outline of which along with the required disclosures is given in Annexure III which is annexed hereto and forms a part of the Boards' Report. The detail of the CSR and Sustainability Policy is also posted on the website of the Company and may be accessed at the link - http://www.andrewyule.com/pdf/policies/CSR_and_ Sustainability_Policy.pdf.

23. RISK MANAGEMENT

The Risk Management Committee of the Board of Directors periodically reviews the Risk Management framework identifies risks with criticality and mitigation plan. The Audit Committee has an oversight in the area of financial risk and controls. The elements of risk as identified for the Company with impact and mitigation strategy are set out in the Management Discussion and Analysis Report (MDA).

24. COMMITTEES OF BOARD

Details of various committees constituted by the Board of Directors as per the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015 are given in the Corporate Governance Report and forms part of this report.

25. RELATED PARTY TRANSACTIONS

The Company does not have a material unlisted Subsidiary as defined under Regulation 16(1)(c) of the SEBI (LODR) Regulations 2015. During the year under review your company did not have any related party transactions which required prior approval of the shareholders. There has been no material significant Related Party Transactions during the year under review having potential conflict with the interest of the Company. Necessary disclosures required under the Accounting Standard (AS-24) have been made in the Notes to Financial Statements. Hence no disclosure is made in form AOC-2 as required under Section 134(3)(h) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014.

The Related Party Transaction policy for determining materiality of related party transaction and also on dealing with related parties is uploaded on the Company's website at the link - http:/ /www.andrewyule.com/pdf/policies/Policy_Related_Party_ Transaction_110219.pdf.

26. DISCLOSURES UNDER RULE 8(5) OF THE COMPANIES

(ACCOUNTS) RULES 2014

i. Financial summary or highlights: As detailed under the heading 'Financial Performance'.

ii. Change in the nature of business if any: None

iii. Details of Directors or Key Managerial Personnel (KMP) who were appointed or resigned during the year:

a. Director(s) appointed: Shri Sanjoy Bhattacharya
Shri Partha Dasgupta
Shri Pravin L. Agrawal
Shri K. Mohan
b. Director(s) resigned: Shri R. C. Sen
Shri Bhaskar Jyoti
Mahanta
c. KMP(s) appointed: Shri Sanjoy Bhattacharya
Shri Partha Dasgupta
Shri K. Mohan
Shri Kaustuv Roy
d. KMP(s) resigned: Shri R. C. Sen
Shri Kaustuv Roy

iv. Names of Companies which have become or ceased to be Subsidiaries Joint Venture Companies or Associate Companies during the year: There were no such Companies in terms of the provisions of the Companies Act 2013.

However the Cabinet Committee on Economic Affairs (CCEA) at their meeting held on 19th September 2018 approved the proposal of closure of business operations of Hooghly Printing Co. Ltd. (HPCL) a Wholly-owned Subsidiary Company of Andrew Yule & Co. Ltd. (AYCL) and its subsequent Merger with AYCL along with all its employees assets and liabilities as per the provisions of the Companies Act 2013.

Accordingly HPCL declared its closure of business operations effective dated 21st January 2019.

The Merger of HPCL with AYCL is under process and its all employees have been seconded to AYCL. v. Details relating to deposits: There were no fixed deposits of the Company from the public outstanding at the end of the financial year. No fixed deposit has been accepted during the year and as such there is no default in repayment of the said deposits.

vi. There has not been any deposit which is not in compliance with the requirements of Chapter V of the Companies Act 2013.

vii. No significant and material orders have been passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and Company's operations in future.

viii. The Company is required to maintain the cost records as specified by the Central Government under Section 148(1) of the Companies Act 2013 and accordingly such accounts and records are made and maintained. ix. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted policies and procedures for ensuring the orderly & efficient conduct of its business including adherence to the Company's policies safe guarding of its assets prevention & detection of frauds error reporting mechanisms accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company's internal control systems are commensurate with its size and the nature of its operations. The Company has a independent external Internal Audit Firm for the purpose of internal audit of all its divisions. The Independent Auditors (Statutory Auditors) have also examined and issued a Report on Internal Financial Control of the Company which forms a part of this Annual Report. The Audit Committee also deliberates with the members of the management considers the systems as laid down and meets the Statutory Auditors to ascertain their views on the internal financial control systems. Refer to Internal Control Systems and their adequacy in Management's discussion and analysis in this Annual Report.

28. REPORTABLE FRAUD

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act 2013 during the year under review.

29. DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016

The Company being a Central Public Sector Enterprise is exempted to make disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016. Hence no information is required to be appended to this report in this regard.

30. PARTICULARS OF EMPLOYEES - RULE 5(2) & 5(3) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016

Your Company has not paid any remuneration attracting the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016. Hence no information is required to be appended to this report in this regard.

31. MANPOWER

Manpower of the Company as on 31st March 2019:

CategoryExecutives/NUSNon-executivesTotal
Male28874597747
Female0969576966
Total2971441614713

32. WELFARE OF WEAKER SECTIONS OF THE SOCIETY

Statutory welfare facilities as incorporated in the Factories Act 1948 and The Plantation Labour Act 1951 are administered by the Company for its employees. Apart from the statutory welfare facilities the Company extends scholarships to the off-spring of the employees to encourage academic excellence for the ultimate betterment. In addition financial accommodation is extended to the employees for their welfare to address eventuality and contingency. To promote sports talent in far flung areas of North Eastern India Soccer tournaments are organized at our Tea Gardens annually.

Percentage of employees in total strength of the Company as on 31st March 2019 belongs to SC/ST/ OBC is as follows: SC - 17.18% ST - 29.65% and OBC - 50.39%.

33. EMPOWERMENT OF WOMEN

Development of society is closely linked with development of women which is why empowering and encouraging women lies at the core of all our CSR programmes. We do it through embedding a gender perspective in most of our programmes but we also do it through direct interventions with women. The women's Self Help Groups (SHG) has successfully and systematically empowered marginalised women through awareness raising capacity building economic empowerment and solidarity. All necessary measures/ statutory provisions for safeguarding the interests of women employees in issues like payment of wages hours of work health safety welfare aspects and maternity benefits etc. are being followed by the Company.

Total number of women employees as on 31st March 2019 were as follows: Executive - 07 (Seven) Non-unionised Supervisor - 02 (Two) Staff - 41 (Forty-one) Subordinate Staff - 50 (Fifty) Plantation Worker - 6866 (Six thousand eight hundred sixty six) Total number of Women employees - 6966 (Six thousand nine hundred sixty six)

34. ENVIRONMENT HEALTH AND SAFETY

The Company has implemented various Environment Health and Safety measures in the Company including at its Factory Units such as: a) all the employees working at the shop floor have been provided with PPE (Personal Protective Equipments) i.e. safety helmets hand gloves safety masks safety shoes etc. b) the employees are being sent to Training related to safety on regular basis. There has been no report of any major accident in the last financial year. All occupational health & Safety Standards are adhered to as per the Factories Act 1948. c) Engineering Division has stopped Sand Blasting prior to Painting of its fabricated components in order to protect environment. Solar power has been installed to reduce consumption of conventional electricity. Environment Management System in Engineering Division is in accordance with ISO 14001:2015.

All environment health and safety measures have been successfully implemented.

35. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 the Internal Complaints Committee has been constituted and the same holds meetings at regular interval. No complaint or allegation of sexual harassment has yet been received.

No case of harassment has been reported at the Company during the period under review.

36. GRIEVANCE REDRESSAL MECHANISM

The Company expeditiously disposes of all the Public Grievances during the financial year 2018-19 and copy of the replies are sent to the controlling Ministry in case the Public Grievance was being forwarded by them.

The status of the Public Grievances during the financial year 2018-19 is as follows:

Type of GrievanceGrievances outstanding as on 01.04.2018No. of Grievances as received during the yearNo. of Grievances disposed offNo. of Grievances pending as on 31.03.2019
Public GrievancesNil22Nil

37. INDUSTRIAL RELATIONS

During the year under review Industrial Relations at the Company continued to remain cordial and peaceful in most of the Units/Divisions. In T&S Chennai some of the internal issues are being closely monitored by management for amicably resolving the same.

38. SIGNING OF MEMORANDUM OF UNDERSTANDING (MOU) FOR THE YEAR 2019-20

Your Company has signed Memorandum of Understanding (MoU) with the Ministry of Heavy Industries and Public Enterprises for the year 2019-20. The MoU sets forth various targets and parameters of performance which are assessed against actual achievements after close of financial year.

39. IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT 2005

The Company abides by the provisions of the Right to Information Act 2005 (RTI Act) and information seekers are furnished with relevant information by the Public Information Officers. Every endeavour is there on the part of the Company to dispose of the applications expeditiously.

During the year ended on 31st March 2019 the number of applications received/accepted/rejected/disposed of under RTI Act is as follows: Applications received: 46 (Forty Six) Applications accepted: 46 (Forty Six) Applications rejected: NIL

Applications disposed of: 46 (Forty Six)

40. VIGILANCE

The functioning of vigilance department includes preventive as well as punitive vigilance and the main thrust is on the systems improvements in the organisation.

A. The status of the various activities monitored by the Vigilance Department during the year 2018-19 are as under:

i. E-governance: The Company has already implemented e-procurement policy (Rs.2 lakhs & above) E- payment and E-tendering/ E-auction as per the guidelines of the Ministry across all the Divisions of the Company.

B. Status of various activities undertaken by the Vigilance Department during the year 2018-19 are as under:

i. Updation of Manuals is undertaken by respective functional heads / departments; in case the draft manual is forwarded to Vigilance Department before putting up to the Board the same is examined.

ii. Training programme: Periodical training programmes workshops interactive sessions presentation etc. are organized by Vigilance Study Circle Kolkata Chapter. Being a corporate member the programmes are attended by Officers from different departments of AYCL as per the nomination of the Management.

iii. System Improvements: Fresh/new empanelment of NGOs for CSR activities has been done. Further scrutiny of the enrolment forms submitted by the beneficiaries of the CSR programme is done periodically.

iv. Integrity Pact has been implemented in the Company and the Subsidiary Companies with threshold value of Rs.3 crores and above. v. Annual Property Returns: Annual property Returns are being scrutinized regularly as per the guidelines of CVC.

vi. Vigilance Awareness Week: Vigilance awareness week was observed from 29th October 2018 to 3rd November 2018 at all the locations/offices of AYCL on the theme of ERADICATE CORRUPTION-BUILD A NEW INDIA. Various competitions workshops and seminars are conducted during the week for the employees of the Company. Online Integrity Pledge had been taken by the employees of the Company and individual certificates downloaded. PIDPI guidelines of CVC were deliberated upon as well as affixed on the notice board of the Registered Office of the Company for perusal of the employees. Workshop/Sensitization programme on Purchase Procedure Tour & Daily Expenses Rules and Conduct Discipline & Appeal Rules of the Company was conducted at the Registered Office of the Company. Facebook Page of Andrew Yule Tea was used for publicity of Vigilance Awareness Week 2018.

vii. Customer redressal camp had been organized at the Yule Tea Lounge at Eco Park New Town Kolkata.

viii. Information required in regard to details related to the Vigilance Cases disposed of in the financial year 2018-19 and pending cases along with the nature of such cases:

a) 2 (two) cases relating to CSR activities and recruitment had been disposed off and system improvement suggested by Vigilance Department had been agreed upon by the Management.

b) 3 (three) nos. of complaints received in March 2019 regarding non- receipt of payment from M/s. Hooghly Printing Co. Ltd are pending.

41. PROGRESSIVE USE OF HINDI

In AYCL the Unicode system has been implanted in majority of the computers of the Company. The Company has provided Hindi Language software in computers and imparting training to its employees so that AYCL's employees can use the same in their day-to-day workings. For propagating and implementation of the provisions of Official Language Act 1963 the company is continuously organizing Hindi competitions. During the financial year 2018-19 Hindi Poem Recitation competition was held on 6th September 2018 and Hindi Slogan Writing competition was held on 12th September 2018. Employees are being given re-training under the Hindi Education Scheme which is a continuous process in the Company. Hindi Seminar was conducted on 19th June 2018 27th September 2018 31st December 2018 and 27th March 2019. Employees of the company are encouraged to participate in various competitions in Hindi conducted by other institutions.

42. SWACHHTA PAKHWADA

The Company celebrated Swachhta Pakhwada between 16th August 2018 to 31st August 2018 with great enthusiasm and grandeur. The Swachhta Pledge had been taken by all employees of the Company and it's Subsidiary. Swachh Bharat Banners were displayed at different locations of the Company during the fortnight. Surroundings of the establishments of the Company were cleaned and senior officials took part in the programme. Workshops and meetings on Swachhta were organised to explain the need of a clean and hygienic work environment at the Registered Office all factories and tea gardens which generated lot of enthusiasm amongst the participants. Company officials exercised campaigning to keep the environment clean and hygienic. Pamphlets on Swachhta were distributed during the period.

43. CORPORATE WEBSITE OF THE COMPANY

The Company maintains a website www.andrewyule.com where detailed information of the Company is provided.

44. RESEARCH & DEVELOPMENT (R & D) FACILITIES OF THE COMPANY

The main focus of in house R&D facilities in the Company is to provide continuous up-gradation to the existing products to match the demand of the domestic market as well as to grab the opportunity in export market. Some of the R & D activities carried out by the company's different Divisions were as follows:

a. Tea Division:

We in the Tea Industry being member of Tea Research Association - TRA have all updated research findings which are published monthly as well as discussed in Monthly Council Meetings at different regions. TRA being the Autonomous body is highly dedicated on Research & Development of Tea Industry which has always helped us to improve upon our plantations as well as Factories.

b. Engineering Division:

i. Design is updated with new technology for cyclic operation of fan with VFD driven motor to cater the latest requirement in Steel Plants and other Industries as well;

ii. For suitability of rotary Impeller for cyclic operation design is updated with auto calculated tabulation sheet.

c. Electrical Division(Kolkata Operation):

i. For development of VCBs and other allied switchgear products selection and appointment of advisor has already been initiated.

ii. The Company has plans to develop switchgear products as a distinct major vertical.

iii. For higher rating Distribution Transformers we have successfully type tested 11kv 1600kva Transformers as per IS 1180:2014 Level II. Further 63KVA 315 KVA 500 KVA & 800 KVA has been successfully tested as per BIS guidelines.

d. Electrical Division(Chennai Operation): Relocation of Test Laboratory at Chennai Factory:

Electrical Division Chennai Operations had constructed a High Voltage Test Lab for housing of testing equipment's spreading about 2141 sq. ft. The new test bay has the facility for high voltage testing with adequate safety devices which in turn will ensure customer satisfaction. It has improved the manufacturing process flow and the area under crane bay being now used for production activities. This was completed and operations of testing commenced from October 2018.

Up gradation of test Lab-Phase-I: New test equipment like LCR meter coating thickness meter impulse shunts etc and Anti Bird Protection Net on the test area have been installed to improve the reliability of the lab and to improve the customer satisfaction.

Up gradation of test Lab-Phase-II: Impulse measuring system: In order to improve the accuracy of test measurements a project has been taken to install an impulse digital measuring system with 10 bit resolution with software for instant measurements and display of the test parameters.

A project has been taken up to study the life expectancy of our Power Transformer by measuring partial discharge on routine basis and take appropriate steps to improve life expectancy from the trend of test results.

Accreditation to National Accreditation Board for Testing & Calibration Laboratories (NABL): In order to improve the technical competency of the test lab the Electrical Division Chennai Operation plans to get the lab accredited to National Accreditation Board for Testing & Calibration Laboratories (NABL) an autonomous body under the aegis of the Dept. of Science & Technology Govt of India by implementing the requirements of ISO 17025:2017. This would enable your Company to achieve potential increase in the Transformer business due to enhanced customer confidence and satisfaction. This can be used for getting additional revenue through testing for external parties.

45. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo as required to be disclosed under provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are furnished in Annexure IV and forms part of this report.

46. PROCUREMENT FROM MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT (MSMED) ACT 2006

As per requirement of Micro Small and Medium Enterprises Development (MSMED) Act 2006 and notifications issued by Central Government in this regard PSUs are required to purchase minimum 25% of total annual purchase of specified products produced and services rendered by MSMEs. It further requires that 4% out of 25% shall be earmarked for procurement from MSMEs owned by Scheduled Caste or Scheduled Tribe entrepreneurs. Further a minimum 3% reservation for women owned by MSME within the abovementioned 25% reservation. It also requires the PSUs to report goals set with respect to aforesaid procurement and achievements made thereto in its Annual Report.

In this regard it is to mention that the total procurement of goods achieved during 2018-19 is 42.36% of procurement from MSME against target of 25%. Again the Company achieved 0.7% of procurement from MSME owned SC/ST during the financial year 2018-19 against target of 4%. Further the Company achieved 0.9% of procurement from MSME owned by Women during the financial year 2018-19 against target of 3%.

47. TRAINING PROGRAMME

During the year 2018-19 total 14 mandays training programmes (Internal-2 mandays and External-12 mandays) were conducted. Out of 102 participants who were imparted training during the year in various programmes 48 were executives and unionized supervisors and 54 were workers. Total 115 mandays of training was completed on various topics during the year under review.

AYCL has been encouraging its workmen to show their inherent skills and has been providing various platforms to exhibit their skill.

48. STATUTORY AUDITORS AND AUDIT REPORT

In terms of Section 143(5) of the Companies Act 2013 M/s. S Ghose & Co. LLP Statutory Auditor had been appointed by the Comptroller & Auditor General of India as auditors of your Company for the financial year 2018-19. The Statutory Auditors' Report is attached which is self-explanatory.

In respect of the comments made by the Statutory Auditors in their report your Directors have stated that:

Type of Audit QualificationManagement Explanation
Standalone Audit Qualification
1. In the absence of Balance Confirmation Certificates no opinion can be formed about the correctness of the balances of Sundry Debtors and Creditors. Also recoverability of Sundry Debtors and actual obligations to Sundry Creditors are not ascertainable.Adequately mentioned in Note No. 60 to Financial Statements for the year ended 31st March 2019 which is as under: The Company has system of seeking year ending balance confirmation certificates from Debtors and Creditors .However the company has maintained the figures available in accounts for cases wherein no response from Debtors /creditors is received.
2. Non provision of doubtful IGST Refund of Rs.12.52 lakhs resulted into overstatement of the Company's profit by the equivalent amount.IGST refund of Rs.12.52 lakhs in respect of exports held up due to procedural anomalies has been considered good in the accounts as in the opinion of the Management the same would be fully recoverable being receivable from Government.
Consolidated Audit Qualification
1. In the absence of Balance Confirmation Certificates no opinion can be formed about the correctness of the balances of Sundry Debtors and Creditors. Also recoverability of Sundry Debtors and actual obligations to Sundry Creditors are not ascertainable.Adequately mentioned in Note No. 63 to Financial Statements for the year ended 31st March 2019 which is as under: The Company has system of seeking year ending balance confirmation certificates from Debtors and Creditors .However the company has maintained the figures available in accounts for cases wherein no response from Debtors /creditors is received.
2. Non provision of doubtful IGST Refund of Rs.12.52 lakhs resulted into overstatement of the Company's profit by the equivalent amount.IGST refund of Rs.12.52 lakhs in respect of exports held up due to procedural anomalies has been considered good in the accounts as in the opinion of the Management the same would be fully recoverable being receivable from Government.
3. Auditor of one of the Subsidiary Companies Hooghly Printing Co. Ltd has qualified their report on the aspect of going concern Type of Audit Qualification assumption ceased to exist & IND AS 105 Non Current assets held for sale and discontinued operations is not being followed.Though Hooghly Printing & Co. Ltd. has declared its closure of business within financial year 2018-19 but its assets are not Management Explanation held for sale and being taken over by AYCL on `as is where is' basis as disclosed in Note No.65.
4. Auditors of Subsidiary Companies namely Yule Electrical Ltd. and Yule Engineering Ltd. have qualified their reports that the said companies are not going concern since there are no operating activities in the current year as well as in recent past.Both the Subsidiary Companies presently are not operating any business and do not possess any fixed assets.
5. Auditors of Associate Companies namely The New Beerbhoom Coal Co. Ltd. and Katras Jherriah Coal Co. Ltd. have qualified their reports for the respective companies indicating the qualifications as follows:Investments made in these two Associate Companies namely The New Beerbhoom Coal Co. Ltd. & Katras Jherriah Coal Co. Ltd. had been fully eroded and no further loss has been considered in the consolidated financial statement of 2018-19. The issues are being looked into.
(i) in case of The New Beerbhoom Coal Co. Ltd. valuation of investment of Rs.1.38 lakhs in WEBFIL and BKNY & Co. being improper by disclaimer opinion on the realisability of advance income tax of Rs.4.31 lakhs and by expressing inability to ascertain the extent of liability of Rs.12.93 lakhs.
(ii) in case of Katras Jherriah Coal Co. Ltd. valuation of investment of Rs.2.90 lakhs being improper and by expressing inability to ascertain the realisability of receivable of amount of Rs.1.79 lakhs and Rs.11.10 lakhs.

49. SECRETARIAL AUDITOR AND 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 your Company has appointed M/s. Vinod Kothari & Company Practising Company Secretaries to conduct Secretarial Audit of the Company for the financial year ended 31st March 2019. Accordingly they have conducted Secretarial Audit for the year 2018-19 and submitted Secretarial Audit Report in Form No. MR-3 which is attached hereto as Annexure V and forms part of the Board's Report.

The observations of the Secretarial Auditor along with Management Explanation are tabulated as under:

Matter of EmphasisManagement Explanation
1. Non-compliance with corporate governance requirements under Listing Regulations: Pursuant to the provisions of Section 149(4) of the Companies Act 2013 (the Act) Regulation 17(1)(b) of the Listing Regulations and the Corporate Governance Guidelines issued by the Department of Public Enterprises atleast half of the Board should comprise of IDs where the Chairman of the Board is an Executive director. Since the Company has 6 non- independent directors the Company should have equal number that is 6 IDs on its Board of Directors. The Company during the Audit Period had only 3 IDs. Thus there is non-compliance with the requirements of Regulation 17(1)(b) of LODR Regulations.Functional Directors of PSUs are appointed by GOI as per the recommendations of PESB. Govt. Nominee and Independent Directors are appointed by Administrative Ministry. Hence the Company could not comply with the said provision.
2. Minimum number of rotational directors As on 31st March 2019 the Board comprised of 9 (Nine) directors viz.Functional Directors of PSUs are appointed by GOI as per the recommendations of PESB. Govt. Nominee and Independent Directors are appointed by
a. 4 (Four) Executive Directors viz. 3 Whole-time Directors and 1 Chairman & Managing DirectorAdministrative Ministry. Hence the Company could not comply with the said provision.
b. 2 (Two) Part-time Non- executive Government Nominee Directors from Department of Heavy Industries; and
c. 3 (Three) Non-executive Independent Directors.
As per the requirement of provision of section 152 (6) of the Companies Act 2013 2/3rd of the total directors (except independent directors) of a company shall be rotational directors. In view of the existing board strength of the Company the Company ought to have 4 of its directors as rotational. The Company presently has only 1 director designated as rotational thereby resulting in non- compliance of the above provision
3. Non-compliance with the provisions of Regulation 18(3) read with Part C of the Schedule II of the Listing Regulations In terms of the said Regulation the Terms of Reference of the Audit Committee includes the following:Noted.
1. reviewing and monitoring the auditor's independence and performance and effective- ness of audit process;
2. scrutiny of inter-corporate loans and investments;
3. reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems;
4. discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. During the Review Period it was observed that Audit Committee of the Company did not review certain matters on account of the limitations in the standard operating procedure followed by CPSEs.

50. COST AUDITORS AND COST AUDIT REPORT

The Company has appointed M/s. DGM & Associates Cost Accountants (Firm Registration No: 000038) as Cost Auditors of the Company for the year 2019-20 at the remuneration as set out in Item No. 4 of the Explanatory Statement attached to the Notice which is subject to the ratification of the members in the ensuing Annual General Meeting.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

51. COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA ON THE ACCOUNTS

The Comptroller and Auditor General of India (CAG) had conducted Supplementary Audit under Section 143(6)(a) of the Companies Act 2013 of the financial statements of Andrew Yule & Co. Ltd. for the year ended 31st March 2019. The comments of Comptroller and Auditor General of India under Section 143(6)(b) of the Companies Act 2013 on the Accounts of the Company for the year 2018-19 forms part of this report.

52. GREEN INITIATIVES

As in the previous years this year also the electronic copies of the Notice have been sent to all the Members whose email IDs are registered with the Company/Company's Registrar and Share Transfer Agent/ Depository Participant(s) for communication purposes. The electronic copies of the Annual Report for the year 2018-19 are being sent to all Members whose email addresses are registered with the Company/ Company's Registrar and Share Transfer Agent/ Depository Participant(s). For members who have not registered their email addresses physical copies of Annual Report are being sent in the permitted mode.

53. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act 2013.

54. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 with respect to Directors' Responsibility Statement it is hereby confirmed that

i. in the preparation of the annual accounts for the financial year ended 31st March 2019 the applicable accounting standards had been followed along with the proper explanation relating to material departures if any;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit and loss of the Company for that period;

iii. 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;

iv. the Directors had prepared the annual accounts of the Company on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and vi. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

55. CAUTIONARY STATEMENT

Statements in the report describing the Company's objectives expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations includes global and domestic supply and demand conditions affecting selling prices of finished goods availability of inputs and their prices changes in the Government policies regulations tax laws economic developments within the country and outside and other factor such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements which may undergo changes in future on the basis of subsequent developments information or events.

56. ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance support and cooperation received from Department of Heavy Industry Ministry of Heavy Industries & Public Enterprises Government of India as well as other Ministries in both Central and State Governments. The support and co-operation extended by the Comptroller & Auditor General of India Statutory Auditors Cost Auditors Internal Auditors Secretarial Auditors Tax Auditors and other stakeholders need special mention and the Directors acknowledge the same.

The Board is also thankful to the Company's valued shareholders esteemed customers for their valued patronage and for the support received from the bankers financial institutions and suppliers in India and abroad.

For and on behalf of the Board
KolkataDebasis Jana
13h August 2019Chairman & Managing Director

   

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