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Directors Report of Burnpur Cement Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of the Company, together with the Audited statement of Accounts for the financial year ended 31st March 2015.

Financial Highlight (Stand Alone)

During the year under review, performance of your company as under :

(Rs. In Lakhs)

Particulars 2014-15 2013-14

Sales (Net) 8231.54 9335.57

EBDIT 780.83 900.79

Interest 454.20 397.08

Depreciation 154.16 125.31

Profit before Tax 172.47 378.40

Income Tax

-Current Tax 55.60 88.28

-Deferred Tax -0.12 19.63

Profit after Tax 116.99 270.49

Balance brought forward from last year 1218.44 947.95

Earlier Year Adjustment

Balance carried forward to Balance Sheet 1335.43 1218.44

State of Company's Affairs

During the year the sales has been decreased 11.19% compared to previous years sale and profit after tax has been decreased 56.75% compared to previous year. Out of total sales trading sale is Rs. 38.79 crore balance sale is cement.

Patratu Project

The 1st phase of production (i.e. grinding unit) has started in May, 2015 which was inaugurated by Chief Minister of Jharkhand on 13th July, 2015. The 2nd phase (i.e. clinker unit) will complete by the end of this year. Due to escalation of project cost the amount of term loan for the patratu project has increased from Rs.125.00 crore to Rs. 197.83 crore.

Dividend

The profit for the year is not enough to declare the dividend therefore your directors do not recommend any dividend for the year ended 31st March, 2015.

Amount Transferred to Reserve

During the year Rs. 1,16,99,128.21 has been transferred to General Reserve.

Changes in Share Capital

During the Financial Year 2014-15, the share capital of the Company has been increased from Rs. 65,13,93,630/- to Rs. 82,55,43,630/- pursuant to allotment of equity shares on conversion of 17415000 warrants of Rs 10/- each under Preferential allotment.

Extract of Annual Return

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report.

Number of Board Meetings

During the Financial Year 2014-15, 7 (seven) meetings of the Board of Directors of the company were held.

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 has been mentioned in the notes of account of the Balance Sheet.

Explanation To Auditor's Remarks

The Auditors report is self explanatory and does not contain any qualification, reservation or adverse remark.

Material Changes Affecting the Financial Position of the Company

There is no material changes during the year which affect the financial position of the company, however the first phase of production from the patratu plant has started in the month of June, 2015

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as mentioned in the Annexure attached with this report.

Details of Subsidiary, Joint Venture or Associates

The Company has no subsidiary card also there is o joint venture agreement with any entry during the year. The name of associate company has been mentioned in the Balance Sheet.

Risk Management Policy

The Board of your company has formulated a risk management policy in connection with the risk that the organization faces in its day to day business such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory etc. The board reviews the policy in regular interval and

Details of Directors and Key Managerial Personnel

During the year Mr. Bal Krishan Ladha and Mr. Ansul Agarwal have resigned from the directorship of the company. Mr. Jagdish Chander Bhutani and Mrs. Rachana Agarwal have appointed as director of the company during the year. The Company has promoted Mr Sajjan Kumar Agarwal from Finance Manager to CFO during the year.

Mr. Prem Prakash Agarwal is a director, who is retiring by rotation in the ensuing Annual General Meeting.

Details of significant & material orders passed by the regulators or courts or tribunal

There are no significant and material orders passed by any regulators or courts or tribunal against or in favour of the company during the year.

Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

The Company has adequate internal financial control with reference to financial statement.

Deposits

The Company has not accepted any deposits during the year.

Receipt of any commission by MD / WTD from a Company

Managing Director or Whole Time Director are not receiving any commission from the Company.

Declaration by Independent Director

The company has received the declaration from all the Independent directors of the company confirming that they meet the criteria of independence as prescribed under the Act and clause 49 of the Listing Agreement with the company.

Re-appointment of Independent Auditor

The reappointment of Independent Director is not required in this year.

Secretarial Audit Report

Copy of Secretarial Audit Report issued by a Practicing Company Secretary is attached with this report.

Corporate Social Responsibility (CSR) Policy

The company has incurred some expenditure under the head of Corporate Social Responsibility which is mentioned in the Management Discussion & Analysis Report.

Audit Committee

There is a Audit Committee of the company which has constituted and proper compliance has been done as per the Listing Agreement between the Stock Exchanges and the Company. Details has been mentioned in the Management Discussion and Analysis Report.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees

The company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes criteria for performance evaluation of executive and non-executive director.

Nomination & Remuneration Committee Policy

There is a Nomination and Remuneration Committee of the company which has constituted and proper compliance has been done as per the Listing Agreement between the Stock Exchanges and the Company. Detail has been mentioned in the Management Discussion and Analysis Report.

Disclosure on Establishment of a Vigil Mechanism

The vigil mechanism of the company which also incorporates a whistle blower policy in terms of the Listing Agreement, includes Ethics and Compliance Management comprising senior executives of the company. The whistle blower can inform any irregularity, fraud or violation to Chairman of the Audit committee which will be protected.

Corporate Governance

The details report on Corporate Governance is separately mentioned under the head Report on Corporate Governance after the Management Discussion & Analysis Report.

Managerial Remuneration

According to Section 197(12) of the Companies Act, 2013 and Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 following are the disclosures in detail:

* The ratio of the remuneration of each director to the median remuneration of the employee of the company for the financial year :

* The percentage increase in remuneration of each director, CFO, CEO and Company Secretary in the : No Increase financial year

* The percentage increase in the median remuneration of employees in the financial year : No Increase

* The number of permanent employee on the rolls of : 205 the company

* The relationship between average increase in remuneration and company performance : No Increase

* The Comparison of the remuneration of the key managerial personnel against the performance of the : No Increase company

* Variation in market capitalization : Decreased by 10% compared to previous year

Price Earning Ratio as on 31.03.2014 : 26.45 31.03.2015 : 61.33

Percentage increase over decrease in the market quotation compared to IPO rate:

* Comparison of each remuneration of KMP

compared to performance of the company : As per remuneration policy of the company.

* The key parameters for any variable component of remuneration availed by the directors: No variable component

* There is no employee who draws salary more than the Managing Director of the company, who is the highest paid director.

* Remuneration paid to directors and employees as per the remuneration policy of the company.

The disclosure under the Sub Rule 2 of Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014 is not required as no employee's remuneration is touching or crossing the limit specified in the said rule.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

There is no such instances happened during the year at the work place of the company.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No case of fraud has been reported to the Audit Committee or Board during the year.

Statutory Auditors

The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have given their consent for re-appointment. The Company has received a certificate under Rule 4(1) of the Companies (Audit & Auditors) Rule, 2014 from the Auditors that their appointment, if made, will be in accordance with the limits as specified in section 141 (3) (g) of the Companies Act, 2013.

The Board proposes the reappointment of M/s N. K. Agarwal & Co. as statutory auditors of the company based on the recommendation of the Audit Committee to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Cost Auditors

As per the provision of Section 148 of the Companies Act, 2013 the Company's cost records for the year ended March, 2015 are being audited/ reviewed by Cost Auditor M/s AS & Associates. The Cost Audit Report for the year ended 31st March, 2014 was filled in accordance with Cost Audit (Report) Rule 2001 within the stipulated time. For the Financial Year 2015-16 the Board of Directors of the Company has appointed M/s AS & Associates, cost auditor to audit the cost records of the company as per the recommendation of the Audit Committee. The remuneration of the of the cost auditor shall be ratified by the share holders of the company in the ensuing Annual General Meeting.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

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

b) the directors had 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 as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) 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.

APPRECIATION

Your Directors express their deep sense of gratitude to the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates and Company's valued customers and the esteemed Shareholders for the faith they continue to repose in the Company and look forward to their continued support in future.

The Directors also warmly thank all the employee of the Company for their contribution to company's performance and progress.

For and on behalf of the Board ASHOK GUTGUTIA Vice Chairman and Managing Director

Place: Kolkata MANOJ KUMAR AGARWAL Date: 13.08.2015 Director


Mar 31, 2014

Dear Shareholders,

The Directors presents the 28th Annual Report of the Company, together with the Audited Accounts for the financial year ended 31 st March 2014

Financial Results

The financial results for the year ended 31 st March 2014 are summarized below: (Rs. in Lakhs)

2013-2014 2012- 2013

Sales (Net) 9335.57 8891.60

EBDIT 900.79 858.46

Interest 397.08 255.06

Depreciation 125.31 129.38

Profit before Tax 378.40 474.02

Income Tax

Current Tax 88.28 123.85

Deferred Tax 19.63 33.46

Profit after Tax 270.49 316.71

Balance brought forward from last year 947.95 631.24

Earlier Year Adjustment - -

Balance carried forward to Balance Sheet 1218.43 947.95

DIVIDEND :

The profit for the year is not enough to declare the dividend therefore your directors do not recommend any dividend for the year ended 31st March, 2014.

RESULT OF OPERATION

The gross sale and other income for the financial year ended 31 st March 2014 was Rs. 109.06 Crores as against Rs. 105.29 Crore in the previous year. In 2013-14 the Company has produced 191649.30 M.T against 174348.3 M.T in the previous year. The effective capacity utilization was 63.88 against 58.11% in the previous year. Due to increase in finance cost the profit during the year has affected more compared to previous year.

PROJECT AT PATRATU

The project at Patratu has been delayed further due to one of the civil contractor who left the the job in the middle and it took some time appoint the new civil contractor. However the grinding unit of the plant is ready and grinding will start after the connection of power from Damodar Valley Corporation (DVC) is complete. The power connection from DVC is going on and will complete very shortly. For completion of the clinkerisation unit it will take another 5-6 months.

PARTICULARS UNDER SECTION 217 OF COMPANIES ACT, 1956

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

With regard to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, details are given in Annexure A.

PARTICULARS OF EMPLOYEES

No employees of the companies is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 made there under.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

(i) The financial statements are prepared in accordance with the Accounting Standards issued by Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956 to the extent applicable to the Company and there are no material departures from prescribed accounting standards.

(ii) The Board of Directors accept responsibility for the integrity and objectivity of these financial statements. The accounting policies used in the preparation of financial statements have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your company as at 31 st March 2014 and of the profit or loss for the financial year ended 31st March 2014.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) The annual accounts of your company have been prepared on a going concern basis.

AUDITORS & AUDITOR''S REPORT

The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have given their consent for re-appointment. The Company has received a certificate under section 224(1) of the Companies Act, 1956 from the Auditors that their appointment, if made, will be in accordance with the limits as specified in section 224(1) of the Companies Act, 1956.

The Board proposes the reappointment of M/s N. K. Agarwal & Co. as statutory auditors of the company based on the recommendation of the Audit Committee to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

The Notes on Accounts referred to in the Auditor''s Report are self explanatory and, therefore, do not call for any further comments.

COST AUDITOR

As per the provision of Section 148 of the Companies Act, 2013 the Company''s cost records for the year ended March, 2014 are being audited/ reviewed by Cost Auditor Mr. Abhimanyu Nayak of M/s Abhimanyu Nayak & Associates. The Cost Audit Report for the year ended 31 st March, 2013 was filled in accordance with Cost Audit (Report) Rule 2001 within the stipulated time. For the Financial Year 2014-15 the Board of Directors of the Company has appointed AS & Associates, cost auditor to audit the cost records of the company as per the recommendation of the Audit Committee. The remuneration of the cost auditor shall be ratified by the share holders of the company in the ensuing Annual General Meeting.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provisions of section 164(2) of Companies Act, 2013. The Directors have made necessary disclosures as required under the various provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

CORPORATE GOVERNANCE

Your Company re-affirms its commitment to the standard of corporate governance. As per clause 49 of the Listing Agreement with the stock Exchanges, a separate section on Corporate Governance together with a certificate from the Auditors of the company confirming the compliance is set out in the Annexure forming part of this report.

DIRECTORS

Mr. Bal Krishan Ladha who was appointed as an professional director of the company on 26th January, 2011 has been resigned from the directorship of the company. The company shall not fill the vacancy caused by the resignation of Mr. B K Ladha.

Mr. Ansul Agarwal who was appointed as an independent director of the company on 20th October 2010 has been resigned from the directorship of the company. The company shall not fill the vacancy caused by the resignation of Mr. Ansul Agarwal.

Mr. Jagdish Chander Bhutani was appointed as an additional director with effect from 14th May, 2014 to hold office till the conclusion of ensuing Annual General Meeting. Notice pursuant to Section 160 of the Companies Act, 2013 has been received from members proposing Mr. Jagdish Chander Bhutani for appointment as independent director of your company.

The Board recommends the above appointment and Resolution seeking your approval on these items are included in the notice convening the Annual General Meeting together with brief resume of the directors being appointed/ reappointed.

APPRECIATION

Your Directors express their deep sense of gratitude to the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates and Company''s valued customers and the esteemed Shareholders for the faith they continue to repose in the Company and look forward to their continued support in future.

The Directors also warmly thank all the employee of the Company for their contribution to company''s performance and steady progress.

For and on behalf of the Board MANOJ KUMAR AGARWAL Director

Place : Kolkata ASHOK GUTGUTIA Date : 14.08.2014 Vice Chairman and Managing Director


Mar 31, 2013

To The Shareholders,

The Directors have pleasure in presenting the 27th Annual Report and Audited Accounts of your Company for the year ended 31st March, 2013:

Financial Results :

The financial results for the year ended 31st March 2013 are summarized below :

(Rs.in Lakhs)

2012- 2013 2011- 2012

Sales (Net) 8375.96 4623.57

EBDIT 858.46 442.86

Interest 255.06 218.61

Depreciation 129.38 72.89

Profit before Tax 474.02 151.36

Income Tax

-Current Tax 123.85 19.51

-Deferred Tax 33.46 29.81

Profit after Tax 316.71 102.04

Balance brought forward from last year 631.24 529.20

Earlier Year Adjustment - -

Balance carried forward to Balance Sheet 947.95 631.24

DIVIDEND :

The profit for the year is not enough to declare the dividend therefore your directors do not recommend any dividend for the year ended 31st March, 2013.

RESULT OF OPERATION

The gross sale and other income for the financial year ended 31st March 2013 was Rs. 105.53 Crores as against Rs. 52.77 Crore for the previous year. Due to better marketing strategies adopted by the management turnover of the Company has crossed Rs. 100 Crore. In 2012-13 the Company has produced 174348.3 M.T. against 111260.65 M.T. in the previous year. The effective capacity utilization was 58.11% against 37.07% in the previous year. Due to increase in cost of power & fuel and clinker the profit during the year has affected more compared to previous year. After completion of Patratu project, which is a integrated plant (Clinkering & Grinding) the cost of clinker will be reduced than purchase from market.

In our existing plant (cement grinding) at Asansol we are planning for close circuiting of cement mills which will help us improving our production capacity as well as efficiency of the plant. As a result our capacity utilization will be proportionately increased.

With our expansion planning by setting new clinker unit at patratu we will be expanding further our marketing areas in other states closed to our patratu plant like Odisha & U.P.

PROJECT AT PATRATU

As per our further business growth /development we have already started execution of our proposed cement projects (clinkering as well as grinding). We are executing our cement project of 800 tpd as per our time bound programme. i.e. cement grinding by the end of December, 2013 and clinkering by the end of May, 2014.

We have already ordered and mobilized various civil constructions, agencies which is supervised by our own experienced cement professionals. Construction progress on various structure are going on as per our schedule. Accordingly we are also bringing all the related equipments for first installment.

With our experienced and dedicated team we are having confidence of meeting our target of commissioning the new cement plant as per our schedule.

PARTICULARS UNDER SECTION 217

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO With regard to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, details are given in Annex- ure A.

PARTICULARS OF EMPLOYEES

No employees of the companies is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 made there under.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

(i) The financial statements are prepared in accordance with the Accounting Standards issued by Institute of Chartered Accoun- tants of India and the requirements of the Companies Act, 1956 to the extent applicable to the Company and there are no material departures from prescribed accounting standards.

(ii) The Board of Directors accept responsibility for the integrity and objectivity of these financial statements. The accounting poli- cies used in the preparation of financial statements have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your company as at 31st March 2013 and of the profit or loss for the financial year ended 31st March 2013.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) The annual accounts of your company have been prepared on a going concern basis.

AUDITORS & AUDITOR''S REPORT

The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have given their consent for re-appointment. The Company has received a certificate under section 224(1) of the Companies Act, 1956 from the Auditors that their appointment, if made, will be in accordance with the limits as specified in section 224(1) of the Companies Act, 1956.

The Board proposes the reappointment of M/s N. K. Agarwal & Co. as statutory auditors of the company based on the recommenda- tion of the Audit Committee to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. The Notes on Accounts referred to in the Auditor''s Report are self explanatory and, therefore, do not call for any further comments.

COST AUDITOR

As per the provision of Section 233B of the Companies Act, 1956 the Company''s cost records for the year ended March, 2013 are being audited/ reviewed by Cost Auditor M/s Baid & Co. The Cost Audit Report for the year ended 31st March, 2012 was filled in accordance with Cost Audit (Report) Rule 2001 within the stipulated time.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provisions of section 274(1)(g) of Companies Act, 1956. The Directors have made necessary disclosures as required under the various provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

CORPORATE GOVERNANCE

Your Company re-affirms its commitment to the standard of corporate governance. As per clause 49 of the Listing Agreement with the stock Exchanges, a separate section on Corporate Governance together with a certificate from the Auditors of the company confirm- ing the compliance is set out in the Annexure forming part of this report.

DIRECTORS

Mr. Bal Krishan Ladha and Mr. Ansul Agarwal are liable to retire from office by rotation and being eligible offers themselves for reappointment.

Mr. Prem Prakash Agarwal was appointed as an additional director with effect from 9th August, 2013 to hold office till the conclusion of ensuing Annual General Meeting. Notice pursuant to Section 257 of the Companies Act, 1956 has been received from members proposting Mr. Prem Prakash Agarwal for appointment as director of your company.

The Board recommends the above appointment and Resolution seeking your approval on these items are included in the notice convening the Annual General Meeting together with brief resume of the directors being appointed/ reappointed.

APPRECIATION

Your Directors express their deep sense of gratitude to the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates and Company''s valued customers and the esteemed Shareholders for the faith they continue to repose in the Company and look forward to their continued support in future.

The Directors also warmly thank all the employee of the Company for their contribution to company''s performance and steady progress.



For and on behalf of the Board

MANOJ KUMAR AGARWAL

Director



Place : Kolkata ASHOK GUTGUTIA

Date : 09.08.2013 Vice Chairman and Managing Director


Mar 31, 2012

The Directors presents the 26- Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March 2012.

FINANCIAL RESULTS

The financial results for the year ended 31st March 2012 are summarized below:

(Rs. In Lakhs)

Particulars 2011-12 2010-11

Sales (Net) 4623.57 2738.10

EBDIT 442.86 269.09

Interest 218.61 116.36

Depreciation 72.89 73.40

Profit before Tax 151.36 79.33

Income Tax

¦Current Tax 19.51 36.86

¦ Deferred Tax 29.81 (6.16)

-Fringe Benefit Tax - -

Profit after Tax 102.04 48.63

Balance brought forward from last year 529.20 480.57

Earlier Year Adjustment - -

Balance carried forward to Balance Sheet 631.24 529.20

DIVIDEND

Due to inadequate profit your directors do not recommend any dividend for the year ended 31 ¦ March, 2012.

RESULT OF OPERATION

The Company's performance during the year 2011-12 has improved in terms of production, sales and profitability. During the year Company recorded net sales Rs. 46.23 Crores compared to previous years Rs. 27.38 Crore and net profit Rs. 1.02 Crore compared to Rs. 48.63 lacs in previous year. We are pleased to inform you that we have achieved net sales of Rs. 46.23 Crore in the Financial Year 2011-12 due to better marketing strategies adopted by the management. But now we have started appointing the Dealers across Bihar, Jharkhand and West Bengal. In recent past we have also taken up Brand Building initiatives of our product by advertising through Electronic Media i.e T.V and other means like Hoarding , wall painting etc. We have also introduced incentive schemes for dealers and started organizing of Masons meet. All these measures have improved our Brand image and in turn improved sales in the last financial year 2011 -12. PROJECT AT PATRATU

The Project at Patratu was delayed due to non allotment of lime stone mines. In September, 2010 Jharkhand State Mineral Development Corporation had allotted lime stone mines at Benti Bagda. The Company has already started mining activities and civil work at project site. The bank finance for the project has been arranged and financial closure for the project has been achieved. After review of the project the project cost has been increased to Rs. 197.42 Crore out of which Rs. 125.00 Crore has to be brought in the form of term loan from Banks and balance as equity. During the past years company has faced many hurdles to start the project but now everything is in line and we are expecting the completion 1sl phase of construction of patratu plant by the end of financial year 2012-13. PARTICULARS UNDER SECTION 217 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

With regard to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, details are given in AnnexureA.

PARTICULARS OF EMPLOYEES

No employees of the companies is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 made there under. AUDITORS & AUDITOR'S REPORT The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have given their consent for re-appointment. The Company has received a certificate under section 224(1) of the Companies Act, 1956 from the Auditors that their appointment, if made, will be in accordance with the limits as specified in section 224(1) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditor's Report are self explanatory and, therefore, do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

(i) The financial statements are prepared in accordance with the Accounting Standards issued by Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956 to the extent applicable to the Company and there are no material departures from prescribed accounting standards.

(ii) The Board of Directors accept responsibility for the integrity and objectivity of these financial statements. The accounting policies used in the preparation of financial statements have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your company as at 31sl March 2012 and of the profit or loss for the financial year ended318tMarch2012.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) The annual accounts of your company have been prepared on a going concern basis.

OUR VISION

To take the company to a new height so that the expectations of investors, customers and society should be fulfilled.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provisions of section 274(1 )(g) of Companies Act, 1956. The Directors have made necessary disclosures as required under the various provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

CORPORATE GOVERNANCE

Your Company re-affirms its commitment to the standard of corporate governance. As per clause 49 of the Listing Agreement with the stock Exchanges, a separate section on Corporate Governance together with a certificate from the Auditors of the company confirming the compliance is set out in the Annexure forming part of this report.

DIRECTORS

Mr. Prem Prakash Sharmaand Manoj Kumar Agarwal are liable to retire from office by rotation and being eligible offers themselves for reappointment.

The Board recommends the above appointment and Resolution seeking your approval on these items are included in the notice convening the Annual General Meeting together with brief resume of the directors being appointed/ reappointed.

APPRECIATION

Your Directors wish to place on record and acknowledge their appreciation for the continued support and valuable co-operation received from the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates and Company's valued customers and the esteemed Shareholders for the faith they continue to repose in the Company.

The Directors also express their gratitude to the 'team of Burnpur Cement for their significant efforts and collective contribution to enable the Company maintain steady progress.

Place: Kolkata For and on behalf of the Board

Date : 08.08.2012

ASHOK GUTGUTIA Vice Chairman and Managing Director

MANOJ KUMAR AGARWAL

Director


Mar 31, 2010

The Directors presents the 24th Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

As a result of the consistently strong growth in demand for cement, the companys operating result improved as compared to 2008-09, despite the fact that availability of clinker was a major limiting factor during the year. The financial results for the year ended 31st March, 2010 are summarized below:

(Rs. In Lakhs)

Particulars 2009-2010 2008-2009

Sales 3011.04 2167.15

EBDIT 292.48 205.68

Interest 147.95 164.61

Depreciation 73.43 72.60

Profit before Tax 71.09 (31.53)

Income Tax

-Current Tax 13.75 --

-Deferred Tax (9.04) (13.25)

-Fringe Benefit Tax -- 2.08

Profit after Tax 66.39 (20.36)

Balance brought forward from last year 415.64 453.79

Earlier Year Adjustment (1.46) (17.78)

Balance carried forward to Balance Sheet 480.57 415.65

DIVIDEND

Your directors do not recommend any dividend for the year ended 31st March, 2010.

RESULT OF OPERATION

Company has endeavored to maintain its market position despite significant internal constraints in terms of clinker availability by purchasing clinker from outsider as well as maximizing the profitability ratio without compromising product quality. The company has produced 14,98,376 bags (weight: 50 Kg. each) of cements during the year under report.

Cement is a seasonal product. First there was the global downturn but when there were sign of recovery a poor monsoon is threatening to down the real estate and infrastructure sector, thus hampering cement sales. Buoyant demand from the infrastructure space and individual home builders in rural and semi-urban regions of the country has made the cement industry hit double-digit growth in 2009-10, after a gap of three years. The road ahead for cement industry in the new fiscal may not be as smooth as it was in 2009-10, with rising manufacturing cost and supply exceeding demand. The fall-out, which is likely to be felt more acutely once the peak period of cement consumption ends with the onset of the monsoon, is squeezed margins given the cut-throat competition. Prices of cement are softening in some markets as anticipated because of increasing supply. As production from recently added capacities utilisation increases they could decline further. There has been a slowdown in demand for cement in the northern and eastern region. The cost of manufacturing cement has escalated by Rs 20 for a 50 kg bag with the rise in input and freight costs in recent times. The profitability of most producers would thus come down further in 2010 from the high seen in mid-2009 as coal and freight costs have risen. The year saw consistently robust demand through the year which helped cement makers raise the prices too. Currently, the average national price of a 50 kg bag of cement is in the range of Rs 245-250.

Despite facing many obstacles the Company has increased its turnover to 30.11 crores. The companys profit after tax is 66.39 lacs after adjustment of previous years loss during the year under report.

PROJECT AT PATRATU

The Project at Patratu is now under work in progress. However the project has been completed to the some extent but the completion of the project has been delayed due to the following reasons. First: Delay in Registration of Land. The Company applied for lease hold land to the appropriate authority at Ranchi Industrial Area Development Authority (RIADA), Government of Jharkhand and the said authority allotted the land in favour of the Company on 24.06.2006 and the possession of the land was given to the Company on 06.07.2006. However the Company couldnt get the land registered in its favour before 30.03.2009 due to administrative delay. Second : Non allotment of mining lease. To meet the requirement of limestone, the Company has entered in to a joint venture agreement with M/s Pandya Minerals however due to the construction of railway line, that particular area has been come under safe zone as declared by the Govt. of Jharkhand and as per the mining rule blasting cannot be allowed in any safe zone, so joint venture agreement with M/s Pandya Minerals could not serve our purpose for requirement of limestone however the company is exploring alternative method of mining in this area so that production can be done without blasting. The Company has also signed a Memorandum of Understanding with the Govt. of Jharkhand. And on the basis of MOU, the Company has already made an application to the Govt. of Jharkhand, District Mining Office, Hazaribag for allotment of mining lease in favour of the Company. The Govt. of Jharkhand has not yet allotted any mining lease in favour of the Company. We are trying our best to get mining lease allotted in our favour and to complete the project as early as possible. Third : Back out of Bank of India from Consortium finance.

At last The Directors of the company are trying hard to persuade the State Govt. Authority to get the lime stone mines on lease as early as possible and after the allocation of mines to the company the project will start without any further delay.

PARTICULARS UNDER SECTION 217

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

With regard to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, details are given in Annexure A.

PARTICULARS OF EMPLOYEES

No employees of the companies is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 made there under.

AUDITORS & AUDITORS REPORT

The Auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have given their consent for re-appointment. The Company has received a certificate under section 224(1) of the Companies Act, 1956 from the Auditors that their appointment, if made, will be in accordance with the limits as specified in section 224(1) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self explanatory and, therefore, do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

i) In the preparation of the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

ii) The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your company as at 31st March, 2010 and of the profit for the financial year ended 31st March, 2010.

iii)Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

iv)The annual accounts of your company have been prepared on a going concern basis.

OUR VISION

To be a company that fulfills the expectation of its investors, customers and society.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provisions of section 274(1)(g) of Companies Act, 1956. The Directors have made necessary disclosures as required under the various provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

CORPORATE GOVERNANCE

Your Company re-affirms its commitment to the standard of corporate governance. As per clause 49 of the Listing Agreement with the stock Exchanges, a separate section on Corporate Governance together with a certificate from the Auditors of the company confirming the compliance is set out in the Annexure forming part of this report.

DIRECTORS

Mrs. Shashi Gutgutia will retire by rotation and though being eligible for re-appointment has requested to be relieved from Directorship. Mr. Abdul Kalam retire from office by rotation and being eligible offers himself for reappointment.

Mr. Manoj Kumar Agarwal was appointed as an additional director with effect from 30th July, 2010 to hold office till the conclusion of ensuing Annual General Meeting. Notice pursuant to Section 257 of the Companies Act, 1956 has been received from a member proposing Mr. Manoj Kumar Agarwal for appointment as director of your company.

The Board recommends the above appointments Resolutions seeking your approval on these items are included in the notice convening the Annual General Meeting together with brief resume of the directors being appointed/reappointed.

Mr. Prabha Shankar Mishra has been resigned from directorship of the company due to his personal reason.

APPRECIATION

Your Directors would like to record its appreciation for the cooperation and support received from its employees, Government Agencies, Central Government & State Government, Dealers and Distributors, Market organizers, suppliers, Contractors, Banks, Share Holders and all who have directly or indirectly contributed in success of your Company.

For and on behalf of the Board

Date : 30th July, 2010

ASHOK GUTGUTIA

Place : Kolkata

Vice Chairman and Managing Director

KAILASH PRASAD AGARWAL

Executive Director

 
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