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Directors Report of AI Champdany Industries Ltd.

Mar 31, 2015

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report of your Company and the Company''s Audited Financial Statements for the financial year ended 31 March 2015.

FINANCIAL RESULTS (Rs. in lacs) Year ended Year ended 31st March, 31st March, 2015 2014

Profit before Finance Cost, Depreciation and Tax 1147.32 1713.12

Finance Cost 1234.66 946.06

Depreciation and Amortisation 561.34 679.56

Profit / (Loss) Before Tax (648.68) 87.50

Provision for Tax:

- Current Tax / MAT 2.40 19.44

- MAT Credit entitlement - (17.04)

- Tax for prior years (7.32) -

- Deferred Tax (Asset) (230.47) (33.15)

Profit / (Loss) After Tax (413.29) 118.25

Profit Brought Forward from Previous Years 6.20 2.95

Amount available for Appropriation (407.09) 121.20

Transfer to Capital Redemption Reserve - 115.00

Surplus / (Loss) Carried over (407.09) 6.20

DIVIDEND

In view of loss, your Directors do not recommend any dividend on 2% Preference Shares and on Equity Shares.

OPERATIONS

Sales / Income from operation was Rs.301.78 crores compared to Rs.335.20 crores in the previous year and it was lower mainly due to lower off take of ''B Twill'' Jute bags by the Central Government Procurement Agencies thereby adversely affecting the entire industry. However, export sales were marginally better at Rs.60.80 crores compared to Rs.57.94 crores in the previous year. Overall operating performance was affected for the reasons mentioned in the Management Discussion and Analysis Report annexed hereto.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There have been no change in the nature of business of the Company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The Company declared the suspension of work at Weaving Unit, Rishra and Anglo-India Jute Mill (Middle Mill), Jagatdal with effect from 23rd May, 2015 and 26th May, 2015 respectively.

RISK MANAGEMENT FRAMEWORK

As required pursuant to Section 134(3) and clause 49 of the SEBI Listing Agreement, your company has a Risk Management Framework approved by the Board of Directors. The Risk Management Framework provides the mechanism for risk assessment and its mitigation. The Risk Management Framework is being periodically reviewed by the Audit Committee and the Board of Directors.

DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN IN WORKPLACE

The Company has received no complaints from any women employee during the year regarding Sexual Harassment of Women in Workplace (Prevention, Prohibition & Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration exceeding the limit under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CHANGES IN KEY MANAGERIAL PERSONNEL

On resignation of Mr. Surajit Sen with effect from 24 May 2014, Mr. Swaroop Saha was appointed as the Company Secretary and Compliance Officer with effect from 26 May 2014.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in a separate statement attached to this report and forms part of it.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Bhushan Wadhwa, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri G J Wadhwa stepped down from the Chairmanship and Directorship of the Company with effect from 30 May 2014 on attaining the age of 89 years and the Board, while accepting his resignation, wished him good health and placed on record its deep appreciation for his visionary leadership and valuable guidance made available to the Company during his long association of more than 4 decades. In recognition of such dedicated service to the Company and considering his stature in the Jute Industry, the Board of Directors were pleased to confer upon Shri Wadhwa "Chairman Emeritus" status of the Company from the date of his stepping down as Chairman of the Company.

With effect from 12 May 2014, the Board was pleased to elevate Mr. N Pujara as Managing Director from Executive Director and the same was approved by the shareholders at the last Annual General Meeting of the Company held on 12 August, 2014.

Ms. Ramiya Hariharan was appointed as an Additional Director of the Company with effect from 12 August 2014 and she shall hold office upto the date of the ensuing Annual General Meeting of the Company and being eligible, offers herself for reappointment as Independent Director.

On 31 March 2015 shareholders by way of a postal ballot approved the appointment of Shri Harbhajan Singh, Shri Narottam Das and Dr. Basudeb Sen upto the conclusion of the 99th Annual General Meeting of the Company in the calendar year 2017 as Independent Directors who are not eligible to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and clause 49 of the Listing Agreement with Stock Exchanges.

BOARD EVALUTION

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance. The Directors expressed their satisfaction with the evaluation process.

DISCLOSURES ON MANAGERIAL REMUNERATION

Details of Managerial Remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure I of this Report.

STATUTORY AUDITORS

At the 96th Annual General Meeting held on 12 August 2014, the members had appointed M/s D.P.Sen & Co., Chartered Accountants, having registration number 301054E, as the Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting.

The Company has received a consent letter from M/s D.P.Sen & Co., Chartered Accountants, to the effect that their appointment, if made, at the ensuing Annual General Meeting for next year would be in terms of Sections 139 and 141 of the Companies Act, 2013 and the rules made thereunder. The Board proposes to appoint M/s D.P.Sen & Co., Chartered Accountants, as the Statutory Auditors of the Company from conclusion of 97th Annual General Meeting till conclusion of 98th Annual General Meeting, subject to the approval of the shareholders.

COST AUDITORS

M/s N Radhakrishnan & Co., Cost Accountants, were appointed as Cost Auditor for auditing the Cost Accounts of the Company for the year ended 31 March 2015 by the Board of Directors. The remuneration proposed to be paid for the FY 2015-16 to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting.

M/s N Radhakrishnan & Co., Cost Accountants, have given their consent to act as Cost Auditor of the Company for the Financial Year 2015-16 confirming that their appointment is within the limits of Section 139 and certified that they are free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.

The Cost Audit Report for the year 2013-14 has been filed with the Ministry of Corporate Affairs within the due date of filing.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (5) of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the financial year ended 31 March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors 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 financial year and of the loss of the Company for that period;

c) that 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) that the Directors have prepared the annual accounts for the financial year ended 31 March 2015, on a going concern basis;

e) that the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 is annexed as Annexure II.

SECRETARIAL 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, the Secretarial Audit Report submitted by M/s K. Arun & Co., Company Secretaries, is enclosed as part of this report as Annexure III.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN THEIR REPORT AND BY THE COMPANY SECRETARY IN PRACTICE IN THEIR SECRETARIAL AUDIT REPORT

Qualified opinion by the Statutory Auditors in their Report have been adequately dealt with in the Notes to the Accounts, which is explained hereunder.

The Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit i.e. Anglo-India Jute Mill (Middle Mill), Jagatdal it was accounted for on cash basis for the intervening period of 1996- 97 to 2006-07 as explained in Note No.44 to the Full Accounts and Note No.11 to the Abridged Accounts.

The Secretarial Auditor have not given any qualification, reservation or adverse remark or disclaimer in their Audit Report.

MEETINGS OF THE BOARD

5 Meetings of the Board of Directors were held during the year. For further details please refer to Report on Corporate Governance annexed in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 and the Accounting Standard (AS21), the Consolidated Financial Statement is provided in the Annual Report.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY

Landale & Clark Ltd. and AIC Properties Ltd. ceased to be subsidiary of the company with effect from 19 May 2014 on disinvestment of part shareholding.

Pursuant to Sub-Section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary i.e. Champdany Construction Ltd. is presented in a separate section in Form AOC 1 as Annexure IV.

LISTING WITH THE STOCK EXCHANGES

The Company''s Equity shares are listed on the Bombay Stock Exchange and National Stock Exchange and annual listing fees for financial year 2015-16 has been paid to the BSE and NSE.

The shares of the Company were delisted from the Calcutta Stock Exchange with effect from 20 April 2015 so as to reduce the compliance cost including listing fees as no services were being made available by the Calcutta Stock Exchange to the shareholders of the Company and no trading in the shares also took place at the Calcutta Stock Exchange during the last 20 years.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No Significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. were passed by the Regulators for or against the Company during the financial year ended 31 March 2015.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has in place Internal Financial Control Systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational and compliance of various internal controls and other regulatory and statutory compliances. The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal Financial Control Systems in the Company. Based on the report of Internal Auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loans, provided any guarantees or made any investments as covered under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES

All transactions entered into with related parties as defined under of the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PREVENTION OF INSIDER''S TRADING

In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 and its subsequent amendments in 2008 and 2015, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of the shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company Secretary is the Compliance Officer for the purpose of these Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a Certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors'' Report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from the Company''s bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.

On Behalf of the Board G. Goswami Place: Kolkata N. Pujara Dated: 30 May 2015 Directors


Mar 31, 2014

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their report alongwith Audited Financial Results of the Company for the year ended 31 March 2014.

(Rs. in lacs)

Year ended Year ended 31st March, 31st March, 2014 2013

Profit before Finance Cost, Depreciation, and Tax 1,713.12 1,679.38

Finance Cost 946.06 905.50

Depreciation and Amortisation 679.56 694.17

Profit Before Tax 87.50 79.71

Provision for Tax:

- Current Tax / MAT 19.44 17.91

- MAT Credit entitlement (17.04) -

- Deferred Tax Liability/ (Asset) (33.15) (25.41)

Profit After Tax 118.25 87.21

Adjustment relating to earlier years (taxes) - 44.09

Profit after adjustment for taxes for earlier years 118.25 43.12

Profit Brought Forward from Previous Years 2.95 82.19

Amount available for Appropriation 121.20 125.31

Dividend on Preference Shares on Redemption - 53.66

Tax on Dividend - 8.70

Transfer to Capital Redemption Reserve 115.00 60.00

Surplus Carried over 6.20 2.95



DIVIDEND

In view of inadequacy of profits, your Directors do not recommend any dividend on 2% Preference Shares and on Equity Shares.

ALLOTMENT OF EQUITY SHARES ON CONVERSION OF CONVERTIBLE SHARE WARRANTS ON PREFERENTIAL BASIS TO PROMOTER GROUP ENTITIES

In Terms of special resolution passed by the shareholders at the Annual General Meeting held on 12 September 2012 and in compliance of the SEBI (ICDR) Regulations, 2009, 2,683,045 convertible warrants were allotted to promoter group entities on 26.09.2012 on payment of 25% application money. During the year the Company received the balance 75% of the warrant issue price and accordingly 2,683,045 fully paid up equity shares of Rs. 5/- each were allotted on 15.05.2013 on conversion of warrants and the total amount of Rs. 550.02 lacs receifed against warrants were credited to Equity Share Capital Rs. 134.15 lacs and Security Premium Reserve Rs. 415.87 lacs. Consequently the paid up equity capital increased to Rs. 1371.04 lacs and security premium reserve increased to Rs. 3221.61 lacs. The statutory auditor has certified that the proceeds of the above issue have been utilized for the purpose as stated in the shareholders'' resolution dated 12 September 2012.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate Section and forms part of the Directors'' Report.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors'' Report.

BOARD OF DIRECTORS

Mr G J Wadhwa joined the Board of The Champdany Jute Company Limited (since merged with your Company) in the year 1968 and appointed as the Chairman in 1993. He was appointed as Director and Chairman of your Company in 2006 on merger of The Champdany Industries Limited (old name The Champdany Jute Company Limited). He stepped down as the Chairman and Director of your Company on 30 May 2014 on attaining the age of 89 years and was appointed as Chairman Emeritus of the Board on the same date. The Directors while wishing him good health placed on record their sincere appreciation of Mr Wadhwa''s association of nearly 4½ decades with the group during which his visionary leadership, strategic direction contributed immensely in the growth of the group and your Company.

Mr N Pujara was elevated as Managing Director from 12 May 2014, subject to approval of members at the ensuing Annual General Meeting.

In terms of Articles of Association of the Company, Mr D J Wadhwa, Dr G Goswami and Mr S M Palia, Directors retire at the ensuing Annual General Meeting under the provisions of the Companies Act 1956. The Company has received requisite notices in writing from members proposing Dr G Goswami and Mr S M Palia for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

The brief resume/details relating to Director seeking appointment / re-appointment are furnished in the Annexure to the notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956.

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with a proper explanation relating to material departures;

(ii) that the Directors 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 financial year and of the profit of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Annual Accounts have been prepared on a going concern basis.

AUDITORS

D. P . Sen & Co., Chartered Accountants, Kolkata, the Statutory Auditors of the Company, hold office until conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

APPOINTMENT OF COST AUDITOR

The Board of Directors at its Meeting held on 30 May 2013 has reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for carrying out audit of cost accounting records in respect of jute goods for the financial year 2013-14.

The Auditors Reports on cost accounting records of the Company for the financial year 2012-13 were filed with Ministry of Corporate Affairs on 26 September 2013 (within the due date).

SUBSIDIARY

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies are disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary companies are also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The consolidated financial statement presented by the Company include the financial results of its subsidiary companies i.e. Champdany Construction Ltd, Landale & Clerk Ltd and AIC Properties Ltd. Landale & Clerk Ltd and AIC Properties Ltd have ceased to be subsidiary companies w.e.f. 19 May 2014 on divestment of part shareholding.

CONSOLIDATED FINANCIAL STATEMENT

In compliance with the requirements of Accounting Standards (AS-21) prescribed by the Institute of Chartered Accountants of India, on the Consolidated Financial Statement, this Annual Report also includes the Consolidated Financial Statement.

AUDITOR''S REPORT

Qualified opinion by the Auditors in their report have been adequately dealt with in the Notes 46 and 47 of the Accounts, which are explained hereunder seriatim.

(i) In respect of Loss on Account of Fire at the Company''s Wellington Jute Mill on 21 January 2011, the Company has not made any adjustment in the books as the claim is pending settlement with the Arbitrator. The Company recognises insurance claims on receipt/assessment basis of related claim from the insurance authorities.

(ii) The Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit i.e. Jagatdal, it was accounted for on cash basis for the intervening period of 1996-97 to 2006-07 as explained in Note No. 47 to the Accounts.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The provision of Section 217(2A) of the Companies Act, 1956 read with rules thereunder is not applicable to the Company, since there is no employee in the service of the Company drawing remuneration in excess of the prescribed limit.

Additional information required under Section 217(1)(e) of the Companies Act, 1956 on conservation of energy, technology absorption and foreign exchange earnings and outgo, is set out in a separate statement attached to this report and forms part of it.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work etc as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from the Company''s bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.

On Behalf of the Board Place: Kolkata B.Wadhwa Dated: 30May 2014. N.Pujara Directors


Mar 31, 2013

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their report alongwith Audited Financial Results of the Company for the year ended 31 March 2013.

(Rs. in lacs)

Year ended Year ended 31st March, 2013 31st March, 2012

Profit before Finance Cost, Depreciation and Tax 1679.38 1559.95

Finance Cost 905.50 801.48

Depreciation and Amortisation 694.17 697.34

Profit Before Tax 79.71 61.13

Provision for Tax:

- Current Tax 17.91 13.15

- Deferred Tax Liability/ (Asset) (25.41) (27.03)

Profit After Tax 87.21 75.01

Adjustment relating to earlier years (taxes) 44.09 7.18

Profit after adjustment for taxes for earlier years 43.12 67.83

Profit Brought Forward from Previous Years 82.19 14.36

Amount available for Appropriation 125.31 82.19

Dividend on Preference Shares on Redemption 53.66

Tax on Dividend 8.70

Transfer to Capital Redemption Reserve 60.00

Surplus Carried over 2.95 82.19



DIVIDEND

In view of inadequacy of profits, your Directors do not recommend any dividend on 2% Preference shares and on Equity Shares.

REDEMPTION OF PREFERENCE SHARES

Out of the proceed of the fresh issue of shares, the Company has redeemed 2200000 nos 7% cumulative preference shares of Rs. 10/- each aggregating to Rs. 220 lacs. The company has paid cumulative dividend of Rs. 53.66 lacs on the above preference shares and tax on dividend of Rs. 8.70 lacs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate Section and forms part of the Directors'' Report. CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors'' Report. BOARD OF DIRECTORS

Mr. S.K. Mehera after having served on the Board of the Company for more than 37 years did not seek re-election on retirement by rotation at the last Annual General Meeting held on 12 September 2012 due to his attaining the age of 84 years. Accordingly, he ceased to be the member of the Audit Committee and Remuneration Committee. The Board placed on record its gratitude and appreciation for the guidance and advice received from Mr. S. K. Mehera during his long association with the Company. In place of Mr. S. K. Mehera, Mr. N. Das was inducted as a member of the Audit Committee and Mr. Harbhajan Singh was inducted as a member of the Remuneration Committee.

As per the provisions contained in the Companies Act, 1956 and the Articles of Association of the Company, Mr. Harbhajan Singh, Mr. N Pujara and Mr. B Wadhwa, Directors retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume/details relating to Directors seeking re-appointment are furnished in the Annexure to the notice of the ensuing Annual General Meeting.

ISSUE OF EQUITY SHARES & CONVERTIBLE SHARE WARRANTS ON PREFERENTIAL BASIS TO PROMOTER GROUP ENTITIES

In terms of the special resolution passed by the shareholders at the last Annual General Meeting held on 12 September 2012 and in compliance of the SEBI (ICDR) Regulations, 2009, the Company allotted total 2204786 nos of equity shares of Rs.5/- each fully paid up at a price of Rs.20.50 (including premium of Rs.15.50) per share and 2683045 nos of convertible equity warrants at a price of Rs. 20.50 (including premium of Rs. 15.50) per warrant to promoter group entities on 25 & 26 September 2012 respectively. The paid up equity capital accordingly increased to Rs. 1236.87 lacs after the said issue and on convertible warrants 25% money has been paid alongwith application and the balance payable within 18 months from the date of allotment as per the terms of the issue. The statutory auditor has certified that the proceeds of the above issue have been utilised for the purpose as stated in the shareholders'' resolution dated 12 September 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956.

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with a proper explanation relating to material departures;

ii) that the Directors 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 financial year and of the profit of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Annual Accounts have been prepared on a going concern basis.

LEGAL MATTERS

The Company''s two foreign shareholders – Blancatex AG and Aldgate International SA have filed two separate petitions under section 397 and 398 of the Companies Act, 1956 before the Company Law Board (CLB) primarily challenging the transfer of the Rampur Texpro Unit to Champdany Constructions Ltd, the Company''s wholly owned subsidiary and proposed transfer of the Shalimar Unit to AIC Properties Ltd, another wholly owned subsidiary of the Company.

The CLB had passed an interim order dated 12 January 2010 against the Company restraining it from acting in furtherance of the resolution for transfer of the Shalimar Unit during the pendency of the proceedings. The said order also restrained Champdany Constructions Ltd from transferring or creating any third party interest in the fixed assets of the Rampur Texpro Unit. The interim order dated 12 January 2010 has been set aside/modified in an appeal filed by the Company''s subsidiary Champdany Constructions Ltd which has been allowed to lease out the premises in question.

Ultimately, the said two shareholders i.e. Blancatex AG and Aldgate International SA chose not to proceed with the main two petitions and sought for leave before the CLB to withdraw the said petitions. Accordingly, Leave was granted by the CLB to withdraw the said two petitions and by an Order dated 26 November 2012, passed by the Bench, the petitions filed are dismissed. Consequently, all interim orders passed by the CLB were vacated. As a result, whereof pending proceedings before the High Court under Section 10F of the Companies Act filed by two above shareholders were also dismissed for non-prosecution.

AUDITORS

D. P. Sen & Co.,Chartered Accountants, Kolkata, the Statutory Auditors of the Company, hold office until conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

APPOINTMENT OF COST AUDITOR

The Board of Directors at its Meeting held on 30 May 2012 has reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for carrying out audit of cost accounting records in respect of jute goods for the financial year 2012-13.

The Auditors Report on cost accounting records of the Company for the financial year 2011-12 were filed with Ministry of Corporate Affairs on 19 February 2013 (within the due date).

SUBSIDIARY

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies are disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary companies are also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies. The consolidated financial statement presented by the Company include the financial results of its subsidiary companies i.e. Champdany Constructions Ltd., Landale & Clark Ltd. and AIC Properties Ltd. West Bengal Multifiber Jute Park Ltd. has ceased to be a Subsidiary with effect from 5 March 2013.

CONSOLIDATED FINANCIAL STATEMENT

In compliance with the requirements of Accounting standards (AS-21) prescribed by the Institute of Chartered Accountants of India, on the Consolidated Financial Statement, this Annual Report also includes the Consolidated Financial Statement.

AUDITOR''S REPORT

Observations of the Auditors in their report vide para A.I, have been adequately dealt with in the Notes 45 to 48 of the Accounts, which are explained hereunder seriatim.

i) The commodity hedging contracts are accounted for on the date of their settlement and realised gain/loss in respect of only settled contracts are recognised in the Profit and Loss Account, alongwith underlying transactions. This is in accordance with the principles of prudence.

ii) In respect of Loss on Account of Fire at the Company''s Wellington Jute Mill on 22 April 2006 and 21 January 2011, the Company has not made any adjustment in the books as the claim is pending settlement with the Arbitrator and Insurance Company respectively. The Company recognises insurance claims on receipt/assessment basis of related claim from the insurance authorities.

iii) The Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit i.e. Jagatdal, it was accounted for on cash basis for the intervening period of 1996-97 to 2006-07 as explained in Note No. 47 to the Accounts.

iv) Remission of Taxes by the Sales Tax authorities: The matter is pending for settlement with the authorities and will be adjusted on reaching finality. Meanwhile it has been adequately explained in the Note 48(a) to the Accounts which is an integral part of the Annual Accounts.

v) There is a long-standing advance of Rs.26.93 lacs which is pending since takeover of erstwhile Anglo- India Jute Mills Co. Ltd from BIFR and recoverable from the erstwhile promoter.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The provision of Section 217(2A) of the Companies Act, 1956 read with rules thereunder is not applicable to the Company, since there is no employee in the service of the Company drawing remuneration in excess of the prescribed limit.

Additional information required under Section 217(1)(e) of the Companies Act, 1956 on conservation of energy, technology absorption and foreign exchange earnings and outgo, is set out in a separate statement attached to this report and forms part of it.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work etc as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from Export-Import Bank of India, the Government of West Bengal, the Company''s bankers, customers, employees, shareholders and other business associates.

On behalf of the Board

Place: Kolkata B Wadhwa 1

Date: 30 May 2013 N Pujara } Directors


Mar 31, 2012

The Directors have pleasure in presenting their report alongwith Audited Financial Results of the Company for the year ended 31st March 2012.

(Rs. in lacs)

Year ended Year ended 31st March, 31st March, 2012 2011

Total Income 39440.62 34515.21

Profit before Finance Cost, Depreciation, Exceptional items and Tax 1921.32 1294.58

Less:

Finance Cost 801.48 619.08

Depreciation and Amortisation 697.34 652.79

Profit before Exceptional items and Tax 422.50 22.71

Exceptional items 361.37 0.93

Profit Before Tax 61.13 21.78

Provision for Tax:

- Current Tax 13.15 6.30

- Deferred Tax Liability/(Asset) (27.03) 0.35

Profit After Tax 75.01 15.13

Adjustment relating to earlier years (taxes) 7.19 15.99

Balance carried over 67.82 (0.86)

DIVIDEND:

In view of inadequacy of profits, your Directors do not recommend any dividend on Preference or Equity Shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate Section and forms part of the Directors' Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors' Report.

BOARD OF DIRECTORS:

As per the provisions contained in the Companies Act, 1956 and the Articles of Association of the Company, Mr. S. K. Mehera, Mr. S. M. Palia and Mr. N. Das, Directors retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume/details relating to Directors seeking re-appointment are furnished in the Annexure to the notice of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956.

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with a proper explanation relating to material departures.

(ii) that the Directors 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 financial year and of the profit of the Company for that period.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Annual Accounts have been prepared on a going concern basis.

LEGAL MATTERS

The Company's two foreign shareholders - Blancatex AG and Aldgate International SA have filed two separate petitions under section 397 and 398 of the Companies Act, 1956 before the Company Law Board (CLB) primarily challenging the transfer of the Rampur Texpro Unit to Champdany Constructions Ltd, the Company's wholly owned subsidiary and proposed transfer of the Shalimar Unit to AIC Properties Ltd, another wholly owned subsidiary of the Company.

The CLB had passed an interim order dated 12 January 2010 against the Company restraining it from acting in furtherance of the resolution for transfer of the Shalimar Unit during the pendency of the proceedings. The said order also restrained Champdany Constructions Ltd from transferring or creating any third party interest in the fixed assets of the Rampur Texpro Unit. The interim order dated 12 January 2010 has been set aside/modified in an appeal filed by the Company's subsidiary Champdany Construction Ltd which has been allowed to lease out the premises in question.

The Company is contesting the said petitions to be without any merit since the transfer of the Rampur Texpro Unit and proposed transfer of the Shalimar Unit have been approved by the majority shareholders of the Company.

In the pending proceedings, the two shareholders also sought disclosure of certain documents including board minutes and notes etc.

The Company has strongly contested the said application as well. CLB vide its order dated 17 May 2010 partly allowed the said application and directed the company to disclose board minutes relating to incorporation of subsidiary companies for diversifying into the construction and/or real estate business and expenditure and income that may be generated from the Rampur Texpro Unit and the Shalimar Unit.

The Company preferred two appeals separately against the two shareholders viz. Blancatex AG and Aldgate International SA. Blancatex AG and Aldgate International SA also preferred cross appeals challenging the Order dated 17 May 2010 for not allowing inspection and disclosure of all the documents as sought.

By a Judgement dated 21 March 2011, all the appeals were disposed of by the Hon'ble High Court directing the two shareholders to file their respective rejoinders and directed the CLB to reconsider the application seeking disclosure after completion of pleadings. Blancatex AG and Aldgate International SA have filed their respective rejoinders.

The two shareholders Blancatex AG and Aldgate International SA" have now approached the Company with a proposal of settlement and have proposed to withdraw the proceedings. The proposal is being considered.

AUDITORS;

D. P. Sen & Co., Auditors of the Company, hold office until conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Appointment of Cost Auditor:

The Board of Directors at its Meeting held on 30 May 2011 has reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for carrying out audit of cost accounting records in respect of jute goods for the financial year 2011-12.

The Auditors Reports on cost accounting records of the company for the financial year 2010-11 were filed with Ministry of Corporate Affairs on 5 September 2011 (within the due date).

SUBSIDIARY:

As required under the provisions of Section 212 of the Companies Act, 1956, the Audited Accounts, together with the Directors' Report and Auditor's Report of the subsidiary Companies namely, Landale & Clark Limited, West Bengal Multifiber Jute Park Ltd, Champdany Constructions Limited and AIC Properties Ltd, are appended to and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT:

In compliance with the requirements of Accounting Standards (AS-21) prescribed by the Institute of Chartered Accountants of India, on the Consolidated Financial Statement, this Annual Report also includes the Consolidated Financial Statement.

AUDITOR'S REPORT:

Observations of the Auditors in their report vide para D (I) (i) to D (I) (v), have been adequately dealt with in the Notes 45 to 48 of the Accounts, which are explained hereunder seriatim.

(i) The commodity hedging contracts are accounted for on the date of their settlement and realised gain/loss in respect of only settled contracts are recognised in the Profit and Loss Account, alongwith underlying transactions. This is in accordance with the principles of prudence.

(ii) In respect of Loss on Account of Fire at the Company's Wellington Jute Mill on 22nd April, 2006 and 21st January 2011, the Company has not made any adjustment in the books as the claim is pending settlement with the Arbitrator and Insurance Company respectively. The Company recognises insurance claims on receipt/assessment basis of related claim from the insurance authorities.

(iii) The Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit i.e. Jagatdal, it was accounted for on cash basis for the intervening period of 1996- 97 to 2006-07 as explained in Note No.47 to the Accounts.

(iv) Remission of Taxes by the Sales Tax authorities: The matter is pending settlement with the authorities and will be adjusted on reaching finality. Meanwhile it has been adequately explained in the Note 48 (a) to the Accounts which is an integral part of the Annual Accounts.

(v) There is a long-standing advance of Rs. 26.93 lacs which is pending since takeover of erstwhile Anglo-India Jute Mills Co. Ltd from BIFR and recoverable from the erstwhile promoter on finality of court cases.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

The provision of Section 217(2A) of the Companies Act, 1956 read with rules thereunder is not applicable to the Company, since there is no employee in the service of the Company drawing remuneration in excess of the prescribed limit.

Additional information required under Section 217(1)(e) of the Companies Act, 1956 on conservation of energy, technology absorption and foreign exchange earnings and outgo, is set out in a separate statement attached to this report and forms part of it.

INDUSTRIAL RELATIONS:

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work etc as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from Export-Import Bank of India, the Government of West Bengal, the Company's bankers, customers, employees, shareholders and other business associates.

On Behalf of the Board

D. J. Wadhwa N. Pujara Director Director

Place: Kolkata

Dated: August 13th 2012.


Mar 31, 2010

The Directors have pleasure in presenting their report alongwith Audited Financial Results of the Company for the year ended 31st March 2010.

(Rs. in lacs)

Year ended Year ended

31st March, 2010 31st March, 2009

Total Income 24613.75 30906.86

Profit before Interest, Depreciation, Exceptional items (net) and Tax 1601.45 1924.87

Less:

Interest 676.21 728.61

Depreciation 769.01 845.84

Exceptional items (net) 83.36 165.40

Profit Before Tax 72.87 185.02

Provision for Tax:

- Current Tax 14.84 22.35

- Deferred Tax Liability/ (Asset) (23.96) (165.15)

- Fringe Benefit Tax - 10.44

Profit After Tax 81.99 317.38

Add: Profit brought forward from the Previous year 457.83 495.01

Adjustment relating to earlier years (taxes) (524.60) (36.55)

Amount available for appropriation 15.22 775.84

Dividend on Preference Shares - 15.40

Tax on Dividend - 2.61

Transfer to Capital Redemption Reserve - 50.00

Transfer to General Reserve - 250.00

Balance carried over to next year 15.22 457.83

DIVIDEND:

In view of inadequacy of profits, your Directors are constrained by not recommending any dividend on Preference as well as on Equity Shares.

ALTERATION & AMENDMENT OF AUTHORISED SHARE CAPITAL CLAUSE

In terms of the resolution passed by the shareholders by postal ballot on 15.01.2010 the authorised share capital clause 5 of the Memorandum of Association of the Company was altered and amended as follows. The Authorised Share Capital of the Company is Rs. 35,00,00,000 (Rupees Thirty Five Crore) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 5 each, 30,00,000 (Thirty Lacs) 7% Cumulative Preference Shares of Rs. 10 each and such Preference Shares shall confer the right to a fixed cumulative preferential dividend at the rate of 7 percent per annum on the capital for the time being paid up thereon and 2,40,00,000 (Two Crores Forty Lacs) 2% Cumulative Preference Shares of Rs. 5 each and such Preference shares shall confer the right to a fixed cumulative preferential dividend at the rate of 2 percent per annum on the capital for the time being paid up thereon. Both Preference Shares shall rank as regards capital in priority to the Equity Shares but shall not confer the right to any further participation in profits or assets, and upon any increase of capital, the company is to be at liberty to issue any new shares with any preferential, deferred, qualified or special rights, privileges or conditions attached thereto. The rights for the time being attached to the Preference Shares in the initial capital or to any shares having preferential, deferred, qualified of special rights, privileges or conditions attached thereto may be altered or dealt with in accordance with the provisions of the accompanying Articles of Association, but not otherwise.

RIGHT ISSUE OF NON-CONVERTIBLE 2% CUMULATIVE PREFERENCE SHARES OF RS.5/- EACH

In terms of the Memorandum of Information dated 15.02.2010 sent to all the Equity Shareholders 22533000 nos. of Non-convertible 2% Cumulative Preference Shares of face value Rs.5/- each were offered in right basis in the ratio of 1:1 to the equity shareholders of the company as on 12.02.2010, the record date fixed for the purpose. The issue was opened for subscription from 25.02.2010 to 24.03.2010. Against the above issue, the company received valid applications for 12414353 nos of shares and accordingly 12414353 nos of Non-convertible 2% Cumulative Preference Shares of Rs.5 each were allotted to the allottees on 30.03.2010. The shares requested for allotment in electronic form were credited to the Depository Account of the shareholders on 13.04.2010 by CDSL and 14.04.2010 by NSDL and wherever the shares were requested in physical form necessary share certificates despatched to the respective shareholders by Registered Post on 14.04.2010. The proceeds of the right issue of Non-convertible 2% Cumulative Preference Shares have been utilized by the company as per the terms of the issue.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in separate Section and forming part of the Directors Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors Report.

BOARD OF DIRECTORS:

As per the provisions contained in the Companies Act, 1956 and the Articles of Association of the Company Mr. Harbhajan Singh, Mr. N. Pujara and Mr. B. Wadhwa, Directors retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume/details relating to Directors seeking re-appointment are furnished in the Annexure to the notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956.

(i) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors 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 financial year and of the profit of the Company for that period.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts have been prepared on a going concern basis.

LEGAL MATTER :

Companys two foreign Shareholders - Blancatex AG and Aldgate International SA have filed two separate petitions under section 397 and 398 of the Companies Act, 1956 before Company Law Board (CLB) primarily challenging the transfer of Rampur Texpro Unit to Champdany Constructions Ltd., Companys wholly owned subsidiary and pro- posed transfer of Shalimar Unit to AIC Properties Ltd. another wholly owned subsidiary of the Company. The CLB has passed an interim order dated 12.01.2010 against the Company restraining it from acting in furtherance to the resolution for transfer of Shalimar Unit during the pendency of the proceedings. The said order also restrains Champdany Constructions Ltd from transferring or creating any third party interest in the fixed assets of the Rampur Texpro Unit.

The Company is contending the petitions as without any merit as the transfer of the Rampur Texpro Unit and proposed transfer of Shalimar Unit have been approved by the majority Shareholders of the Company.

In the pending proceedings, the two Shareholders have sought disclosure of certain documents including board minutes and notes etc. the Company has strongly contested the said claim. CLB in its last order dated 17.05.2010 has partly allowed the said application and has directed the company to disclose board minutes relating to incorpo- ration of Subsidiary Companies for diversifying into the construction and/or real estate business and expenditure and income that may be generated from Rampur Texpro Unit and Shalimar Unit. The Company is planning to file an appeal against the said order before the High Court of Calcutta.

In the pending proceeding before CLB, Champdany Constructions Ltd. had also filed and application for modification of the interim order, whcih has been rejected by the CLB vide its order dated 17.05.2010.

AUDITORS:

M/s. D. P. Sen & Co., auditors of the Company, hold office until conclusion of the forthcoming Annual General

Meeting and, being eligible, offer themselves for re-appointment.

SUBSIDIARY:

As required under the provisions of Section 212 of the Companies Act, 1956, the audited accounts together with Directors Report and Auditors Report of the subsidiary Companies namely, Landale & Clark Limited, West Bengal Multifiber Jute Park Ltd, Champdany Constructions Limited and AIC Properties Ltd, are appended to and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT:

In compliance with the requirements of Accounting Standards (AS-21) prescribed by the Institute of Chartered Accountants of India, on Consolidated Financial Statement, this Annual Report also includes Consolidated Financial Statement.

AUDITORS REPORT:

Observations of the auditors in their report vide para D (I) (i) to D (I) (vi), have been adequately dealt with in the Notes 24 to 27 (c) in Schedule 17 of the accounts which are explained hereunder seriatim.

(i) The commodity hedging contracts are accounted on the date of their settlement and realised gain/loss in respect of only settled contracts are recognised in the Profit and Loss Account, alongwith underlying transaction.

This is in accordance with principles of prudence.

(ii) In respect of Loss on Account of Fire at the companys Wellington Jute Mill on 22nd April, 2006, the company has not made any adjustment in the books as the claim is pending settlement with the Arbitrator.

The company recognises Insurance claims on receipt/assessment basis of related claim from Insurance Authorities.

(iii) The company is providing Gratuity liability on accrual basis for all of its units from financial year 2007-08 and only in respect of one unit i.e. Jagatdal, it was accounted on Cash Basis for the intervening period of 1996-97 to 2006-07 as explained in Note No. 26 in Schedule 17 to the Accounts.

(iv) Remission of Taxes by Sales Tax : The matter is pending settlement with Authorities and will be adjusted on reaching finality. Meanwhile it has been adequately explained in the Note 27(a) of Schedule 17, which is an integral part of Annual Account.

(v) There is a long standing advance of Rs. 26.93 lacs which is pending since takeover of the company from BIFR and recoverable agaist the demand of erswhile promoter on finality of the court cases.

(vi) Landale & Clark Ltd. was inherited as a part of acquisition of Anglo-India Jute Mills Co Ltd. thorugh BIFR as Subsidiary Company. Major portions of Assets are in Bangladesh.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

The provision of Section 217(2A) of the Companies Act, 1956 read with rule there under was not applicable to the Company, since there was no employee in the service of the Company drawing remuneration in excess of the prescribed limit.

Additional information required under Section 217(1)(e) of the Companies Act, 1956 on conservation of energy, technology absorption and foreign exchange earnings and outgo, is set out in a separate statement attached this report and forms part of it.

INDUSTRIAL RELATIONS:

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Industry wide strike in West Bengal Jute Industry from December 14, 2009 to February 12, 2010 and Units under suspension of work etc as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from Export-Import Bank of India, the Government of West Bengal, Companys Bankers, customers, employees, shareholders and other business associates.



On behalf of the Board

Place : Kolkata

Date : 30 May, 2010 B.Wadhwa

Directors N.Pujara

 
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