| Dear Members,
The Directors present their Seventy eighth Annual Report together with
the Audited Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS 2014-2015 2013-2014
Sales & Operating Income were 2664.98 2971.77
Profit/Loss for the year was (371.60) (41.47)
From which is deducted/added
* Depreciation (177.47) (140.89)
* Income Tax relating to earlier year (9.65) -
(558.72) (184.02)
Leaving a Balance of
To which is added : (851.45) (667.43)
-Profit/Loss Brought Forward from
previous year
Making an available Surplus/Deficit of (1410.17) (851.45)
Which is Carried Forward to Next Year
DIVIDEND
In view of loss, Directors do not recommend any dividend for the year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT OPERATIONS
Performance of all the Divisions are as under:-
Marketing Division: The Company has earned royalty of Rs. 407.28 lacs
compared to the last year's Rs. 467.15 lacs.
Sugar Division: The crushing of sugarcane was lower to 5.92 lacs
quintals compared to last year's 7.11 lacs quintals. The production of
sugar was almost in confirmation with the recovery of last year. Due to
rise in sugarcane prices and lower prevailing market prices of sugar
and increase in cost of other inputs, it has resulted in loss during
the year under review.
The Crushing Operations for the season 2014-15 started on 12th
December, 2014 which was continued for 71 days compared to the last
year's 79 days. Performance of the Sugar Division compared to last year
is as under:-
DETAILS 2014-15 2013-14
Start of Crushing Season 12-12-2014 04-12-2013
Close of Crushing Season 20-02-2015 21-02-2014
Cane Crushed (in lacs Qtls) 5.93 7.11
Recovery (%) 8.35 8.34
Sugar Production (in Qtls) 49504 59242
Agriculture Division:
Agriculture products are fully dependent to nature. As reported last
year due to less rain, the yield of sugarcane was less and supply of
sugarcane from captive farms was less compared to last year.
Keeping in view the long term benefit, the company every year plants
trees. This year about 20,000 trees were planted and about 3,19,000
trees are standing as on 31.03.2015 planted by the Company in last 24
years.
INDUSTRIAL STRUCTURE
There is no respite to the sugar industry from huge losses. The
county's ailing sugar industry is still to see better days. The
industry is passing through a deep financial crisis, caused by
continuously falling ex-mill prices and increasing cost of production,
due to high cane prices. The ex-mill sugar prices at present are almost
lower than cost of production by about Rs. 8000/- to Rs. 9000/- per ton
for moderate capacity sugar mill and in case of lower capacity sugar
mills it is lower by Rs. 10,000/- to Rs. 11,000/- per ton. This has
real shrunk the mills' paying capacity for purchase of cane. Due to the
mills incapacity to make timely payment to the farmers, there is a
mounting pile of unsettled dues to the farmers, resulting cane arrears
running into thousand crores. The situation of country's sugar industry
is very bleak. The estimate production of sugar is about 290 lac tons
and the estimated consumption is about 235 lacs tons. It will have a
huge carry forward stock will to much and as such year 2015-16 will
also be bad for sugar industry.
Internal Control Systems: The Company has adequate system of internal
control of safeguard company's assets. All the transactions are
properly authorised, recorded and reported to the management. The
Company also has adequate budgetary control system and actual
performance is monitored by the management consistently.
Human Resources: The Company believes that its employees are a vital
resource in the current business environment. The Company is enjoying
good and congenial industrial relations at all the Divisions of the
Company. As on 31st March, 2015 the total permanent employees were 78
Nos.
WHISTLE BLOWER POLICY:
To ensure that the activities of the Company and its employees are
conducted in a fair and transparent manner by adopting high standards
of professionalism, honesty, integrity, the company has adopted a vigil
mechanism policy. This policy is explained in corporate Governance and
also posted on company's website.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the company and
the policy of the Company on Risk Management has been established. The
Risk Management policy has been uploaded on the website of the Company.
DIRECTORS AND COMMITTEES
At the 77th Annual General Meeting of the Company held on 29th
September 2014, the company had appointed the existing independent
directors Mr. M. K. Jalan (DIN 00598710), Mr. A. K. Kedia (DIN
00502760) and Dr. V. K. Rungta (DIN 00087032) as independent directors
under the companies Act, 2013 and clause 49 of the listing agreement.
At the Board meeting held on 13th March 2015, the Board had appointed
Mrs. Sulekha Dutta (DIN 07114240) as an Additional Director in the
category of Executive Director.
In accordance with the provision of the Companies Act 2013 Mr. Sunil K.
Khaitan (DIN 00127698) and Mr. S. Bafna (DIN 00127681) retires by
rotation and being eligible offer themselves for reappointment.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
the listing agreement the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
as evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholders Relationship Committees. The method of evaluation has
carried out and explained in Corporate Governance Report. REMUNERATION
RATIO OF THE DIRECTORS / KEY MANAGEMRIAL PESONNEL (KMP) / EMPLOYEES
The informationa required pursuent to Section 197 read with Rules of
the Companies (Appointment & Remuneration of Managerial Personnel)
Reules 2014 in respect of employees of the Company and Directors is
furnished here under.
REMUNERATION POLICY
The Board has on the recommendations of Nomination & Remuneration
Committee framed a policy of selection/appointment of Directors, Senior
Management, personnel and their remunerations. The remuneration policy
is stated in Corporate Governance Report.
Sl. Name Designation Remuneration Remuneration
No Paid Ey. Paid Ey.
2014-15 2013-14
1. Surendra Bafna Executive 7.06 lacs 7.33 lacs
Director (includ LTA
1.02 lac
2. Sulekha Dutta CS Director 0.06 lacs -
(KMP)
Sl. Name Increase in Rab/Times permetion of
No Remuneration Emplyoee Remuneration
from previous
year
1. Surendra Bafna 0.93 lac 8 Times
2. Sulekha Dutta Comparison is not possible as
she joined on 13.3.2015
MEETINGS
During the year five Board meetings and one independent directors'
meeting were held. The provisions of the Companies Act, 2013 and of
listing agreement were adhered to while considering the time gap
between two meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and accessing to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013.
1. That in the preparation of the Annual Accounts, the applicable
accounting Standards had been followed except AS-22.
2. That the Directors had selected such accounting policies and
applied them consistently and made judgements 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 financial year and of the
loss of the company for the period.
3. That the Directors have taken proper and sufficient care for
preventing and detecting fraud and other irregularities.
4. That the annual financial statements have been prepared on a going
concern basis.
5. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
6. They have revised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
RELATED PARTY TRANSALTIONS
There were no contracts or arrangements entered into by the company in
accordance with the provisions of Section 188 of the Companies Act,
2013. However, there were no material related party transactions in
terms of clause 49 of the listing agreement. All material related party
transactions that were entered into during the financial year were on
an arm length basis and were in the ordinary course of business. There
are no materally significant related party transactions made by the
company with promoters, Directors, key managerial personnel or other
designated persons which may have a potential conflict with the
interest of the Company at large.
All related party transactions are placed before the Risk and Audit
Committee as also the Board for approval.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website. Name of the Directors has any
pecuniary relationship or transactions vis-a-vis the company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
company and its future oerations.
DEPOSITS
The Company had not accepted / renewed any Deposit during the year
under review and there was no outstanding deposits.
AUDITORS
STATUTORY AUDITORS
M/s Chaturvedi & Co. (Reg. No. 302137E), Chartered Accountants, have
been appointed as Statutory Auditors of the company at the last Annual
General Meeting for the year 2014-15 till conclusion of next Annual
General Meeting. M/s Chaturvedi & Co. had resigned as Statutory Auditors
on 13.02.2015. The Board of Directors had accepted its resignation and
appointed M/s O. P. Sharma & Associates, Chartered Accountants, Sharma
Market, 5th, 9, Old China Bazar Street, Kolkata - 700001 (Reg. No.
302137E) in the meeting held on 13.03.2015 to fill the casual vacancy
caused by the resignation of M/s Chaturvedi & Co. As per Section 139(8)
of the Companies Act 2013 M/s O P Sharma & Associates appointment was
approved by the Shareholder in the Extra Ordinary General Meeting held
on 27th May 2015.
M/s O. P. Sharma & Associates, Chartered Accountants retire at the
ensuing Annual General Meeting and are eligible for the re-appointment.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rule, 2014 the company had appointed M/s N K & Associats (CP No 3725)
Company Secretaries to undertake the Secretarial Audit of the company.
The Secretarial Audit Report is annexed herewith as 'Annexure 1'.
INTERNAL AUDITORS
M/s S. Mandal & Co.,(FR No. 314188E) Chartered Accountants performs the
duties of internal auditors of the company and their report was
reviewed by the Audit Committee.
COST AUDITORS
Your Board has appointed M/s A B & Co. (Reg. No. 00256) qualified Cost
Accountants to carry out Cost Audit of the Cost Accounts maintained by
the Company in respect of Sugar Division. This appointment has to be
made at the beginning of each financial year. As such an application
has already been forwarded to the Central Government to approve the
appointment for the current financial year.
CHANGE IN DIRECTORS AND KEY MANAGERIALS PERSONNEL
During the year Mrs. Sulekha Dutta joined as Company Secretary and
Director of the Company with effective from 13.3.2015
CORPORATE GOVERNANCE REPORT
As per Clause 49 of the Listing Agreement annexed to the said report a
separate report on Corporate Governance as a part of the Annual Report
and the Auditors' Certificate on compliance is annexed to the said
report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
& OUTGOING
The information on conservations of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules 2014 is annexed herewith as 'Annexure 2.' EXTRACT OF ANNUAL
RETURN
The details for forming part of the extract of Annual Return in Form
MGT 9 is annexed as Annexure '3'.
PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnels)
Rules 2014 in respect of employees of the Company is as follows:-
The company has one Executive Director who has been paid Rs. 7.06 Lacs
p.a.. His remuneration was increased by 14.76% compared to last year.
Due to financial constraints no increase was made in salary/wages
except increase in VDA as per Agreement with the unions. Rs 1.80 lacs
was paid as sitting fees to the Directors.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personal) Rule 2014 are (a) Employed through
out the year - NIL (b) Employed part of the year - NIL.
The remuneration paid to all key managerial Personnel was in accordance
with remuneration policy adopted by the company.
IMPAIRMENT OF ASSETS
Due to financial constraints and to reduce the liability of the Company
to some extent your directors have to undertaken impairment of
company's land through sale/long term lease of the company's
agricultural land.
FINANCIAL VIABILITY OF COMPANY
The production of sugar in the country is much higher than the county's
consumption and huge carry over stock of sugar. The prevailing market
prices do not seem to increase. However, the company is exploring
various avenues for revival of the Company.
The Sugar Industry of the Country is passing through a very bad phase
for last few years. The sugar industry is not in a position even to
cover cost of production. There is a wide gap between cost of
production and the market prices of sugar. This has seriously affected
the liquidity position of the sugar industry. Due to the said reason
the Company could not pay the various dues in time e.g. Service Tax,
Gratuity, wages to the workers, premium for LIC Group Gratuity Fund
etc. and other dues.
The company taking steps to get the balance confirmation from
Debtors/Creditors loan deposits capital advances against land, land
rent etc. Your directors are taking action to get confirmation from
Bank.
Deferred Tax Assets represent brought forward balance for earlier years
which shall be written off in due course.
Erroneously the Form No MGT 14 with Registrar of Companies in respect
of resolution passed for approval of quarterly result for June 15 was
not filed. We are in process of filing the same.
We are in process of filing Form No. DIR-12, MGT 14 and MR-1 for
appointment of CFO.
The company hed already paid the required licence fees to the
Environmental Authorities for renewal of licence. The company is taking
all necessary steps to fulfill the requirement of Environment
(Protection) Act 1986. The water (Prevention and Control of Pollution)
Act 1974 and the Air (Prevention and Control of Pollution) Act, 1981.
ACKNOWLEDGEMENTS
The company has been well supported from all quarters and therefore
your directors wish to place on record their sincere appreciation for
the support and co-operation from Employees, suppliers Government of
West Bengal, cane growers, depositors and the shareholders.
For and on behalf of the Board
Sunil K. Khaitan, Chairman
The 29th May, 2015 (Din 00127698)
Kolkata
The 29th May, 2015 |