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Directors Report of Andrew Yule & Company Ltd.

Mar 31, 2015

The Members of ANDREW YULE & CO. LTD.

The Directors take pleasures in presenting the Sixty-seventh Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

[01] FINANCIAL HIGHLIGHTS :

The financial highlights of your Company for the year ended 31st March, 2015, is as under :

[Rs. in lakhs]

Particulars 2014-15 2013-14

Revenue from operations 40213.88 37738.87

(Net) and other Income

Profit before Tax 1389.16 2542.65

Provision for Tax :

— Current Tax 97.04 275.68

- Deferred Tax (-) 3.94 37.71

Profit after Tax 1296.06 2229.26

Balance brought forward 241.39 (-)1487.87

from previous year

Transfer to Bond Redemption 166.67 500.00

Reserve

Depreciation Adjustments 183.86 ...

Proposed Dividend 333.64 ...

Dividend Distribution Tax 66.71 ...

Balance carried forward to 786.57 241.39

Balance Sheet

[02] DIVIDEND :

In view of improved financial position, your Directors have the pleasure in recommending a dividend of 5% on the Paid-up value of Shares of Rs.2/- each for the financial year 2014-15.

[03] OPERATIONS :

[3.1] Tea :

As reported earlier, Company's changed agricultural policy pursued over the years has resulted in higher yield and better quality standard. But tea industry as a whole is facing difficulties in absorbing continued increase in the cost of wages, food grains for the workers etc. However, with the improved field practices, large scale uprooting/replanting, and modernisation of factories, Tea Division's working is expected to improve further. Therefore, Tea Division is confident to maintain its profitability in future.

[3.2] Electrical :

The performance of the Division improved considerably compared to that of the previous year.

The Division is gearing-up to meet the increasing challenges through adoption of modern technology and introduction of new products to suit the needs of power utility agencies.

[3.3] Engineering :

The order in-take position of Engineering Division continues to be encouraging but despite of all efforts the expected level of activity could not be achieved as execution thereof became difficult owing to paucity of working capital. However, every endeavour is being made to provide requisite financial support for gradual improvement in the performance of the Division.

Your Directors hope that some positive result may be achieved during the current financial year.

[04] BIFR STATUS :

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the 'Cut-of- Date' of 31st March, 2006.

The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India, Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approved Rehabilitation Scheme has been considered in the books of accounts during the year 2007-08 to 2014-15. Balance will be considered in the Books of Accounts for the year 2015-16.

[05] MANAGEMENT DISCUSSION & ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Section forming part of Annual Report as Annexure-I.

[06] CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance Practices followed by the Company, together with a certificate from the Company's Auditor confirming compliance forms an integral part of this report.

[07] SUBSIDIARY COMPANIES :

Pursuant to the Circular dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India and Section 136 of the Companies Act, 2013, which has exempted Companies from attaching the Annual Reports and other particulars of its subsidiary Companies along with the Annual Report of the Company, the Annual Reports of the Subsidiary Companies viz. (i) Hooghly Printing Co. Ltd., (ii) Yule Engineering Ltd. and (iii) Yule Electrical Ltd are not attached with this Annual Reports.

The financial statements of the subsidiary Companies are kept for inspection by the Shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary Companies to the Shareholders upon their request. The statements are also available on the Website of the Company www.andrewyule.com.

[08] PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE COMPANIES :

As required under Rule 8(1) of the Companies (Accounts) Rules 2014, the performance and financial positions of the relevant entities as included in the consolidated financial statements are provided hereinbelow :

[Rs. in lakh]

Name of the Entity Relationship Turnover Profit Net after Tax worth

Hooghly Printing Subsidiary 1599.05 6.71 387.61 Co. Ltd.

Yule Engineering -do- ... (0.31) 3.37 Ltd.

Yule Electrical Ltd. -do- ... (0.22) (5.07)

Tide Water Oil Co. Associate 119207.00 15855 49948 (I) Ltd.

The New -do- ... (0.64) 30.65 Beerbhoom Coal Co.Ltd.

Katras Jherriah Coal -do- ... (1.66) 16.54

Co. Ltd.

[09] CONSOLIDATED FINANCIAL STATEMENTS :

The consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS 21) issued by the Institute of Chartered Accountants of India form part of this Annual Report.

[10] DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Director's Responsibility Statement, it is hereby confirmed that :

[i] In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any.

[ii] 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 Profit and Loss of the Company for that period.

[iii] The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[iv] The Directors had prepared the annual accounts on a going concern basis; and

[v] The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

[vi] The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

[11] PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The Company has not given any loan, guarantee or made any investments exceeding 60% of its Paid-up Share Capital, free reserves and securities premium accounts or 100% of its free reserves and securities premium account whichever is more as prescribed in Section 186 of the Companies Act, 2013.

However, details of loans, guarantee and investments covered under provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

[12] DIRECTORS :

ShrlA.M. Manichan, Deputy Director, Department of Heavy industry was appointed as a Director of the Company with effect from 7th November, 2014, in place of ShrlDinesh Kumar, Dy. Director, IF Wing, Dept. of Heavy industry.

Ms. Sanyukta Samaddar, Director (Vigilance), Department of Heavy industry has been appointed as Director on the Board of the Company with effect from 27th May, 2015 in place of Shri A.M. Manichan, Dy. Director, Department of Heavy industry.

The Board of Directors place on record the valued guidance received from Shri Dinesh Kumar and Shri A.M. Manichan during their tenure of Directorship in the Company.

Shri R.C. Sen has been appointed as Director (Finance) of your Company with effect from 19th March, 2015.

Ms. Sanyukta Samaddar, Director of the Company, who retires from the Board by rotation and being eligible offers herself for re-appointment.

[13] CORPORATE SOCIAL RESPONSIBILITY :

As part of its initiatives under 'Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Skill Development, Women Empowerment, Health, Water Sanitation, Village Development etc. during the year 2014-15. These Projects are largely in accordance with Schedule VII of the Companies Act, 2013. The prime focus is on skill development which is being successfully accomplished.

On different CSR activities your Company had Incurred Rs.19.84 lakh during 2011-12, Rs.30.91 lakh during 2012-13, Rs.37.10 lakh during 2013-14 and Rs.27.17 lakh during 2014-15.

[14] BUSINESS RISK MANAGEMENT :

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and Its terms of reference are set out in the Corporate Governance Report and forming part of the Board's Report.

[15] EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure II".

[16] MEETINGS :

During the year four Board Meetings and twenty-two Committee of Directors Meetings were convened and held.

The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

[17] CHANGES IN SHARE CAPITAL :

Paid-up Share Capital of your Company as on 1st April, 2014 was Rs.6522.77 lakh. During the year under review the Company has Issued Shares of Rs.150.00 lakh to State Bank of India as per BIFR Order dated 30th October, 2007. Paid-up Share Capital as on 31st March, 2015 is Rs.6672.77 lakh.

As on 31st March, 2015, none of the Directors of the Company hold Shares of the Company.

[18] RELATED PARTY TRANSACTIONS :

All the related party transactions that were entered Into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially 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.

[19] DISCLOSURE UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES,2014 :

[i] Financial summary or highlights : As detailed under the heading "Financial Highlights".

[II] Change in the nature of business, if any : None

[III] Details of Directors or Key Managerial Personnel who were appointed or resignation during the year :

[a] Director's appointed : Shri A.M. Manichan

Shri R. C. Sen.

[b] Director's resigned : Shri Dinesh Kumar. [c] Changes in KMP's : Shri R. C. Sen.

[iv] Details relating to deposits : There were no fixed deposits from the Public Outstanding of the Company at the end of the financial year.

[v] There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

[vi] No significant and material orders have been passed by any regulator(s) or Court(s) or Tribunal(s) Impacting the going concern's status and Companies operations in future.

[vll] Adequacy of Internal Financial Control : Your Company has an adequate system of internal control procedure as commensurate with the size and return of business, which ensures that all assets are safeguarded and protected against loss and all transactions are recorded and reported correctly.

The Internal Control System of the Company is monitored and evaluated by the Internal Auditors appointed by your Company.

[20] AUDITORS :

[20.1] STATUTORY AUDITORS :

The Comptroller and Auditor General of India had appointed M/s. Gupta & Co., Chartered Accountants as Auditor for the year ended 31st March, 2015.

[20.2] SECRETARIAL AUDITO R :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. S. Deepak & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure-III".

[21] AUDITORS REPORT :

In respect of the comments made by the Statutory Auditors in their report, your Directors have clarified the same as under :

"Diminution in the value of long term equity investment amounting to Rs.14.50 lakhs in WEBFIL Ltd., is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts. A suitable disclosure in this regard has been made in the Statement No.10.08".

In respect of the comments made by the Secretarial Auditors in their report, your Directors have clarified the same as under :

"Audit Committee cannot be formed due to lack of required Independent Directors on the Board. Concerned Ministry has already been informed for appointing sufficient number of Independent Directors on the Board."

[22] INDUSTRIAL RELATIONS :

During the year under review, Industrial Relations at the Company's units continued to remain cordial and peaceful.

[23] PARTICULARS OF THE EMPLOYEES :

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of The Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

[24] ROLE OF VIGILANCE :

The Vigilance Department of your Company contributed to various spheres of the Company's functions in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company.

CVC guidelines which was received by the Company from time to time were followed as preventive measures.

[25] RAJBHASA :

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the requirements under the Official Language Act, 1963, and the rules thereunder.

[26] ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Information on conservation 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 Company (Accounts) Rule 2014, is annexed herewith as "Annexure-IV".

[27] ACKNOWLEDGEMENTS :

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments.

The Board is also thankful to the Company's valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board, Kolkata, (KALLOL DATTA) 30th May, 2015. Chairman & Managing Director.


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Annual Report and Accounts of the Company for the financial year ended 31st March, 2014.

[01] FINANCIAL RESULTS [Rs. in lakhs]

Profit before Taxation 2542.65

Less: Tax Expenses :

[a] Provision for Current Tax 275.68

[b] Deferred Tax 37.71

313.39

Profit for the year (PAT) 2229.26

Add: Balance of statement of Profit & Loss as per last Account after adjustment (-)1487.87

741.39

Less: Transfer to Bond Redemption Reserve 500.00

Balance carried over to Balance Sheet 241.39

[02] DIVIDEND :

Due to insufficient balance in Profit & Loss Account your Directors regret their inability to recommend payment of any dividend for the year ended 31st March, 2014.

[03] CONTRIBUTION TO NATIONAL EXCHEQUER :

Your Company contributed Rs.1795.78 lakhs during the year to national exchequer by way of taxes, duties, levies, cess, etc.

[04] OPERATIONS :

[4.1] Tea :

The Tea Division has recorded an excellent performance by achieving a highest ever turnover which is attributable to increase in production, price, improved quality and favourable market for tea industry. As reported last, Company''s changed agricultural policy pursued over the years has resulted in higher yield and better quality standard.

The Tea Industry as a whole is experiencing difficulties in absorbing the continued increase in the cost of wages food grains for the workers. The situation is further aggravated by severe drought which continued during the earlier part of the current financial year. However, with the improved field practices and adoption of effective cost control measures the division is confident to maintain its profitability.

[4.2] Electrical :

The performance of the Division improved considerably compared to that of the previous year.

The Division is gearing-up to meet the increasing challenges through adoption of sophisticated technology and introduction of new products to suit the needs of power utility agencies.

[4.3] Engineering :

The order in-take position of Engineering Division continues to be encouraging but despite of all efforts the expected level of activity could not be achieved as execution thereof became difficult owing to paucity of working capital.

However, every endeavour is being made to provide requisite financial support for gradual improvement in the performance of the Division.

Your Directors hope that some positive result may be achieved during the current financial year.

[05] BIFR STATUS :

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the ''Cut-of-Date'' of 31st March, 2006.

The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India & Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approved Rehabilitation Scheme has been considered in the books of accounts during the year 2007-08 to 2013-14. Balance will be considered in the Books of Accounts for the year 2014-15.

[06] FIXED DEPOSIT :

Deposits from the public and others amounted to Rs. NIL as on 31st March, 2014.

[07] EXPORT :

The Company''s exports during the year were Rs.185.65 lakhs on F.O.B. basis.

[08] PROSPECTS :

Your Company is in existence for long 150 years. 2013-14 is the seventh consecutive profitable year of your Company since its turnaround in 2007-08. Your Company has drawn up its Road Map to reach a turnover of Rs.1000 crores by 2020, for which a strategic planning is being drawn.

Your Company''s financial results in current fiscal year have been encouraging and it is expected that your Company will be able to set a new land mark in turnover and growth by the end of current financial year.

[09] SUBSIDIARY :

The performance of Hooghly Printing Co. Ltd., the wholly owned subsidiary continued to be profitable. The sales achieved was ''1579.90 lakh compared to ''949.76 lakh in the previous year. The profit before tax recorded was ''14.83 lakh as against Rs.10.59 lakh in the year 2012-2013.

[10] CONSERVATION OF ENERGY, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE EARNINGS :

As required under Section 217(1)(e) of the Companies Act, 1956 (Act) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information is annexed.

[11] AUDITORS'' REPORT :

In respect of the comments made by the Statutory Auditors in their report, your Directors have clarified the same as under :

"Diminition in the value of long term equity investment amounting to Rs.14.50 lakh in WEBFIL Ltd., is in the opinion of the management not of a permanent nature and accordingly no provision has been in the Accounts. A suitable disclosure in this regard has been made in the Statement No.10.08".

[12] COMPTROLLER & AUDITOR GENERAL OF INDIA''S REVIEW AND COMMENTS :

The Comptroller and Auditor General of India has no comments upon or supplement to the Auditors'' Report under Section 619(4) of the Companies Act, 1956, on the Accounts of the Company for the year ended 31st March, 2014. Comments of the Comptroller & Auditor General of India is annexed to this report.

[13] HUMAN RESOURCES DEVELOPMENT :

The Company considers its human resources as valuable assets and endeavours to provide an environment where each employee is motivated to contribute his best to achieve the Company''s objective. Training and development of its personnel is a priority and is ensured though succession planning, job rotation, on the job training & training programme workshops. Total number of training mandays during 2013-14 were 270 imparted in house, at some professional institutes in India and at Chambers of Commerce & Industry.

The total number of employees of the Company and its subsidiaries as on 31st March, 2014 stood at 15027.

[14] MAJOR ACCOUNTING POLICIES :

The major accounting policies of the Company are annexed to the Accounts.

[15] CORPORATE GOVERNANCE REPORT :

As per Clause 49 of the Listing Agreement with the Stock Exchanges a Report on Corporate Governance together with a certificate from the Auditors regarding compliance of conditions of Corporate Governance is annexed and forms part of this Annual Report.

In respect of the comments made by the Statutory Auditors in their Report, your directors have to state that appointment of requisite number of Non-Executive Independent Director on Board by Competent Authority is still under process.

[16] CORPORATE SOCIAL RESPONSIBILITY :

Your Company''s well entrenched CSR philosophy recognizes the following area as the thrust areas for its activities — Skill Development & Women Empowerment, Health & Education and Village Development.

Your Company had taken up different Training Programmes for Skill Development & Women Empowerment in collaboration with various parties :

[a] Vocational Training Centre at Rasapunja, Bakrahat, Thakurpukur in collaboration with the NGO "The Lily Foundation".

[b] Vocational Training Centre at Dhulai, Bankura in collaboration with the NGO "The Lily Foundation".

[c] Vocational Training Centre at Binaguri, Jalpaiguri District in collaboration with the NGO "NISWARTH".

[d] Vocational Training Centre for women empowerment at Bishnupur, Kolkata in collaboration with the NGO "Sutanutir Sakhya".

[e] Vocational Training Centre for women empowerment at upper Assam in collaboration with the NGO "Garia Sarda Home for Women & Children Welfare".

Your Company had started a Night School since 2011 at "YULE HOUSE", to uplift the poor street children and more than 50 children are attending their class regularly.

Arrangement of Drinking Water facilities were taken up by your Company at a school run by Perungudi Panchyat at Chennai, and nine schools at Naharkatia District, Dibrugarh, Assam.

Your Company started Health Camps in Assam Gardens in association with "Bhavishya Nirman".General Health check-ups and eye operations were arranged on a regular basis through Camps with the help of Garden Hospital infrastructure. Two Laparoscopic sterilization Camps and five Medical Camps were organized by your Company. In Assam various HIV awareness Camps were also organized by your Company and free condom vending machines were installed.

In West Bengal with the help of the NGO "NISWARTH", Dental Camps, free Eye Testing Camps and Camps for the Disabled were organized by your Company. In the Camps for the Disabled, your Company along with the district administration distributed "Disability Cards" and other aids and appliances such as Wheel Chairs, Crutches etc.

To increase the awareness of sanitation, a programme of free distribution of Sanitary Napkin was taken up by your Company at the schools near Khowang, Bhamun and Hingrijan Tea Estates. More than 1000 girl students were benefited from the scheme.

Your Company in collaboration with "Association of Voluntary Blood Donors, West Bengal" had organized a day long Training Programme at Seva Kendra Calcutta, Two University Level education programmes at Suri Vidya Sugar Collage and Ramkrishna Mission Vidya Mandir, Belur Math and ten education programmes at different schools.

Under village development activities, Totgaon village in Dooars had been enlisted by your Company. Your Company had provided 12 Tube Wells for safe drinking water and 24 Sanitary Toilets as a necessary measure to ensure improvement of general health and hygiene. Your Company had also proposed to provide for further development of this village in terms of availability of drinking water, Sanitary Toilets, Solar Street Lights etc.

For Sustainable Development your Company had made every effort to arrest environmental damage.

For Rain Water Harvesting, your Company had started with recharge of ground water and storage at Banarhat Tea Estate which had yielded encouraging result.

To generate pollution free power, your Company had installed and commissioned 3 KW Wind Turbine at Perungudi Factory in Chennai and 2500 KW electricity had already been generated from the project.

On different CSR activities your Company had incurred Rs.19.84 lakh during 2011-12, Rs. 30.91 lakh during 2012-13 and Rs. 37.10 lakh during 2013-14.

[17] CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with Accounting Standard 21 Consolidated Financial Statements form part of this Annual Report & Accounts.

[18] DIRECTORS'' RESPONSIBILITY STATEMENT :

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that :

[i] In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable.

[ii] The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Accounting year and of the profit/loss of the Company for that period.

[iii] The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[iv] The Directors have prepared annual accounts on a going concern basis.

[19] AUDITORS :

The Comptroller and Auditor General of India had appointed M/s. Gupta & Co., Chartered Accountants as Auditor for the year ended 31st March, 2014.

M/s.DGM & Associates, Cost Accountants had been appointed as Cost Auditors for Engineering Division for the year ended 31st March, 2014. The due date for filing Cost Audit Report for the financial year 2013-14 is 30th September, 2014.

[20] DIRECTORS :

Shri Harbhajan Singh ceased to be Director with effect from 28th January, 2014 and Shri Rajesh Kumar Singh, Joint Secretary to the Government of India, Department of Heavy Industry was appointed a Director in the casual vacancy caused by the vacation of the office by Shri Harbhajan Singh.

Shri S.K. Goyal, Ex-Director (Finance), Department of Heavy Industry ceased to be Director with effect from 19th March, 2014 and Shri Dinesh Kumar, Deputy Secretary, IF Wing, Department of Heavy Industry was appointed a Director in the casual vacancy caused by the vacation of the office by Shri S.K. Goyal.

Shri Rajesh Kumar Singh, Director of the Company retires from the Board, by rotation and being eligible offers himself for re-appointment.

Late Amitava Dhar, Director (Finance) of the Company passed away at the early hours of 29th July, 2014.

The Board places on record its deep appreciation of the valuable services and guidance rendered by Late Amitava Dhar during his association with the Company.

[21] ROLE OF VIGILANCE :

The Vigilance Department of your Company contributed to various spheres of the Company''s functions in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company.

CVC guidelines which was received by the Company from time to time were followed as preventive measures.

On the Punitive side, confidential enquiries and investigations were initiated on verifiable complaints brought to the notice of Vigilance Department and appropriate disciplinary action set-in motion as and when mis-conduct were prima facie established.

[22] RAJBHASA :

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the requirements under the Official Language Act, 1963, and the rules thereunder.

[23] PARTICULARS OF EMPLOYEES :

No employee of the Company received remuneration in excess of the limit prescribed in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

[24] APPLICABILITY OF THE COMPANIES ACT, 1956 :

As clarified by the Government of India, Ministry of Corporate Affairs, vide its General Circular No.08/2014 dated 4th April, 2014, the information given and contents of this Report are governed by the relevant Provisions/Schedules/Rules of the Companies Act, 1956.

[25] ACKNOWLEDGEMENT :

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments.

The Board is also thankful to the Company''s valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board, Kolkata, (KALLOL DATTA) 11th August, 2014. Chairman & Managing Director.


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report and Accounts of the Company for the financialyear ended 31 st March, 2013.

[01.0] FINANCIAL RESULTS

[Rs. in lakh]

Profit before Taxation 1400.20

Less:Tax Expenses:

[a] Provision for Current Tax 254.44

[b] Deferred Tax 10.76

265.20 Profit for theyear (PAT) 1135.00

Add: Balance brought forward from

last Account (-) 3917.87

Balance carried over to Balance Sheet (-) 2782.87

[02.0] DIVIDEND

In view of the accumulated loss which isyet to be absorbed,your Directors regret their inability to recommend payment of any dividend for the year ended 31 st March, 2013.

[03.0] CONTRIBUTION TO NATIONAL EXCHEQUER

Your Company contributed T1,379.43 lakhs during theyear to national exchequer by way of taxes, duties, levies, cess, etc.

[04.0] OPERATIONS

[04.1] Tea

The Tea Division achieved a sales of Rs.178.35 crores, earned a profit of Rs.21.53 crores as compared to a profit of Rs.11.89 crores in previousyear.

[04.2] Electrical

During theyear the Division achieved a sales of Rs.84.00 crores and recorded a loss Rs.13.20 crores as compared to loss of Rs.7.20 crores in previousyear.

[04.3] Engineering

During the period under review the Division achieved a sales of Rs.40.83 crores, and recorded a profit of T2.16 crores as compared to a profit of Rs.0.63 crores in previous year.

[04.4] General

During the period under review the Division recorded a profit of Rs.3.51 crores as compared to a profit of Rs.6.68 crores in previousyear.

[05.0] BIFRSTATUS

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the ''Cut-of-Date'' of 31 st March, 2006.

The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India & Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approved Rehabilitation Scheme has been considered in the books of accounts during theyear 2007-08 to 2012-13. Balance will be considered in the Books of Accounts for the year 2013-14

[06.0] FIXED DEPOSIT

Deposits from the public and others amounted to Rs. NIL as on 31st March, 2013.

[07.0] EXPORT

The Company''s exports during theyear were T210.61 lakhs on F.O.B. basis.

[08.0] PROSPECTS

Your Company is in existence for long 150years and theyear 2012-13 be the sixth consecutiveyear of making profit by your Company since its turnaround in 2007-08. Your Company has drawn up its Road Map to reach a turnover of Rs.1000 crores by 2020, for which expansion and diversification programme are being taken up.

Your Company''s financial results in current fiscalyear have been encouraging and it is expected that your Company will be able to set a new land mark in turnover and growth by the end of current financialyear.

[09.0] SUBSIDIARY

The performance of Hooghly Printing Co. Ltd. the wholly owned subsidiary continued to be profitable. The sales achieved was T949.76 lakhs compared to Rs.1,579.20 lakhs in the previousyear. The profit before tax recorded was Rs.10.59 lakhs as against Rs.53.48 lakhs in theyear 2011-2012.

[10.0] CONSERVATION OF ENERGY, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE EARNINGS

As required under Section 217(1)(e)of the Companies Act, 1956 (Act) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information is annexed.

[11.0] AUDITORS''REPORT

In respect of the comments made by the Statutory Auditors in their report,your Directors have to state as under:

[a] Diminition in the value of long term equity investment amounting to Rs.27.88 lakhs in Yule Financing & Leasing Co., Ltd. (YFLC), a Company managed by AYCL, is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts. A suitable disclosure in this regard has been made in the Note No.10.08 (i).

[b] Diminition in the value of long term equity investment amounting to Rs.14.50 lakhs in WEBFIL Ltd., is in the opinion of the management not of a permanent nature and accordingly no provision has been in the Accounts. Asuitable disclosure in this regard has been made in the Note No.10.08 (ii).

[12.0] COMPTROLLER & AUDITOR GENERAL OF INDIA''S REVIEW AND COMMENTS

The Comptroller and Auditor General of India has no comments upon or supplement to the Auditors'' Report under Section 619(4) of the Companies Act, 1956, on the Accounts of the Company for theyear ended 31st March, 2013. Comments of the Comptroller & Auditor General of India is annexed to this report.

[13.0] HUMAN RESOURCES DEVELOPMENT

The Company considers its human resources as valuable assets and endeavours to provide an environment where each employee is motivated to contribute his best to achieve the Company''s objective.Trainingand development of its personnel is a priority and is ensured though succession planning, job rotation, on the job training & training programme workshops. Total number of training mandays during 2012-13 were 446 (2011-12 : 270) imparted in house, at some professional institutes in India and at Chambers of Commerce & Industry.

The total number of employees of the Company and its subsidiaries as on 31 st March, 2013 stood at 15043.

[14.0] MAJOR ACCOUNTING POLICIES

The major accounting policies of the Company are annexed to the Accounts.

[15.0] CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement with the Stock Exchanges a Report on Corporate Governance together with a certificate from the Auditors regardingcompliance of conditions of Corporate Governance is annexed and forms part of this Annual Report.

In respect of the comments made by the Statutory Auditors in their Report, your directors have to state that appointment of requisite number of Non-Executive Independent Director on Board by Competent Authority is still under process.

[16.0] CORPORATE SOCIAL RESPONSIBILITY

Your Company, under its CSR (Corporate Social Responsibility) Project Scheme, have taken up different projects viz. "Yule Centre for Learning" Vocational Training Centers, Medical Camps, Village Development Programme, Creation of Drinking Water Facilities, Awareness Programmes during 2012-13 on different types of social issue and incurred Rs.30.91 lakhs.

List of major CSR initiative had been taken by your Company during 2012-13 are:

[i] Vocational Training Centre at Binnaguri near Banarhat Tea Estate in the District of jalpaiguri in West Bengal in collaboration with Siliguri Based NGO "Niswarth".

[ii] Infrastructural facilities in a remote village called Kalagaiti, near Oodlabari, P.S. Malbazar, District Jalpaiguri (WB) in collaboration with NGO "Niswarth".

[iii] Women Empowerment Project for Vocational Training on Tailoring with Sewing Machines and accessories in a village Dihingica near Hoolungooree Tea Estate, District

Golaghat, Assam in collaboration with NGO "GariaSarda Home for Women & Children Welfare", Kolkata.

[iv] Supply of Free Sanitary Napkin (1000 girl students) to the Schools near Khowang, Bhamun and Hingrigan Tea Estates in the District of Dibrugarh in Assam, in collaboration with NGO "Bhavishya Nirman".

[v] Installation of 6 Nos. of electric Water Pump with overhead tank in collaboration with the NGO "District Multipurpose Development and Information Centre", Naharkatia.

[vi] Vocational training foryoungmen in Electrical Trade, in Thakurpukur Training Centre, Rasapunja, 24 Parganas (South) in association with NGO "Lily Foundation", Tollygunge, Kolkata.

[vii] Vocational training for Mobile Repairing and Servicing Course in Thakurpukur Training Centre, Rasapunja, 24 Parganas (South) in association with NGO "Lily Foundation", Tollygunge, Kolkata.

[viii] Vocational training for Jute Jewellery Project in collaboration with NGO "Sutanutir Sakhya", Kolkata at Madhyamgram Municipality Area.

[ix] Vocational trainingfor Jute Bag Making in collaboration with NGO "Sutanutir Sakhya", Kolkata at Rajarhat Bishnupur, 1&2, Panchyat, North 24 Parganas.

[x] Vocational training in Livelihood training for the women on jute Office items (File, Folder and others) in collaboration with NGO "Sutanutir Sakhya", Kolkata at Rajarhat, Bishnupur, 1 &2, Panchayat, North 24 Parganas.

[xi] Drinking water facilities to the Corporation School run by Perungudi Panchayat in the nearby area of our unit at Chennai of Electrical Division.

[xii] Night School for Street Children at "Yule House", to uplift the Poor Street Children and 50 children had enrolled their names who are attending their class regularly.

[xiii] Sponsored for the Blood Donation Camp Organised by Vinay Nagar Bengali Senior Secondary School at Sarojini Nagar, New Delhi.

[17.0] CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 Consolidated Financial Statements form part of this Annual Report & Accounts.

[18.0] DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956,your Directors confirm that:

[i] In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable.

[ii] The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end or the Accountingyear and of the profit/ loss of the Company for that period.

[iii] The Directors have taken proper and sufficient care foi the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

fiv] TheDirectors have prepared annual accountsor»a,going concern basis.

[19.0] AUDITORS

The Comptroller and Auditor General of India had appointed M/s. Gupta & Co., Charteied Accountants as Auditor for theyear ended 3lst March, 2013.

M/s. Subhadra Dutta & Associates, Cost Accountants had appointed as Cost Auditors for Tea & Electrical Dfvisionsjand M/s. DGM & Associates, Cost Accountants had appointed as Cost Auditors for Engineering Division for theyear ended 31st March, 2013. (he due date for filing Cost Audit Report for the tinancialyear 2012-13 is 30th September, 2013.

[20.0] DIRECTORS''

The Central Government had extended the tenure of Shri Kallol Datta, Chairman & Managing Director of the Company beyond 31st March, 2013, for a period of three years or until further order whichever would be the earlier, under the existing terms and conditions.

The term of Shri A R. Nagappan, Special Director nominated by BIFR had expired on bth November, 2012.

Shri S.K. Goyal, Director of the Company, retiresfrom the Board by rotation and being eligible offers himself for re-appointment.

[21.0] ROLE OF VIGILANCE

The Vigilance Department of your Company contributed to various, spheres of the Company''s functions, in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company.

CVC guidelines which was received by the Company from time to time were followed as preventive measures.

On the Punitive side, confidential enquiries and investigations were initiated on verifiable complaints brought to the notice of Vigilance Department and appropriate disciplinary action set- in motion as and when mis-conduct were prima facie established.

[22.0] RAJBHASA

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the-requirements under the Official Language Act, 1963, and the rules thereunder.

[23.0] PARTICULARS OF EMPLOYEES

No employee of the Company received remuneration in excess of the limit prescribed in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

[24.0] ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department ot Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well assother Mirtfstries in both Central and State Governments.

The Board is also thankful to the Company''s valued shareholders, esteemed customer''; for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board,

Kolkata, KALLOL DAT IA

8th August, 2013. Chairman & Managing Director.


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report and Accounts of the Company for the financial year ended 31st March, 2011.

1.0 FINANCIAL RESULTS

(Rs. in lakhs)

Profit before Taxation 4139.66

Less: Provision for Taxation :

(a) Wealth Tax 3.80

(b) Deferred Tax 3.55

7.3b Profit for the year (PAT) 4132.31

Add : Loss brought forward

from last Account (-) 9319.S0

Balance carried over to Balance Sheet (-) 518 7.19

2.0 DIVIDEND :

In view of the accumulated loss which is yet to be absorbed, your Directors regret their inability to recommend payment of any dividend for the year ended 31st March, 2011.

3.0 CONTRIBUTION TO NATIONAL EXCHEQUER :

Your Company contributed Rs.720.97 lakhs during the year to national exchequer by way of taxes, duties, levies, cess, etc.

4.0 OPERATIONS :

4.1 Tea:

The Tea Division achieved a turnover of Rs.145.78 crores, production worth Rs.147.45 crores and earned a profit of Rs.15.53 crores as compared to a profit of Rs.13.58 crores in previous year.

4.2 Electrical :

During the year the Division achieved a turnover of Rs.64.41 crores, production worth Rs.65.63 crores and recorded a loss of Rs.9.18 crores as compared to a profit ofRs.0.31 crores in previous year.

4.3 Engineering :

During the period under review the Division achieved a turnover of Rs.21.92 crores, production ofRs.20.66 crores and recorded a profit of Rs.10.85 crores as compared to a loss ofRs.3.79 crores in previous year.

4.4 General Division :

During the period under review the Division recorded a profit of Rs.24.20 crores as compared to a profit of Rs.65.39 crores in previous year.

5.0 BIFR STATUS :

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the 'Cut-of-Date' of 31st March, 2006.

As per the Scheme two 100% subsidiaries namely, Yule Engineering Ltd. and Yule Electrical Ltd. have been incorporated and Certificate of Commencement of Business have been obtained, while transfer of assets & liabilities of these two subsidiaries from AYCL is still pending. As a result, transactions of Engineering & Electrical Divisions continue to be reflected in the Books of Accounts of AYCL, for the year 2010-11.

The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India & Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approved Rehabilitation Scheme has been considered in the books of accounts for the year 2007-08, 2008-09, 2009-10 and 2010-11. Balance will be considered in the Books of Accounts for the year 2011-12.

6.0 AWARD AND RECOGNITION :

Your Company has won the prestigious "SCOPE" Award for Excellence and Outstanding Contribution in Turnaround Category for 2008-09. The Hon'ble Prime Minister of India handed over the Trophy and a Certificate to Shri Kallol Datta, Chairman & Managing Director of your Company on 15th December, 2010 at a ceremony held in Vigyan Bhawan, New Delhi.

7.0 FIXED DEPOSIT :

Deposits from the public and others amounted to Rs. NIL as on 31st March, 2011.

8.0 EXPORT :

The Company's exports during the year were Rs.1.95 crores on F.O.B. basis.

9.0 PROSPECTS :

Your Company has drawn up a plan to reach a turnover ofRs.1000 Crores in the next five years by exploring its available potential in Engineering & Electrical business.

The outlook for the year 2011-12 appears to be positive. Tea Division of your Company has further improved its position in the batting order and continues to focus on quality of tea and yield. It has also started marketing speciality teas and opened up new market in abroad.

Engineering & Electrical Divisions of your Company have been showing all signs of improvement and are expecting better result in the current year.

10.0 SUBSIDIARY :

The performance of Hooghly Printing Co. Ltd. the wholly owned subsidiary continued to be profitable. The sales achieved was Rs.1125.86 lakhs compared to Rs.934.80 lakhs in the previous year. The profit before tax recorded was Rs.31.48 lakhs as against Rs.23.89 lakhs in the year 2009-10.

11.0 CONSERVATION OF ENERGY, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE EARNINGS :

As required under Section 217(l)(e) of the Companies Act, 1956 (Act) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information is annexed.

12.0 AUDITORS' REPORT :

In respect of the comments made by the Statutory Auditors in their report, your Directors have to state as under :

[a] The investment in YFLC is a long term investment which is usually carried at cost. Decline in value of such

investment is considered only when the same is of a permanent nature. However, considering the fact that the investee is a company managed by AYCL and is incurring profit continuously over the last couple of years, the decline in the value of investment in the said company has not been considered to be of a permanent nature. No provision against diminution in value of the investment in YFLC has therefore been made in the Accounts. A suitable disclosure in this regard has been made in the Note No. 13 of the Schedule 20.

[b] In view of huge accumulated loss of Rs.197.94 crores as at 31.03.2008, even after financial restructuring of the company, the accumulated loss at the end of the year under report, remained more than 50% of its net worth. However, the accumulated lo;s could be brought down to Rs.51.87 crores as at 31.03.2011.

13.0 COMPTROLLER & AUDITOR

GENERAL OF INDIA'S REVIEW AND COMMENTS :

The Comptroller and Auditor General of India has no comments upon or supplement to the Auditors' Report under Section 619(4) of the Companies Act, 1956, on the Accounts of the Company for the year ended 31st March, 2011, Review of the Accounts by the Comptroller & Auditor General of India is annexed to this report.

14.0 HUMAN RESOURCES DEVELOPMENT :

The Company considers its human resources as valuable assets and endeavours to provide an environment where each employee is motivated to contribute his best to achieve the Company's objective. Training and development of its personnel is a priority and is ensured though succession planning, job rotation, on the job training & training programme workshops. Total number of training mandays during 2010-11 were 510 (2009-10 : 502) imparted in house, at some professional institutes in India and at Chambers of Commerce & Industry.

The total number of employees of the Company and its subsidiaries as on 31st March, 2011 stood at 15,504.

15.0 MAJOR ACCOUNTING POLICIES :

The major accounting policies of the Company are annexed to the Accounts.

16.0 CORPORATE GOVERNANCE

REPORT :

As per Clause 49 of the Listing Agreement with the Stock Exchanges a Report on Corporate Governance together with a certificate from the Auditors regarding compliance of conditions of Corporate Governance is annexed and forms part of this Annual Report.

17.0 CORPORATE SOCIAL RESPONSI- BILITY :

Your Company has already started a Night School at "Yule House", 8, Dr. Rajendra Prasad Sarani, Kolkata - 700001, from March 3, 2011 and more than 50 children have enrolled their names who are almost regularly attending the classes. Your Company is trying to achieve the desired objective to uplift the poor street children.

The focus of our CSR initiatives is integrated development of community in the villages surrounding our establishment/ gardens which are among the most backward areas of the country.

List of major CSR initiatives to be taken during the year 2011-12 are :

[i] Providing Drinking Water facilities to the Corporation School run by perungudi Panchayet, situated nearby Chennai Electrical Factory/ village near Desam, Khowang Gardens.

[ii] Skill Development Programme such as vocational training to the girls around 18 to 20 years age group. Vocational training to young men in the area of plumbing, electrician, etc.

[iii] Construction of Rural toilets & installation of hand pumps.

[iv] Programme for periodically organize sterilization camps by experienced doctors.

[v] To organize HIV/AIDS Awareness Programme., etc. etc.

18.0 DIRECTORS' RESPONSIBILITY

STATEMENT :

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that :

[i] In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable.

[ii] The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Accounting year and of the profit/loss of the Company for that period.

[iii] The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[iv] The Directors have prepared annual accounts on a going concern basis.

19.0 AUDITORS :

The Comptroller and Auditor General of India had appointed M/s. S. Ghosh & Co., Chartered Accountants as Auditor for the year ended 31st March, 2011.

20.0 DIRECTORS' :

Shri Ashok Kumar Basu ceased to be Director with effect from 5th November, 2010.

Prof. Ashoke K. Dutta ceased to be Director with effect from 15th January, 2011,

Shri Amitav Kothari ceased to be Director with effect from the close of business on 31st March, 2011.

Shri S.P. Kar, Director (Finance) resigned from the services of the Company with effect from the close of business on 19th April, 2011.

The Board places on record its appreciation of the contribution made by Sarbashri Ashok Kumar Basu, Ashoke K. Dutta, Amitav Kothari and S.P. Kar during their association with the Company.

Shri Harbhajan Singh, Director of the Company, retires from the Board by rotation and being eligible offers himself for re- appointment.

Shri R. Asokan, Director (Finance), Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India was appointed as a Director in the casual vacancy caused by the vacation of the office of Shri Sumanta Chowdhury on 27th July, 2010. Shri Ashokan will hold office until the forthcoming Annual General Meeting. A Notice in writing under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose the appointment of Shri R. Asokan as Director of the Company at the Annual General Meeting.

21.0 ROLE OF VIGILANCE :

The Vigilance Department of your Company contributed to various spheres of the Company's functions in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company.

Kolkata,

27th July, 2011.

CVC guidelines which was received by the Company from time to time were followed as preventive measures.

On the Punitive side, confidential enquiries and investigations were initiated on verifiable complaints brought to the notice of Vigilance Department and appropriate disciplinary action set-in motion as and when mis- conduct were prima facie established.

22.0 RAJBHASA:

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the requirements under the Official Language Act, 1963, and the rules thereunder.

23.0 PARTICULARS OF EMPLOYEES :

No employee of the Company received remuneration in excess of the limit prescribed in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

24.0 ACKNOWLEDGEMENT :

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments.

The Board is also thankful to the Company's valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board,

(KALLOL DATTA)

Chairman & Managing Director.

 
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