DIRECTOR S REPORT Dear Members Your Directors are pleased to present the Thirty Seventh (37th) Annual Report together with the Audited accounts of your Company for the year ended 31st March, 2014. FINANCIAL REVIEW As can be observed from the above your Company’s Operations were adversely affected mainly due to Labour Problems and industrial slowdown and in amidst of the same the company is managed with steady cautious measures. The Company’s factory was declared lock out with continuous impasse being created by the workmen/labourer resulting in stoppage of work at factory and to safeguard the assets of the Company and life of its employees the lock out was declared lock out w.e.f 24th Mach 2014 and ceased on 19th Dec 2014. The Directors are quite hopeful that the operations of your Company will improve henceforth compared to this unforeseen difficult period. Special Resolution Passed: During the year under review one special resolution was passed during the year under review in Extra-Ordinary General Meeting held on 31st March 2014 for Issue of Zero percent Redeemable Preference Shares. DIVIDEND: In view of brought forward losses, your directors are unable to recommend any dividend for the financial year ended 31st March, 2014. DIRECTORS In accordance with the provisions of the Companies Act, 1956, and Article 115 of the Article of Association of the Company, Shri Vimal Prakash, Shri Vijay Kumar Agarwal , Shri Bhagwati Prasad Jalan Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. Notice Pursuant to section 257 of the Companies Act 1956, together with Requisite Deposits have been received from some members proposing the candidature for being re-elected to the office of the directors. DIRECTORS’ RESPONSIBILITY STATEMENT In terms of the provisions of section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure; ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Loss of the Company for the year ended on that date. iii. That 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. That the directors had prepared the annual accounts on a going concern basis PARTICULAR S OF EMPLOYEES None of the employees of your Company come under the provisions of the section 217(2A)(a)of the companies (Particulars of Employees) Rules 1975 . As a result , no disclosure in this regard is necessary ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of Energy and Technology Absorption and Foreign Exchange Earning and Outgo is given in Annexure – I, forming part of this Report. INDUSTRIAL RELATIONS The Company has always aimed to maintain cordial relations with its industrial personnel and will continue to do in future. ISO CERTIFICATION Your Company is having a status of ISO 9001:2000 Certification. Your company is highly committed to the highest standard of quality. CORPORATE GOVERNANCE The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under clause 49 of the Listing Agreement with the Stock Exchange. A Report on Corporate Governance & Shareholders Information together with a Auditors’ Certificate regarding Compliance of the same are annexed as a part of this Annual Report. MANAGEMENT DISCUSSION & ANALYSIS REPORT : In accordance with the Listing Agreement Requirements, Management Discussion & Analysis Report is presented in a separate section, forms a part of the Annual Report. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company’s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control System are implemented to safeguard the Company’s assets from loss or damage, to keep a constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards. The board have appointed a Chartered Accountants firm who are conducting the Internal Audit of the Company . The report thereof is placed before the Audit Committee. INSURANCE The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management. FIXED DEPOSITS Your company has not accepted any public deposits within the meaning of the Section 58A of the Companies Act, 1956 during the year under review. LISTING The equity shares of your Company continued to be listed on Bombay Stock Exchange Limited (BSE)and Calcutta Stock Exchange Limited (CSE). CORPORATE SOCIAL RESPONSIBILITY: Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. As a part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of the people in the neighborhood of all its plants. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account in guidelines and statements issued by stakeholders and other regulatory bodies. Corporate Social Responsibility and Sustainable development will continue to be the leading priorities at the Company which it shall consistently strive to touch lives and makes a difference. The Directors noted the observations made by Auditors with regard to method of accounting pursuant to Accounting Standard 15 and will give the effect of the same in coming year . Appreciation Your Directors record their sincere appreciation for the assistance, support and guidance provided by Company’s Customer, Supplier, Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company’s growth. The Directors look forward for their continuing support in future. For and on behalf of the Board Bhagwati Prasad Jalan Chairman Place: Kolkata Date: 25th March , 2015 |