Home  »  Company  »  Eastern Gases Li  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Eastern Gases Ltd.

Mar 31, 2015

Dear Members,

On behalf of the Board of Directors, it is my privilege and honor to place before you the 20th Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

Rs in Lacs

2014-15 2013-14

Total Revenue 22975.05 22779.90

Profit before Interest, Depreciation & Taxation 1183.60 965.31

Interest 611.60 525.55

Depreciation 167.14 90.84

Profit before tax 404.86 348.92

Less: Provision for Taxation 131.36 118.72

Profit after Tax 273.50 230.20

Add: Balance Brought Forward 828.03 597.83

Securities Premium 450.11 450.11

Surplus carried to Balance Sheet 1551.64 1278.14

BUSINESS PERFORMANCE:

The financial year 2014-15 witnessed the results of recent internal improvement programs and also reflected the positivity of the macro environment. Your Directors are pleased to report that in spite of being one of the most challenging years in the last decade the company maintained persistent growth in the year. You shall be happy to note that during the period 2014-15, your Company has achieved a substantial growth, both in turnover and profits.

Net Sales increased by.........................1% to Rs. 228 crs

PBDIT increased by.............................23% to Rs. 1185 lacs

Profit before tax increased by.................16% to Rs. 404.86 lacs

Net Profit increased by........................19% to Rs.273.50 lacs

FUTURE OUTLOOK

With the new government policy PAHAL (DBTL) Scheme it has able to restrict the black marketing of the subsides LPG and thereby saves Rs 10,000 crores. It has predominantly increased the sell of cylinders at market price and thereby a huge opportunity to the parallel marketers to play . According to Ministry of Petroleum and Natural Gas (MoPNG) demand for non subsidies cylinders grew 30.82% during this period.

The success of the modified scheme helped fuel parallel marketing companies to gain significance growth in LPG. The Company expects a good growth in this segment as the companies are turning into eco- friendly LPG/CNG/Propane/Butane. The Management has taken adequate steps to cater the future demand for consolidating its position in the market. The new Bottling plants at Bangalore and Hyderabad are adding good gain to the future prospect of the company and your company further planning to set up/or purchase more Bottling Plant/Auto LPG Retail Outlets (Dispensing Stations) which will require substantial investment in future. The company is evaluating all the options to propel its expansion plans.

A. BOTTLING SEGMENT

The company caters the commercial cylinder market of West Bengal, Bihar and Orissa from its own bottling plant situated at Durgapur. The company already set up new LPG bottling plant at strategically potential locations to cover Central and Southern India as well for marketing its "EAST GAS" brand commercial LPG cylinders. Your company has started two new LPG bottling plants at Bangalore & Hyderabad with its vision of pan India presence. This will add to company's presence in Domestic, Commercial and Industrial segment. With various government checks on Domestic LPG supplies the company expects that the Domestic sector will also open up as Good Avenue in years to come.

6. BULKLPG

The Company expects good growth in this segment due to the conversion of major industries from Coal/ other alternate fuels to LPG/Propane due to Environment concerns. LPG being a cleaner and cheaper fuel is preferred choice of the Industrial Customers. The company is also exploring opportunities throughout India as usage of LPG in Industrial houses is growing.

C. AUTOLPG

The Companies own Auto LPG Retail Outlet (ALRO) is already running in Paschim Medinipur, West Bengal and the company has a plan to start three more ALRO at Bagnan, Delhi Road & Chandannagar in West Bengal by this year and make the chain of 100 ALRO's throughout India in coming years.

DIVIDEND

The Board believes that it will be prudent for the company to conserve resources in view of future expansion programs in line for the coming year, which will enhance the profitability to a great extent. Hence, your directors are not recommending any dividend for the Financial Year 2014-15.

INSURANCE

The Assets of the Company including building, plant & machinery, etc are adequately insured for all its units.

INDEPENDENT DIRECTORS

The Board considered the appointment of woman director in the board as mentioned in terms of section 149(1) and schedule IV to the Companies Act 2013 and clause 49 of the listing agreement and presently Shri. Debarata Choudhury, Shri Tejvir Singh , Shri Anil Choudhury Legha & Smt Manika Mukherjee are the Independent Directors of the Company.

BOARD EVALUATION :

The Board considered the independence of each of the above mentioned Directors in terms of section 149 and schedule IV to the Companies Act 2013 and clause 49 of the listing agreement and was of the view that the directors fulfill the criteria of independence as mentioned in the above provisions . A structure of questionnaire was prepared after taking into consideration various aspects of Board's functioning . The performance evaluation of Independent Directors was carried out by the Independent directors and the Board of Directors expressed their satisfaction with the evaluation process.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s. Sarkar Gurumurthy & Associates, Chartered Accountants, were appointed for period of 5 years till 31st March'2019 and their appointed is ratified in the ensuing Annual General Meeting.

AUDITOR'S REPORT

The Board has duly examined the Statutory Auditors' Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made there under.

SHARE CAPITAL

During the year 2014-15 there was no further issue of share capital.

MANAGEMENT DISCUSSION AND ANALISIS REPORT

A detailed discussion of the industry structure as well as on the financial and operational performance is contained in the ' Management Discussion and Analysis Report'( Annexure -1)

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report together with the certification from the company's auditors confirming the compliance of conditions on Corporate Governance is given in (Annexure-2).

Section 134(3)of the Companies Act ,2013 requires the Board report to include several additional contents and disclosures compared to the earlier Law. Most of them have accordingly been made in the Corporate Governance report at the appropriate places that forms an integral part of this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 is given in (Annexure- 3).

PARTICULARS OF EMPLOYEES:

In terms of the provisions of section 197(12) of the Companies Act '2013 read with rule 5(1) to 5(3) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules,2014, the names and other particulars of the employees drawing remuneration in excess of the limits set out in the Rules are provided in the Annual Report. However, as per first proviso to section 136(1) of the said Act the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company . None of the employees as set out in the said Annexure is related to any Director of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY

(a) . Energy conversation measures taken: During the year external experts conducted an energy audit and the recommendations have been implemented.

(b) . Additional investments and proposals, if any , being implemented for reduction of consumption of energy: No additional investments for reduction in energy consumption have been made or are proposed to be made presently.

(c) . Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: the company has achieved marginal savings during 2014-15 due to the measures at (a) above.

B. RESEARCH & DEVLOPMENT (R&D)

No R & D activities have been carried out by the company during the year.

C. TECHNOLOGY ABSORPTION

The Company always keeps a check on global innovation and techniques to avail the latest technology trends and practices. The Company has not imported any technology or process in the financial year.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

The Company had no Foreign Exchange earnings and Outgo during the year under review.

SUBSIDIARY

It is reported that the Company has no Subsidiary within the meaning of provisions of the Companies Act, 2013.

SOCIAL COMMITMENT

Our driving objective is to improve living and working condition of our workforce, their dependents and society as well. There has been a constant endeavor to interact with the workers on a day to day basis and promptly resolve the issues that surface up.

ENVIRONMENTAL EFFORTS

Company has obtained all the required certificates and License from Environment Control Regulators to check Safe and Environment friendly Operations. The Company is quite alert in providing clean environment on a continuous basis.

SAFETY

The Company has adequate system for Industrial Safety. In the said year the company has strengthen its fire safety equipment at it units. The year under review continued to be NIL accident year.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, 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 at the end of the financial year and of the profit and 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 this Act 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; and

(e) the directors have 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.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS:

The Company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act 2013 during the year.

VOLUNTARY DELISTING OF EQUITY SHARES

The Company has applied for delisting of shares from Ahmadabad Stock Exchange Ltd. (ASE) and Jaipur Stock Exchange Ltd. (JSE), which is under process.

ACKNOWLEDGEMENTS

The Board records its sincere appreciation for the valuable support extended by the Company's Bankers, Financial Institutions and the Government Agencies. The Board also wishes to thank all its suppliers / customers / distributors / dealers and all those associated with the Company. The Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

By order of the Board of Directors For EASTERN GASES LIMITED

Place: Kolkata S.K BHANSALI Dated: 3rd Sept'2015 Director (DIN:00344931)




Mar 31, 2014

Dear Members,

On behalf of the Board of Directors, it is my privilege and honor to place before you the nineteenth Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

(Rs. in Lacs) 2013-14 2012-13

Total Revenue 22779.9 20968.41

Profit before Interest, depreciation and taxation 965.31 611.98

Interest 525.55 268.33

Depreciation 90.84 67.41

Profit Before Tax 348.92 276.24

Less: Provision for Taxation 118.72 58.26

Profit after Tax 230.2 217.98

Add: Ba la nce Brought Forward 597.83 379.85

Securities Premium 450.11 450.11

Surplus carried to Balance Sheet 1278.14 1047.94

BUSINESS PERFORMANCE:

Your Directors are pleased to report that in spite of being one of the most challenging years in the last decade, 2013-14 has turned out to be yet another satisfactory year for your company with respect to performance level and consolidation of its position in the market with firm commitment & sustained efforts. The company expects to maintain persistent growth in the years to come. You shall be happy to note that during the period 2013-14, your Company has achieved a substantial growth, both in turnover and profits

Net Sales increased by 8% to Rs. 227.28 crs PBDIT increased by 58% to Rs.965.31 lacs Profit before tax increased by 26% to Rs.348.92 lacs Net Profit increased by 6% to Rs.230.02 lacs

FUTURE OUTLOOK

The world is now moving towards a cleaner and pollution free environment and your company is well established in clear fuel LPG, which is eco-friendly and will gain significance growth in LPG sector not only in the eastern region, but also in whole of India. The Company expects a good growth in this segment as the companies are turning into LPG usable furnaces and systems for their plants due to clean and cheaper fuel. The Management has taken adequate steps to cater the future demand for consolidating its position in the market. The company has purchased new Bottling plants at Bangalore and Hyderabad and planning to set up/or purchase more Bottling Plant/Auto LPG Retail Outlets (Dispensing Stations) which will require substantial investment in future. The company is evaluating all the options to propel its expansion plans.

A. BOTTLING SEGMENT

The company caters the commercial cylinder market of West Bengal, Bihar and Orissa from its own bottling plant situated at Durgapur. The company already stepped forward to set up few new LPG bottling plant at strategically potential locations to cover Central and Southern India as well for marketing its "EAST GAS" brand commercial LPG cylinders. Your company has started two new LPG bottling plants at Bangalore & Hyderabad with its vision of pan India presence. This will add to company''s presence in Domestic, Commercial and Industrial segment. With various government checks on Domestic LPG supplies the company expects that the Domestic sector will also open up as Good Avenue in years to come.

B. BULK LPG

The Company expects good growth in this segment due to the conversion of major industries from Coal/ other alternate fuels to LPG/Propane due to Environment concerns. LPG being a cleaner and cheaper fuel is preferred choice of the Industrial Customers. The company is also exploring opportunities throughout India as usage of LPG in Industrial houses is growing.

C. AUTO LPG

The Companies own Auto LPG Retail Outlet (ALRO) is already running in Paschim Medinipur, West Bengal and the company has a plan to start three more ALRO at Bagnan, Delhi Road & Chandannagar in West Bengal by this year and make the chain of 100 ALRO''s throughout India in coming years.

DIVIDEND

The Board believes that it will be prudent for the company to conserve resources in view of future expansion programs in line for the coming year, which will enhance the profitability to a great extent. Hence, your directors are not recommending any dividend for the Financial Year 2013-14.

INSURANCE

The Assets of the Company including building, plant & machinery, etc are adequately insured for all its units.

INDEPENDENT DIRECTORS

Pursuant to section 149 of the Companies Act 2013 (new Act) read with the rules made there under, the Independent Directors shall hold office for a period up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of 5 years each. In terms of the revised clause 49 of the listing agreement which will be applicable from 01st October ''2014, presently Shri. Debarata Choudhury, Shri Tejvir Singh & Shri Anil Choudhury Legha are the Independent Directors of the Company.

The Board considered the independence of each of the above mentioned Directors in terms of section 149 and schedule IV to the Companies Act 2013 and clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills experience and knowledge. The Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of ensuing Annual General meeting of the Company.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s. Sarkar Gurumurthy & Associates, Chartered Accountants, will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommended M/s. Sarkar Gurumurthy & Associates, as Statutory Auditors of the Company to hold the office from the conclusion of the Annual General Meeting of the members'' of the Company for the year ended March 31, 2014, until the conclusion of the Annual General Meeting of the Members'' of the Company to be held for the year ended March 31, 2019, (five consecutive years) for shareholders'' approval.

As required under the provisions of section 139(1) of the Companies Act 2013, the Company has obtained a written Certificate from the above Auditors proposed to be re- appointed to the effect that re - appointment, if made, would be in conformity with the limits specified in the said section.

AUDITOR''S REPORT

The Board has duly examined the Statutory Auditors'' Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

SHARE CAPITAL

During the year 2013-14 there was no further issue of share capital.

CORPORATE GOVERNANCE

The Company has adopted the best corporate governance norms and it has been our endeavor to comply and upgrade to the changing norms. A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding the compliance of the conditions as stipulated under clause49 of the Listing Agreement(s) with the Stock Exchanges(s) form part of the Annual Report.

In terms of sub- clause(v) of the Clause 49 of the Listing Agreement, a certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal audit control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report.

PARTICULARS OF EMPLOYEES:

Information pursuant to section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975, forms part of this Report. Any Member interested may obtain a copy of the statement from the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY

Information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to the Conservation of Energy and Technological Absorption are currently not applicable to the Company. However, the company requires energy for its operations and every effort is made to ensure the optimal use of energy, avoid misuse and conserve energy.

B. RESEARCH & DEVLOPMENT (R&D)

No R & D activities have been carried out by the company during the year.

C. TECHNOLOGY ABSORPTION

The Company always keeps a check on global innovation and techniques to avail the latest technology trends and practices. The Company has not imported any technology or process in the financial year.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

The Company had Foreign Exchange earnings and Outgo during the year under review,

details as under:

Particulars Current Year (2013-14) Previous year (2012-13)

Foreign exchange Earned Outgo Earned Outgo

Nil Nil Nil 3564 USD

SUBSIDIARY

It is reported that the Company has no Subsidiary within the meaning of Section 4 of the Companies Act, 1956.

SOCIAL COMMITMENT

Our driving objective is to improve living and working condition of our workforce, their dependents and society as well. There has been a constant endeavor to interact with the workers on a day to day basis and promptly resolve the issues that surface up.

ENVIRONMENTAL EFFORTS

Company has obtained all the required certificates and License from Environment Control Regulators to check Safe and Environment friendly Operations. The Company is quite alert in providing clean environment on a continuous basis.

SAFETY

The Company has adequate system for Industrial Safety. In the said year the company has strengthen its fire safety equipment at it units. The year under review continued to be NIL accident year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

A. in the preparation of the annual accounts all applicable accounting standards had been followed. There are no material departures from prescribed accounting standards.

B. We 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 2013-14 and of the profit of the Company for that period;

C. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions this Act , for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. We have prepared the annual accounts on a ''going concern'' basis.

VOLUNTARY DELISTING OF EQUITY SHARES

The Company has applied for delisting of shares from Ahmedabad Stock Exchange Ltd. (ASE) and Jaipur Stock Exchange Ltd. (JSE), which is under process.

ACKNOWLEDGEMENTS

The Board records its sincere appreciation for the valuable support extended by the Company''s Bankers, Financial Institutions and the Government Agencies. The Board also wishes to thank all its suppliers / customers / distributors / dealers and all those associated with the Company. The Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board Place: Kolkata Sushil Kumar Bhansali Dated: 31st May 2014 Chairman


Mar 31, 2009

The Directors have great pleasure in presenting the Thirteenth Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2009.

PERFORMANCE IN FINANCIALTERMS

(Rs. In Lakhs)

2008-09 2007-08

NetSales 3873,63 1700.15

Profit before Interest, depreciation and taxation 184.08 62.41

Interest 103,22 13.99

Depreciation 26.10 21.57

Profit Before Tax 54.68 26.85

Less: Provision for Taxation including FBT 7.46 3.91

Net Profit 47.22 22.94

Add: Balance Brought

Forward 23.42 0.48

Surplus carried to Balance Sheet 70.64 23.42

Net Worth 773.38 671.74

REVIEW OF OPERATION

The Company has been gradually gearing up its performance level to consolidate its position in the face of stiff com petition in the marketwith firm commitment & sustained efforts. The company expects to maintain persistent growth in the years to come. During the year under review the Company has achieved sales to the tune of Rs.3874/-lakhs against Rs.1700/- lakhs in the previous year. The Company was also able to achieve Operational Profit to Rs. 184 lakhs against Rs. 62 lakhs last year. Net Profit has also grown double to Rs. 47 lakhs against Rs. 23 lakhs last year. The Company was able to control Selling and Administrative Expenses and recorded a decrease of 117% showing better cost control practices.

PROSPECT IN THE CURRENT YEAR

However during the course of current financial year, the Board has witnessed an impressive rise in demand powered by accelerated economic growth, public awareness for usage of commercial cylinders for commercial application instead of domestic cylinders and accordingly the Company expects to perform better. The Management has taken adequate steps to cater the future demand for consolidating its position in the market. LPG being more economical in comparison with others fuels and the industry will gain significance not only in the Eastern Region, but also throughout India. The company has also decided for setting up more Bottling plant/Auto LPG dispensing stations which will require substantial investment in future.

A. BOTTLING SEGMENT

The company is currently catering the commercial cylinder market of Kolkata and adjoining suburbs from its own bottling plant situated at Durgapur. The Company has already entered into arrangements with various private sector bottling plants situated at major locations to cover all major LPG commercial hubs for refilling of "EAST GAS" Cylinders. This will add to companys presence in Commercial and Industrial marketing segment. In addition to above the Company is also planning to set three more Manufacturing Cum Bottling Plants at strategically best locations to cover West, South and Central India.

B. BULK LPG

The Company expects a good growth in this segment as the prices for alternate fuel are increasing and the Industrial customers prefer sustained supplies of fuel which is cheap and eco-friendly. The company is planning to explore opportunities throughout India as usage of LPG in Industrial heating processes is growing.

C. AUTO LPG

The company would be the 1" private sector parallel marketer to enter in this segment in Eastern India in the year, 2009-10 along with IPPL. The company is also planning to start 100 Auto LPG filling stations throughout India in coming years.

D. READY MIX CONCRETE

Ready Mix Concrete or RMC is the latest concept of easing out the operations for a big concreting job. Since the demand for such mixed concrete is increasing at the rate of more than 75% per year; he business of putting up RMC plants are upcoming very rapidly. The increasing competition may hamper hefty initial profits, however first players will dominate the market without doubt. Keeping the same in mind East Gas has entered into this segment as well and expects a great growth in this line in upcoming days.

E.OTHERAREAS

The Company is in active talks with Indias leading gas companies for business relationships and is keeping close watch to enter into the City Gas Distribution, Coal Bed Methane (CBM) and Compressed Natural Gas (CNG) business.

DIVIDEND

The Board believes that it will be prudent for the company to conserve resources in view of future expansion programs inline for the coming year, which will enhance the profitability to a great extent. Hence, your directors are not recommending any dividend for the Financial Year 2008-09.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year.

MANAGEMENT DISCUSSION ANDANALYSIS

Pursuant to clause 49 of the Listing agreement a separate report on Management Discussion and Analysis, forming part of this Annual Report, is annexed.

CORPORATE GOVERNANCE

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance. Report on Corporate Governance is annexed. Necessary declaration duly signed by the Executive Director of the Company to the effect that all the Board Members and Senior Management personnel have affirmed their compliance on an annual basis with the Code of Conduct as laid down by the Company pursuant to the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges annexed and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your directors hereby confirm that:

A. in the preparation of the annual accounts all applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 at the end of the financial year and of the profit 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. the Directors have prepared the annual accounts on a going concernbasis.

LISTING OF SHARES

The shares of the company are listed on CSE and BSE.

VOLUNTARY DELISTING OF EQUITY SHARES

Consequent upon the approval of members at the Sixth Annual General

Meeting of the Company held on 27* September, 2001 and in pursuance of the delisting guidelines issued by SEBI, the Company has applied for delisting of shares from Ahmedabad Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The delisting will not adversely affect the members of the Company as the equity shares continue to be listed on Calcutta Stock Exchange Ltd. and Bombay Stock Exchange Ltd. The Company hereby unconditionally and irrevocably undertakes to keep indemnified and harmless The Ahmedabad Stock Exchange Ltd and The Jaipur Stock Exchange Ltd., its officials against any action, claim, causes, proceedings, demands, whatsoever which may arise on account of voluntary delisting.

PARTICULARS OF EMPLOYEES

None of the employees of the Company are drawing remuneration exceeding prescribed limit specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of section 58Aof the Companies Act, 1956 and the rules made thereof.

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

A. CONSERVATION OF ENERGY

Information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to the Conservation of Energy and Technological Absorption are currently not applicable to the Company. However, the company requires energy for its operations and every effort is made to ensure the optimal use of energy, avoid misuse and conserve energy.

B. TECHNOLOGY ABSORPTION

1. Specific areas in which R&D carried out by the Company - Not Applicable

2. Benefits derived as a result of above R&D- Not Applicable

3. Future plan of Action - Not Applicable

4. Expenditure on R&D - a)Capital-NIL

b) Revenue-NIL

c) Total-NIL

d) Total R&D expenditure as a percentage of net sales - NIL

Technology Absorption, Adaptation & Innovation:

The Company always keeps a check on global innovation and techniques to avail the latest technology trends and practices. The Company has not imported any technology or process in the financial year.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has neither had any Foreign Exchange earnings nor any Outgo during the year under review.



INTERNAL CONTROL SYSTEMS& THEIR ADEQUACY

The Company has installed adequate internal control systems in combination with delegation of powers and policy guidelines to ensure optimal utilisation and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations. The control system is also supported by internal audits and Management reviews with documented policies and procedures:

- The Company has adequate systems of internal control in place to ensure that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly.

- Companies internal audit function is empowered to examine the adequacy, relevance and effectiveness of control systems, compliance with laws, regulations & policies, plans and statutory requirements.

- The Company also has an exhaustive budgetary control system. Actual performance is reviewed with reference to the budget by the management on an regular basis.

- Companys Audit Committee reviews the findings and recommendations of the internal auditor. The system is improved and modified continuously to meet changes in business conditions, statutory and accounting requirements.

SUBSIDIARY

It is reported that the Company has no Subsidiary within the meaning of Section 4 of the Companies Act, 1956.

INFORMATION TECHNOLOGY

In todays digital networked economy, every company is increasing dependability on IT to deliver their strategic business objectives for increasing sales, enhancing operational efficiency, reducing operational risks and improve productivity. The Company believes that Information Technology is a source of competitive advantage and has therefore continued to invest in the same. The company also plans to install SAP system in the coming year for better control and management.

SOCIAL COMMITMENT

The Company is fully aware of responsibilities towards its own employees, their dependent and local community within which the works are situated and to the people of Durgapur and West Bengal in general. Our driving objective has been to improve living and working condition of our workforce and their dependents and society as well. There has been a constant endeavor to interact with the workers on a day to day basis and promptly resolve the issues that surface.

SAFETY

The Company has adequate system for Industrial safety. The year under review continued to be NIL accident year.

ENVIRONMENTAL EFFORTS

The Company is quite alert in providing clean environment on a continuous basis.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

As the Company begins to compete in the challenging business environment of the new millennium, it realises that Human Resources(HR) are the most valuable assets for the organisation and its them who always provides the competitive edge to stay ahead.

The Companys strategy for development of HR is to provide them motivating work environment, recruiting the best talents in industry, providing challenging goals and by creating a culture for learning and growth. The Company aims of HR development is not just about acquiring skills to solve specific problems but also expanding minds to address problems and opportunities which have not become apparent with full understanding of cross functional linkage. Continuing personal development is the constant obligation of all employees and constant responsibility of all Executives, Managers and Supervisors. The development and use of human potential is the Company gateway for continued success in the future.

The relation between the employees, workers and the management were cordial and an atmosphere of understanding prevailed throughout the year.

DIRECTORS

Mr. B.S. Baid , Director of the company retires by rotation at the forthcoming Annual general Meeting and being eligible, offer himself for re- ¦ appointment.

Brief resume of Director proposed to be re-appointed, nature of their experience in their functional area, name of the companies in which they hold directorship and membership/chairmanship of the Board Committees, as stipulated under Clause 49 of the Listing Agreement with the stock exchanges forms the part of the Notice.

STATUTORY AUDITORS

M/s. Sarkar Gurumurthy & Associates the auditor of the Company will retire at the conclusion of this Annual General Meeting and being eligible as per Section 224 (1B) of the Companies Act, 1956, they have expressed their willingness for re-appointment. It is proposed to re-appoint them as auditors for the financial year 2009-10 and fix their remuneration.

AUDITORS REPORT

Your Directors have no comments on the Auditors Report since the Report itself is self explanatory.

APPRECIATION

The Board records its sincere appreciation for the valuable support extended by the Companys Bankers, Financial Institutions and the Government Agencies. The Board also wishes to thank all its customers / dealers / sub-dealers and all those associated with the Company. The Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board Place: Kolkata S.K. Bhansali

Dated: 31st July 2009 Chairman

 
Subscribe now to get personal finance updates in your inbox!