DIRECTORS' REPORT TO THE SHAREHOLDERS Your Directors have pleasure in presenting the 30th Annual Report of the Company for the year ended 31st March, 2014. OPERATIONS AND MANAGEMENT Your Directors are glad to report that inspite of adverse situation of the overall economy and product demands, your Company has been able to achieve a turnover to the tune of Rs. 5862.31 lacs as compared to the previous year Rs. 7612.94 lacs. The revenue show the net loss of Rs. 94.59 lacs compared to previous year profit of Rs. 1.64 lacs. The banks have not come forward to support the Company inspite of payments of their all dues. The Company is engaged in Power sectors and diversified in Telecommunication works. The company procures business from the utilities in India for Power & Telecom markets. Your Company is making all efforts to achieve its core manufacturing activities in order to achieve its objectives. The R&D work has been able to achieve the recognition from Government of India, Ministry of Scientific and Industrial Research as a Government approved In-house R&D Unit. The members are aware that the Company had made a reference to Hon'ble Board for Industrial and Financial Reconstruction (BIFR) under section 15(i) of the Sick Industries (Special Provision) Act, 1985 (SICA). The BIFR had passed an order on 28th March 2001 declaring The Company As Sick Industrial Company Under Section 3(I)(O) Of The Sick Industries (Special Provision) Act, 1985. The State Bank Of India Was Appointed As The Operating Agent for preparation of Rehabilitation Scheme and the Draft Rehabilitation Scheme prepared by them was circulated to all concerned creditors for their comments and objection(s). On the final hearing held on 8th April, 2003 the Hon'ble Bench of BIFR approved the Rehabilitation Scheme. Later a Draft Revised Modified Rehabilitation Scheme was also submitted by Operating Agents after the joint meeting of Sundry Creditors and same was approved by the Hon'ble Bench of BIFR on 5th January, 2009. Now a scheme has been submitted for extension of rehabilitation period for 3 years. The Hon'ble Bench of BIFR has periodically reviewed the performance of the Company and appointed a Special Director on the Board. DIVIDEND Your Directors regret that they are unable to recommend any dividend during the financial year ended 31st March, 2014. DIRECTORS The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. A.N. Choudhuri and Mr. M. K. Chowdhury as Independent Directors of the Company. As per Sec. 149 (4) of the Companies Act, 2013 which come into effect from April, 2014, every listed public Company is required to have at least one third of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment. Mr. A. N Choudhuri, Director retires by rotation and being eligible has offered himself for reappointment. AUDITORS' REPORT M/s. B. R. Khaitan & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from M/s. Khaitan & Co. to the effect that its re-appointment, if made, would be within the prescribed limits under Section 143(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment. COST AUDITORS As per the order of the Central Government and in pursuance of Section 233B of the Companies Act, 1956, your Company had carried out an audit of the cost accounts of the Company relating to company's products. The due date for filing of the Cost Audit Report with the Ministry of Corporate Affairs for the financial year ended 31s1 March, 2013 was September 27, 2013 and the same was filed. The Board had upon the recommendation of the audit committee appointed M/s. AS & Associates, ILA Apartment, 102, Banerjee Para, Kolkata - 700 031, Cost Accountants (being eligible for .the appointment) to audit the cost accounts of the Company relating to products as may be applicable for the financial year ending March 31, 2015. In terms of section 148 of the Company's Act, 2013 read with the Rules thereof, the remuneration payable to the Cost Auditors for the year ended March 31,2015 is being placed for ratification by the shareholders at the forthcoming Annual General Meeting. SECRETARIAL AUDIT REPORT As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Dhruba Charan Sahoo, Practicing Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014 is provided in the Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, and provisions of the Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No. S.O. 2754(E) dated September 12, 2013, the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI), Foreign Direct Investment (FDI) and External Commercial Borrowings (ECB), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Securities and Exchange Board of India (issue and Listing of Debt Securities) Regulations, 2008, Listing Agreements with the Stock Exchanges and the Memorandum and Articles of Association of the Company. CORPORATE GOVERNANCE DISCLOSURE Your Directors reaffirm their continued commitment to good corporate governance practice. Your Company was in compliance with the provisions of Clause 49 of Listing Agreement with the Stock Exchanges relating to corporate governance. A separate section on corporate governance together with a certificate from the Company's Statutory Auditors forms a part of Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT The Directors hereby confirm : i. In the preparation of the Annual Accounts, applicable accounting standards has been followed alongwith proper explanations relating to material departures, if any. ii. The accounting policies selected have been applied consistently and judgement and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2014 and of the profit of your Company for the year ended on that date ; iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of your Company and for preventing and detecting frauds and other irregularities; iv. The Annual Accounts of your Company have been prepared on a going concern basis. INDUSTRIAL RELATION Cordial relations were maintained with the employees at all levels during the period under review. Directors of your Company wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen in the activities of the Company PARTICULARS OF EMPLOYEES Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975 as amended, is not applicable to your Company because there was no employee getting more than the limit specified in the above said sections of the Companies Act, 1956 CONSERVATION OF ENERGEY AND TECHNOLOGY ABSORPTION Information on conservation of energy and technology absorption required to be disclosed pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 is given in the Annexures and forms part of this reports. ACKNOWLEDGEMENT The Board express its gratitude to the Company's customers, shareholders, various Government Authorities and suppliers for their supports and co-operation. For and on behalf of the Board B. N. Jhunjhunwala Chairman & Managing Director Place : Kolkata Date : 13th May, 2014 |