| Dear Members,
The Board of Directors presents 22nd Annual Report and the Audited
Financial Results of the 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, 91.28 251.28
Depreciation and Tax
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 303.93 450.28
Sheet
REVIEW OF OPERATIONS
During the year under review, owing to general sluggishness in steel
and coke sector, the volume of sales and realization have been
adversely affected. The Company has earned total income of Rs.1735.30
lacs as against Rs.1896.62 lacs registered in the previous year. The
Company has incurred a loss after tax of Rs. 78.63 lacs as against
profit after tax of Rs. 1.88 lacs in the previous year.
DIVIDEND
In view of the losses incurred during the year, your directors do not
recommend any dividend.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, a report on the Corporate Governance along with Certificate
of the Auditors and a Report on Management Discussion and Analysis are
annexed and forms part of this Annual Report.
DIRECTORS
Appointment of Independent Directors :
Mr. Alok Sawa and Mr. Abhishek Chhapolika have been appointed on the
Board of the Company as Independent Director for a period of 5 years
upto 31st March, 2019. The Independent Directors have given
declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
Appointment of Additional Director:
The Board has appointed Mrs. Vibha Tulsyan as an additional director
w.e.f. 30.03.2015 to hold office upto the conclusion of the ensuing
Annual General Meeting. Mrs. Vibha Tulsyan 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 Choudhuri have resigned from the Board of
Directors of the Company w.e.f. 26.08.2014,
Number of Board Meetings held :
The Board of Directors duly met eight times on
30.05.2014, 30.07.2014, 26.08.2014, 12.11.2014,
20.11.2014, 11.01.2015, 14.02.2015, 31.03.2015.
PUBLIC DEPOSITS
The Company has not accepted or renewed any Public Deposits, as defined
under provisions of Chapter V of the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013 with respect to Directors' Responsibility Statement, your
Directors hereby confirm and state that:
a) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
b) they have 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 at the end of the year ended 31st March, 2015 and of the
losses of the company for the same period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
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 and were operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
AUDIT COMMITTEE
The Audit Committee comprises of Mr Abhishek Chhapolika - Chairman, Mr
Alok Sawa and Mr Prashant Tulsyan as Members. The committee
periodically discusses with the Statutory Auditors about the internal
control system, the scope of audit and reviews the financial statements
before submission thereof to the Board and ensures compliance of
internal control system apart from considering any reference made to it
by the Board of Directors.
AUDITORS
M/s Agarwal Khemka & Associates, Chartered Accountants, retires as
Statutory Auditors of the Company at the ensuing Annual General Meeting
and are eligible for re-appointment. As required under Section 139 of
the Companies Act, 2013, the Company has received a written
confirmation from them to the effect that their reappointment, if made,
would be subject to the conditions as prescribed under Rule 4 of the
Companies (Audit and Auditors) Rules 2014 and that they are not
disqualified from being appointed as Statutory Auditors of the Company.
AUDITORS' REPORT
The observations of the Auditors in their Report read with relevant
notes on the Accounts, as annexed are self explanatory and they do not
call for further explanation in this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to
the corporate social responsibility are not applicable as the Company
does not fall in any of the criteria mentioned in that Section.
SECRETARIAL AUDIT REPORT
According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit Report
submitted by Mr. Rajarshi Ghosh, Company Secretary in Practice is
annexed 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 the company. The Board has been addressing various risks
impacting the Company including identification therein of elements of
risk, if any, which in the opinion of the Board may threaten the
existence of the company.
VIGIL MECHANISM
In pursuance to the provisions of Section 177 (9) & (10) of the
Companies Act, 2013 and provisions of the Listing Agreement, a Vigil
Mechanism Policy for directors and employees 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 policy on Directors' appointment which identifies the
qualifications, positive attributes, independence of the Directors.
The Committee has also recommended to the Board a Policy on
remuneration for the Directors, Key Managerial Personnel and other
employees.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy : The Coke Ovens are designed in such a way
that considerable amount of energy is saved.
B. Technology Absorption : The present technology used in
manufacturing process is Indigenous. The Company has not carried out
any research and development activities during the 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 arms length basis and were in the ordinary course of
business. The Company has not entered into material related party
which require disclosures under the provisions of the Companies Act,
2013 and the listing agreement.
LOANS, GUARANTEES AND INVESTMENT
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
ACKNOWLEDGEMENTS
The Directors place on record their gratitude to the bankers, media,
Government and other agencies for their assistance, cooperation and
encouragement extended to the Company. The Directors also wish to place
on record their sincere thanks and appreciation for the continuing
support and unstinted efforts of investors and employees during the
year under review.
By Order of the Board
For AUROMA COKE LIMITED
Place : Kolkata Prashant Tulsyan
Dated : 30th May, 2015 Whole-time Director
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