Mar 31, 2014
Dear Members,
The Directors present the 21st Annual Report to the members together
with the Audited Accounts for the financial year ended 31st March,
2014.
FINANCIAL RESULTS
Year ended Year ended
31st March, 2014 31st March, 2013
Rs. in lacs Rs. in lacs
Total Revenue 6 6.5
Profit /(Loss) for the year after
charging all Expenses but before
providing Depreciation and Tax (2.61) (5.85)
Less: Depreciation and Amortization
Expenses 5.24 5.62
Profit/(Loss) before Tax for the
year from continuing operations (7.85) (11.47)
Less: Current Tax Expenses - -
Profit/(Loss) for the year after
tax from continuing operations (7.85) (11.47)
DIVIDEND
Your Company did not consider it prudent to recommend any dividend for
the year under review.
REVIEW OF OPERATIONS
Your Company has decided to change its business model from
manufacturing to trading which is yet to be finalized.
DIRECTORS
In terms of Article 142/143 of the Articles of Association of the
Company, Mr. Shouvik Kundu (DIN No. 00277862) shall retire by rotation
at the forthcoming Annual General Meeting and being eligible, offer
himself for re-appointment.
The Company has received declaration from both independent Directors of
the Company confirming that they meet with the criteria of Independence
as prescribe both under sub-section (6) of Section 149 of the Companies
Act, 2013 and under the Clause 49 of Listing Agreement with Stock
Exchanges.
Pursuant to Section 149 of the Companies Act, 2013, Company has
received requisite notice in writing from members proposing Mr. Ramesh
Kumar Jhawar and Mr. Santanu Chattopadhyay for appointment as
Independent Directors.
Brief particulars and expertise of these Directors have been given in
the Notice of the Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
(ii) 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 or
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 the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance together with the Auditors'' Compliance Certificate and
Management Discussions and Analysis Report is annexed to this Annual
Report.
AUDITORS
M/s Rohit Shukla & Associates, Chartered Accountants (Registration No.
315178E) have expressed their willingness to be appointed as Statutory
Auditors of the Company and the Company has received letter from them
to the effect that their appointment, if made, would be within the
prescribed limits under Section 139 of the Companies Act, 2013.
Accordingly, their appointment is recommended by the Board of Directors
on the recommendation of Audit Committee.
AUDITORS'' OBSERVATIONS
As regards Auditor''s observation that the Company accumulated loss has
exceeded 50% of the net worth and whether the Company will be able to
continues as a going concern . Your Directors would like to state that
our Company is looking for a new trading module of business. The
Directors are hopeful of carrying business in near future.
PARTICULARS OF EMPLOYEES
None of the employees of the Company received remuneration requiring
any disclosure to be made under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended, hence particulars are not annexed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
The Company has not undertaken any manufacturing activity during the
year.
Foreign Exchange Earnings & Outgo - NIL CHANGES IN COMPANY LAW
The Companies Act, 2013 ( ''the Act'') has been passed replacing the age
old Companies Act, 1956 and a large portion of the Act has already
become effective.Several Rules under various Sections of the Act have
also been notified. Your Company is taking necessary steps to comply
with the requirements of the new Act. The Company has already formed,
reconstituted and renamed various Committees in terms of the
requirements of the Act Steps are in hand to implement various other
provisions of the Act to ensure compliance at the appropriate time.
ACKNOWLEDGEMENT
Your Directors acknowledge the co-operation and support received from
its Shareholders, the Company''s Bankers during the year.
For and on behalf of the Board
Shouvik Kundu
DIRECTOR
Ramesh Kumar Jhawar
DIRECTOR
Hemant Premji Thacker
EXECUTIVE DIRECTOR
Place: Kolkata Santanu Chattopadhyay
Date: 28th May, 2014 DIRECTOR
Mar 31, 2013
The Directors present the Twentieth Annual Report to the members
together with the Audited Accounts for the financial year ended 31st
March, 2013.
FINANCIAL RESULTS
Year ended Year ended
31st March,
2013 31st March, 2012
Rs. in lacs Rs. in lacs
Profit/(Loss) Before Tax (11.47) (05.22)
Less: Provision for taxation:
Less: Short Provision made for Income Tax
Profit/(Loss) After Tax (11.47) (05.22)
Less: Balance Brought forward from last year
Amount available for Appropriation (11.47) (05.22)
APPROPRIATIONS
Balance carried to Balance Sheet (11.47) (05.22)
(11.47) (05.22)
DIVIDEND
Your Company did not consider it prudent to recommend any dividend for
the year under review.
REVIEW OF OPERATIONS
Your Company has decided to change its business model from
manufacturing to trading which is yet to be finalized.
DIRECTORS
In terms of Article 142/143 of the Articles of Association of the
Company, Mr. Ramesh Kumar Jhawar shall retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for re-appointment. Brief particulars and expertise of these Directors
have been given in the Notice of the Meeting.
Mr. Santanu Chattopadhyay was appointed as Additional Director of the
Company on 4.06.2013 pursuant to the provisions of Section 260 of the
Companies Act, 1956, he will hold office up the date of this Annual
General Meeting. >iS^The Company has received notices in writing from
member under Section 257 of the Companies Act, 1956 along with a
deposit of Rs.500/- signifying his intention to propose Mr. Santanu
Chattopadhyay as candidate for office of Director of the Company. Your
Director recommend his appointment.
Mr. Hemant Premji Thacker was appointed as Wholetime Director
designated as Executive Director of the Company w.e.f 12th September,
2012 subject to approval of the shareholders in general meeting. Your
Directors recommend his appointment as Wholetime Director.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
(ii) 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 or
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 the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance together with the Auditors'' Compliance Certificate and
Management Discussions and Analysis Report is annexed to this Annual
Report.
AUDITORS
M/s Rohit Shukla & Associates, Chartered Accountants have expressed
their willingness to be appointed as Statutory Auditors of the Company
and the Company has received letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1-B) of the Companies Act, 1956. Accordingly, their
appointment is recommended by the Board of Directors on the
recommendation of Audit Committee.
AUDITORS'' OBSERVATIONS
As regards Auditor''s observation whether the Company will be able to
continues as a going concern . Your Directors would like to state that
our Company is looking for a new trading module of business. The
Directors are hopeful of carrying business in near future.
PARTICULARS OF EMPLOYEES
None of the employees of the Company received remuneration requiring
any disclosure to be made under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended, hence particulars are not annexed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
The Company has not undertaken any manufacturing activity during the
year.
Foreign Exchange Earnings & Outgo - NIL
ACKNOWLEDGEMENT
Your Directors acknowledge the co-operation and support received from
its Shareholders, the Company''s Bankers during the year.
Place : Kolkata For and on behalf of the Board
Date : 14th August, 2013 (Shouvik Kundu)
DIRECTOR
(Ramesh Kumar Jhawar)
DIRECTOR
(Hemant Premji Thacker)
EXECUTIVE DIRECTOR
Mar 31, 2010
The Directors have pleasure in presenting the Seventeenth Annual
Report to the members together with the Audited Accounts for the
financial year ended 31 st March, 2010.
Your Company remains committed to all social and economic objectives
and continue to enlarge its contribution wherever possible.
FINANCIAL RESULTS Year ended Year ended
31st March, 2010 31st March, 2009
Rs. in lacs Rs. in lacs
Profit/(Loss) Before Tax (297.44) (1759.12)
Less: Provision for taxation: - 54.19
Profit/(Loss) After Tax (297.44) (1704.93)
Less: Balance Brought forward
from last year - -
Amount available for Appropriation (297.44) (1704.93)
APPROPRIATIONS
Balance carried to Balance Sheet (297.44) (1704.93)
(297.44) (1704.93)
Disclosure relating to
Discontinuing Operations
Loss Before Taxation from
Continuing Operations (140.14) (678.96)
Less: Provision for Taxation - 4.59
Loss After Tax from Continuing
Operations (140.14) 1674.37)
Loss Before Taxation from
Discontinuing
Operations (157.30) (1080.16)
Less: Provision for Taxation 49.60
Loss After Tax from Discontinuing
Operations (157.30) (1030.56)
* Due to the reasons stated at Point I & II under Review of
Operaf/onsbelow, the Profit & Loss Figures for the current year have
been segregated into Continuing Operations & Discontinuing Operations
as laid down under Accounting Standard - 24 issued by the Institute of
Chartered Accountants of India. This being the first year, figures of
the previous year have not been segregated.
dividend
Owing to the loss incurred dunrtgHhe year, your Company did not
consider it prudent to recommend any dividend for the year under
review. - æ
REVIEW OF OPERATIONS
The operating results of the current year were negatively impacted
owing to the following reasons:-
I. The Company is not carrying out any tea manufacturing activity at
its unit located in Ooty, Tamilnadu, since August,2008, due, to the
fact that the Tea Board oi: këKa has revoked the factorys registration
under the provisions of Tea (Marketing) Control Order, 2003 issued
underlie provisions of thejea Act, 1953.
II. The Company, therefore, decided to change its business model from
manufacturing to trading in tea. Moreover m order to generate Working
Capital as well as reduce Borrowings, the Board decided to sell, lease
or otherwse dispose of - a) the residual land of 6.95 acres including
the tea factory at Ooty along with all fixed assets such as plant,
machinery, estate and development, etc. which are directly or
indirectly required to run the factory, and b) the Corporate Office
Building of the Company at Kolkata. The proposal had been duly approved
by Shareholders under Section 293(1 )(a) by means of Postal Ballot in
December, 2008. The sale is yet to be finalized.
Loss of Turnover and under-recovery of expenses, including
depreciation and interest, resulted in high operating losses.
ACTION PLAN
In 2010-11, action plan has been put in place to ensure that costs are
reduced, turnover enhanced and over-all margin increased:-
- As had been mentioned in the previous year, out of the 46.95 acres of
land owned and occupied by the tea division of the Company at its Ooty
factory, such portion of the vacant land measuring approximately 40
acres, with a little more or less, which was unutilized and
unproductive is in the process of being sold for which shareholders
approval has been obtained by the Company. Your Company has till
October 2009, received an advance of about Rs. 868.20 lacs. Owing to the
downturn in the Real Estate market the buyer is unable to finalize the
Sale but it is expected that the transaction will be completed at the
earliest. At the same time, your Company is endeavouring to finalize
the sale of the Companys Head Office Building in Kolkata as well as
the Factory at Ooty. Once these transactions are completed the
liquidity position of the Company will improve substantially and the
business model of trading can start in full swing.
SIGNIFICANT DEVELOPMENTS
The shareholders might recall that during the previous year it was
reported that the sale of approximately 40 acres of unutilized and
unproductive land at Ooty factory, for which shareholders approval had
already been obtained earlier, was expected to bs concluded within the
year 2010-11. But due to the sudden economic downturn the sale could
not be completed. Your directors are hopeful of completing the deal
during the current year.
Besides the above, shareholders approval was also obtained through
postal ballot means to sell, lease or otherwise dispose of a) the
factory including land of approximately 6.95 acres at Ooty, and b) the
Corporate Office at Kolkata. Your directors are hopeful of completing
the deal during the current year.
Upon completion of the above transactions the liquidity position of the
Company will improve substantially and the business model of trading
can start in full swing.
DIRECTORS
During the period under review, Mr. F J Kapadia and Mrs. Rajinie Singh
resigned as Directors from your Company and Directorship of Mrs Usha
Singh was ceased due to sad demisal of her. Your Directors would like
to record their sincere appreciation*for the valuable services rendered
by them during their tenure as Directors.
In terms of Article 142/143 of the Articles of Association of the
Company, Mr. Arabinda Bose and Mr. Binoy Krishna Banerjee shall retire
by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re- appointment. Brief particulars and
expertise of these Directors have been given in the Notice of the
Meeting.
DIRECTORS* RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
(ii) 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 or
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 the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance together with the Auditors Compliance Certificate and
Management Discussions and Analysis Report is annexed to this Annual
Report.
INVESTORS EDUCATION & PROTECTION FUND
There were no amount due for deposit to the Investors Education and
Protection Fund Account set-up by the Central Government, pursuant to
the provisions of Section 205C of the Companies Act, 1956.
However, unpaid / unclaimed dividend shown in the following table shall
be deposited as and when they become due.
Financial Year Date of Declaration Last date for Due Date for
to which the of Dividend claiming dividend transfer to
IEPF Account
dividend relates of the Central
Government
2002-03 20.09.2003 19.09.2010 19.10.2010
2003-04 06.09.2004 05.09.2011 05.10.2011
2004-05 14.06.2005 13.06.2012 13.07.2012
Members who have not so far encashed their dividend warrant(s) are
requested to seek issue of duplicate warrant(s) / revalidation of the
existing warrants by writing at the Companys Corporate Office at Beeyu
House, 64A, Ballygunge Circular Road, Kolkata - 700 019 immediately.
Members are requested to note that no claims shall lie against the
Company or the said Fund in respect of any amounts which were unclaimed
and unpaid for a period of seven years from the dates that they first
became due for payment as set out in column 3 above and no payment
shall be made in respect of any such claims.
AUDITORS
M/s. H. K. Agrawal & Co., Chartered Accountants, the Statutory Auditors
of the Company, retires as the Auditors on conclusion of the
forthcoming Annual General Meeting. They have expressed their
willingness to be re-appointed. The Company has received letter from
them to the effect that their appointment, if made, would be within the
prescribed limits under Section 224(1-B) of the Companies Act, 1956.
Accordingly, their re-appointment is recommended by the Board of
Directors.
AUDITORSOBSERVATIONS
Report of the Auditors is self-explanatory and does not call for any
further comments from Directors.
PARTICULARS OF EMPLOYEES
None of the employees of the Company receives remuneration requiring
any disclosure to be made under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended, hence particulars are not annexed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo are annexed hereto
and form part of this report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank individually each and
every of its most valued customers for their continued confidence in
the Company and request for their continued patronage and support to
the Company.
Your Directors wish to place on record their appreciation of the
services rendered by the executives, staff and workers at all levels
and hope they shall continue to serve the Company with greater
dedication and sincerity.
Your Directors also acknowledge the co-operation and support received
from its Shareholders, the Companys Bankers and various departments
and agencies of the Central and State Governments.
For and on behalf of the Board
Place: Kolkata B. P. Singh
Date: 26th May, 2010 Chairman & Managing Director
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