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Directors Report of Auroma Coke Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors presents 22nd Annual Report and the Audited Financial Results of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rs in lacs)

Particulars 2014-15 2013-14

Total Income 1735.30 1896.62

Total Expenditure 1644.02 1645.34

Profit before Interest, 91.28 251.28

Depreciation and Tax

Less : (1) Finance Cost 183.30 185.80

(2) Depreciation 52.10 62.19

Profit/(Loss) before Tax (144.12) 3.29

Provision for Tax 65.48 1.41

Profit/(Loss) for the year (78.64) 1.88

Amount brought forward 450.28 448.40

Depreciation amortised (67.71)

Amount carried to Balance 303.93 450.28 Sheet

REVIEW OF OPERATIONS

During the year under review, owing to general sluggishness in steel and coke sector, the volume of sales and realization have been adversely affected. The Company has earned total income of Rs.1735.30 lacs as against Rs.1896.62 lacs registered in the previous year. The Company has incurred a loss after tax of Rs. 78.63 lacs as against profit after tax of Rs. 1.88 lacs in the previous year.

DIVIDEND

In view of the losses incurred during the year, your directors do not recommend any dividend.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchange, a report on the Corporate Governance along with Certificate of the Auditors and a Report on Management Discussion and Analysis are annexed and forms part of this Annual Report.

DIRECTORS

Appointment of Independent Directors :

Mr. Alok Sawa and Mr. Abhishek Chhapolika have been appointed on the Board of the Company as Independent Director for a period of 5 years upto 31st March, 2019. The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Appointment of Additional Director:

The Board has appointed Mrs. Vibha Tulsyan as an additional director w.e.f. 30.03.2015 to hold office upto the conclusion of the ensuing Annual General Meeting. Mrs. Vibha Tulsyan being eligible offers herself for re-appointment.

Resignation of Directors:

During the year under review, Mr. Vimal Kumar Tulsyan, Mr. Sanjeev Kumar Tulsyan, Mr. Rajiv Tulsyan, Mr. Binod Kumar Singh, Mr. Nawal Kishore Singh, Mr. Swapan De Choudhuri have resigned from the Board of Directors of the Company w.e.f. 26.08.2014,

Number of Board Meetings held :

The Board of Directors duly met eight times on

30.05.2014, 30.07.2014, 26.08.2014, 12.11.2014, 20.11.2014, 11.01.2015, 14.02.2015, 31.03.2015.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposits, as defined under provisions of Chapter V of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your Directors hereby confirm and state that:

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year ended 31st March, 2015 and of the losses of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

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

AUDIT COMMITTEE

The Audit Committee comprises of Mr Abhishek Chhapolika - Chairman, Mr Alok Sawa and Mr Prashant Tulsyan as Members. The committee periodically discusses with the Statutory Auditors about the internal control system, the scope of audit and reviews the financial statements before submission thereof to the Board and ensures compliance of internal control system apart from considering any reference made to it by the Board of Directors.

AUDITORS

M/s Agarwal Khemka & Associates, Chartered Accountants, retires as Statutory Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 139 of the Companies Act, 2013, the Company has received a written confirmation from them to the effect that their reappointment, if made, would be subject to the conditions as prescribed under Rule 4 of the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

AUDITORS' REPORT

The observations of the Auditors in their Report read with relevant notes on the Accounts, as annexed are self explanatory and they do not call for further explanation in this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to the corporate social responsibility are not applicable as the Company does not fall in any of the criteria mentioned in that Section.

SECRETARIAL AUDIT REPORT

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Mr. Rajarshi Ghosh, Company Secretary in Practice is annexed herewith as Annexure - A.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.

RISK MANAGEMENT POLICY

Board of Directors have formulated and implemented a risk management policy for the company. The Board has been addressing various risks impacting the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

VIGIL MECHANISM

In pursuance to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and provisions of the Listing Agreement, a Vigil Mechanism Policy for directors and employees to report genuine concerns has been established.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, ETC.

The Nomination and Remuneration Committee of the Company has framed a suitable policy on Directors' appointment which identifies the qualifications, positive attributes, independence of the Directors. The Committee has also recommended to the Board a Policy on remuneration for the Directors, Key Managerial Personnel and other employees.

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

A. Conservation of Energy : The Coke Ovens are designed in such a way that considerable amount of energy is saved.

B. Technology Absorption : The present technology used in manufacturing process is Indigenous. The Company has not carried out any research and development activities during the year.

C. The foreign exchange earnings and outgo : Nil RELATED PARTY TRANSACTIONS

Related Party Transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. The Company has not entered into material related party which require disclosures under the provisions of the Companies Act, 2013 and the listing agreement.

LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

ACKNOWLEDGEMENTS

The Directors place on record their gratitude to the bankers, media, Government and other agencies for their assistance, cooperation and encouragement extended to the Company. The Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinted efforts of investors and employees during the year under review.

By Order of the Board For AUROMA COKE LIMITED Place : Kolkata Prashant Tulsyan Dated : 30th May, 2015 Whole-time Director


Mar 31, 2014

The Members,

The Directors present 21st Annual Report and the Audited Financial Statements for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs in lacs) Particulars 2013-14 2012-13

Total Income 1896.62 2844.14

Total Expenditure 1645.34 2555.19

Profit before Interest, 251.28 288.95 Depreciation and Tax

Less : (1) Finance Cost 185.80 216.47

(2) Depreciation 62.19 69.49

Profit/(Loss) before Tax 3.29 2.99

Less: Provision for Taxation 1.41 1.05

Profit/(Loss) after Tax 1.88 1.94

Add : Amount brought 448.40 446.46 forward

Amount available for 450.28 448.40 appropriation

Balance carried to Balance 450.28 448.40 Sheet

REVIEW OF OPERATIONS

During the year under review, the Company has earned Total Income from operations Rs. 1896.62 lacs as compared to Rs. 2844.14 lacs in the previous year. The Net Profit during the year was Rs. 1.88 lacs only as compared to the Rs. 1.94 lacs during the previous year.

The realizations in the coking coal and met coke continued to be subdued during the Financial Year 2013-14 as the growth of the steel industry, prime consumer of coking coal and metcoke, was stagnant.

DIVIDEND

In view of insufficient profits, the Board do not recommend any dividend.

LISTING

The equity shares of the Company are listed with the BSE Ltd. The Listing Fee has been paid to the Stock Exchange for the year 2014-15. The ISIN No. of the Company is INE 662I01012.

CORPORATE GOVERNANCE

In compliance with the requirements of clause 49 of the Listing agreement, a Report on ''Corporate Governance'' as on 31st March, 2014 and a Report on Management Discussions and Analysis are annexed to and form a part of this Report.

DIRECTORS

In view of complying with the new coporate governance norms under the listing agreement and also under the Companies Act, 2013, the Board at is meetings held on 26.08.2014 has accepted resignations of the Directors viz. Mr. Vimal Kumar Tulsyan, Mr. Sanjeev Kumar Tulsyan, Mr. Rajiv Tulsyan, Mr. Binod Kumar Singh, Mr. Nawal Kishore Singh and Mr. Swapan Dey Choudhuri. The Board at the same meeting has appointed Mr. Abhishek Kumar Chhapolika as an Additional Director.

The Board is pleased to acknowledge the services rendered by Mr. Vimal Kumar Tulsyan, Mr. Sanjeev Kumar Tulsyan, Mr. Rajiv Tulsyan, Mr. Binod Kumar Singh, Mr. Nawal Kishore Singh and Mr. Swapan Dey Choudhuri during their tenure as Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your Directors confirm having -

i) Followed in the preparation of the annual accounts the applicable accounting standards with proper explanation relating to material departures, if any;

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year under review and of the profit of the Company for the year ended on that date;

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

iv) prepared the annual accounts on a ''going concern basis''."

AUDITORS

M/s. Agarwal Khemka & Associates, Chartered Accountants, the Statutory Auditors hold office upto the forthcoming Annual General Meeting of the Company and are eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received written confirmation from M/s. Agarwal Khemka & Associates that their re-appointment if made, would be in conformity within the limits prescribed under Rule 4 of the Companies (Audit and Auditors) Rule 2014 in the said Section and that they are not disqualified from being appointed as the Auditors of the Company.

AUDITORS'' REPORT

The observations of the Auditors'' in their Report and our explanation to those observations are as under:-

(1) Point No. (a) to the Annexure of the Auditors'' Report :- We have been informed that the Company is in process of preparing fixed assets register.

(2) Point No. (k) to the Annexure of the Auditors'' Report :- There has been delay in depositing excise duty, service tax, tax deducted at source, employees state insurance, electricity duty and in one case of income tax.

There were few instances of delay in depositing statutory dues and the amount involved were insignificant. We further inform that the Company now is regular in depositing all undisputed statutory dues.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposits, as defined under Section 58A of the Companies Act, 1956, during the year under review.

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

The Particulars relating to conservation of energy, technology absorption, foreign exchange, earnings and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 during the year current 2013-14 are as follows :

A. Conservation of Energy: The Coke Ovens are designed in such a way that considerable amount of energy is saved. The products of the company are not covered by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Hence Form A is not applicable.

B. Technology Absorption: The present technology used in manufacturing process is Indigenous. The Company has not carried out any research and development activities during the year.

C. Foreign Exchange Earning and Outgo:

(a) Foreign exchange earning Rs. Nil

(b) Foreign Exchange outgo Rs. 76.96 lacs. PARTICULARS OF EMPLOYEES

There was no employee during the year under review, who was in receipt of remuneration of more than Rs. 5,00,000/- per month if appointed for a part of the year or Rs. 60,00,000/- per annum, if appointed for whole year. Therefore, disclosure of information of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

APPRECIATION

Your Directors place on record their appreciation for assistance and co-operation received from the Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors also wish to express their deep sense of appreciation for the committed services by the Executives, Staff, and Workers of the Company. The Directors also place on record their sincere thanks to the Shareholders for their continued support and confidence in the Management of the Company.

By Order of the Board For AUROMA COKE LIMITED

Dated : 26th August, 2014 Prashant Tulsyan Place : Kolkata Whole-time Director


Mar 31, 2013

Dear Shareholders,

The Directors present the 20th Annual Report of the Company for the year ended on 31st March, 2013.

Financial Result

The Financial performance of the Company for the financial year ended Mach 31, 2013 is summarized below.

(Rs. in lacs) Financial Year Financial Year 2012-13 2011-12

Total Income 2844.14 3853.23

Total Expenditure 2569.44 3484.89

Profit before Interest and Depreciation 274.70 368.34

Less: Interest 202.22 217.94

Less : Depreciation 69.49 68.15

Profit before Tax 2.99 82.25

Provision for taxes 1.05 34.07

Profit after Tax 1.94 48.18

Surplus brought forward from previous year 446.46 398.28

Balance Carried over to Balance Sheet 448.40 446.46

REVIEW OF BUSINESS AND PERFORMANCE

During the year under review, Indian economy went through one of its slowest growth in last two decades. The economic activities in the country, metal sector in particular, have been adversely affected due to high interest rates, deteriorating fiscal ratios and uncertain political conditions prevailing in the country. The slow growth in steel industry had impacted both sales and price realization of met coke in India. However, it can only be hoped that the things will move for the better in the coming years.

During the year under review, the Company''s total revenue fallen 26% to 2844.14 lacs compared to Rs. 3853.23 lacs recorded in the previous year. Similarly, the Profit after tax fallen 96% to Rs. 1.94 lacs compared to Rs. 48.18 lacs recorded in the previous year.

DIVIDEND

The Board has decided to plough back the entire profit generated during the year to conserve resources for future requirements. Hence, no dividend is recommended.

DIRECTORS

The present tenure of Mr. Prashant Tulsyan as Whole time Director expired on 31st March 2013. The Board has re-appointed him as Whole time Director w.e.f. 1st April, 2013 for a period of two years to hold office upto 31st March 2015. Mr. Alok Sawa and Mr. Swapan De Choudhury retire by rotation at the ensuing Annual General Meeting and offer themselves for re-appointment

LISTING

The equity shares of the Company are listed at the Bombay Stock Exchange (BSE Ltd.). The shares of the Company have been admitted with National Securities Depository Limited (NSDL) and Central Depository Services (CDSL). The ISIN of the equity shares of your company is INE662I01012. ,

The Company is regular in payment of annual fees and charges to the BSE Ltd., NSDL and CDSL.

AUDITORS REPORT

The Board offers following explanations on the remarks / qualifications / observations of the auditors in their report.

(a) The Company is in process of preparing fixed assets register.

(b) There were few instantces of delay in depositing statutory dues as reported in para (k) of the Annexure to the Auditors'' Report and the amount involved were insignificant. We further inform that the Company now is regular in depositing all statutory dues.

PARTICULARS OF EMPLOYEES

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. Hence, furnishing of particulars of employees is not required.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Particulars relating to conservation of energy, technology absorption, foreign exchange, earnings and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 during the year current 2012-13 are as follows :

A. Conservation of Energy : The Coke Ovens are designed in such a way that Considerable amount of energy is saved.

The products of the company are not covered by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Hence Form A is not applicable.

B. Technology Absorption : The present technology used in manufacturing process is Indigenous. The Company has not carried out any research and development activities during the year.

C. Foreign Exchange Earning and Outgo a) Foreign exchange earning Rs. Nil

b) Foreign Exchange outgo Rs. 12.02 lacs

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards, had been followed and there is no material departure from the same;

b. That your directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 March 31, 2013 and the profit of the Company for the year ended on that date;

c. That your directors have taken proper and sufficient care for the maintenance of adequate accounting records with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. Your directors had prepared the annual accounts of the company on a "Going Concern" basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to clause 49 of the Listing Agreement, Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the requisites Certificate of the Auditors of the Company is attached and form part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for assistance and co-operation received from the Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors also wish to express their deep sense of appreciation for the committed services by the Executives, Staff, and Workers of the Company. The Directors also place on record their sincere thanks to the Shareholders for their continued support and confidence in the Management of the Company.



For and on behalf of the Board

Date : 30th May, 2013 V. K. Tulsyan

Place: Kolkata Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report of the Company for the year ended on 31 st March, 2010.

FINANCIAL RESULT

The financial performance of the Company for the financial year ended March 31,2010 is summarized below:

(Rs. in lacs)

Particulars Financial Year Financial Year

2009-10 2008-09

Total Income 5222.41 6516.03

Total Expenditure 5031.79 6316.94

Profit before Depreciation and Interest 190.62 199.09

Less: Interest 64.83 153.52

Less: Depreciation 65.10 61.83

Profit before Tax 60.69 39.38

Provision for Income Tax 19.00 14.40

Provision for Income Tax (Earlier Year) - 2.34

Deferred Tax (Net of Assets) provided/(written back) (0.14) (7.79)

Profit after Tax 41.84 30.43

Surplus brought forward from previous year 298.43 268.00

Balance Carried over to Balance Sheet 340.26 298.43

DIVIDEND

The Board has decided to plough back the entire profit generated during the year to conserve resources for future needs.

DIRECTORS

Mr. Sanjeev Tulsyan has been re-appointed as whole-time Director of the Company w.e.f. 1.4.2010 for a period of 5 years up to 31.3.2015 subject to the confirmation by the shareholders of the Company at the general meeting.

Mr. Alok Sawa and Mr. Swapan De Choudhury, retire by rotation and offers themselves for re-appointment.

AUDITORS AND AUDITORS REPORT

M/s Agarwal Khemka & Associates, Chartered Accountants, Statutory Auditors of the Company, hold the office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Report of the Auditors read with significant accounting policies and notes on the accounts as annexed are self explanatory and therefore need no further explanations by the Board in this Report.

PARTICULARS OF EMPLOYEES

The relations with employees and workers at all levels were harmonious during the year. During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) Rules, 1975 is not required.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows :

A. Conservation of Energy The Coke Ovens are designed in such a way that Considerable amount of energy is saved.

The products of the Company are not covered by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Hence Form "A" is not applicable.

B. Technology Absorption The present technology used in manufacturing processes is indigenous. The Company has not carried out any research and development activities during the year.

C. Foreign Exchange Earning and Outgo (a) Foreign exchange earning : Nil

(b) Foreign exchange outgo : Rs. 25.31 lacs (Previous Year Rs. 5.00 lacs)

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards, had been followed and there was no material departure from the same;

b) That your directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 March 31, 2010 and the profit of the Company for the year ended on that date.

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

d) Your directors had prepared the annual accounts of the Company on a "Going Concern" basis.

PUBLIC DEPOSITS

The Company had not accepted public deposit within the meaning of section 58A of the Companies Act, 1956 during the year. There is no public deposit outstanding as on 31st March, 2010

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange in India, Managements Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with the requisites Certificate from the Auditors of the Company is attached and form part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and members during the year under review. Your Directors also wish to express their deep sense of appreciation for the committed services by the Executives, Staff, and Workers of the Company. The Directors also place on record their sincere thanks to the Shareholders for their continued support, co-operation and confidence in the Management of the Company.

For and on behalf of the Board

Date : 31th July, 2010 V.K.Tulsyan

Place: Kolkata Chairman