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Directors Report of Greenearth Resources and Projects Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting their Report and Audited Accounts of the Company for the year ended March 31,2015.

1. Financial Results:

Turnover:

Current Period (In Rs. ) Previous Year (In Rs.)

86,736,217 20,52,00,518

During the financial year 2014-15 the turnover of the company is lesser as compare to the previous year. The financials for the financial year 2014-15 is as follows:-

PARTICULARS Current Period Previous Period 31.03.2015 31.03.2014

I . Revenue From Operations 86,736,217 205,200,518

II. Cost of Sales 98,494,141 268,534,186

III . Gross profit (I-II) (11,757,923) (63,333,668)

IV. Operating expenses:

(1) Selling and marketing 2,771,006 4,483,383 expenses

(2) Administrative expenses 14,024,681 374,410,400

(3) Depreciation and 326,889,822 141,583,529 amortization of assets

(4) Foreign currency exchange - - gains(losses), net

Total Operating Expenses 343,685,509 520,477,312

V. (1) Results from operating (355,443,432) (583,810,980) activities (III - IV)

(2) Gains / (Loss) on sale of 107,945 long-term investments

(3) Other Income 1,647,898 24,189,835

(4) Other expenses: -

(i) finance costs 11,137 179,525

(ii) Others - -

(5) Long Term Investment - 722,615,680 Written off

VI. Income before (353,806,671) (1,282,308,405) income tax

(1) Current Income Tax - -

(2) Deferred Tax Liability / - - (Asset)

VII. Net Profit After Tax (353,806,671) (1,282,308,405)

(3) Others - -

VIII. Profit for the (353,806,671) (1,282,308,405) period (VI-VII)

2. Dividend:

Considering the losses from last few years the directors of company has not recommended any dividend for the current Period.

3. Term Deposits:

During the Period under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

4. Information under Section 196-202 of Companies Act, 2013 and Rule 3-10 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

None of the employees was in receipt of remuneration exceeding the limit specified under section 196-202 of Companies Act, 2013

5. Directors

Pursuant to Section 152 of the Companies Act, 2013 (the ''Act'') and under Article (Article No. if any) of the Company''s Articles of Association, Mr. Sunil Jawaharlal Mandloi retires by rotation at the ensuing 21st Annual General Meeting and, being eligible, offers himself for re-appointment.

Mrs. Shailbala Sunil Mandloi has been appointed as a Non Executive Independent director of the company, Pursuant to Sections 149, 150 and 152 of the Act, read with Companies (Appointment and qualification of Directors) Rules, 2014 along with NOTE IV of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company.

During the year:

Mr. Ratan Lal Tamakhuwala the Director of the Company has been resigned from the Directorship of the company with effect from 27th March,2015.

6. Director''s Responsibility Statement:

Pursuant to in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the Directors, based on the representations received from the Management, confirm:

That in the preparation of the annual accounts, the applicable accounting standards have been followed.

That 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 March 2015 and the profit / Loss of the Company for that period.

That we 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 That we have prepared the annual accounts on a going concern basis.

7. Auditors

The Board has proposed the appointment of M/S Arup & Associates, Chartered as a Statutory Auditor of the Company until the conclusion of Next Annual General Meeting of the company at a remuneration as the Board of Directors may determine. "subject to the approval of the shareholders in the Annual General Meeting of the company;

8. Conservation of Energy, Research and Development, Technology, Absorption and Foreign Exchange Earning & Outgo

The information required under the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure : "A" and it forms part of this Report.

9. Employee Relations

The employee relations in the Company continued to be positive. Information as per Section 217(2A) of the Companies Act, 1956 (the ''Act'') read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement on particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of the Company.

10. Subsidiaries

To Closure of the Subsidiaries companies an application is to be made U/s 560 of the companies Act to the Registrar of Companies, to strike off the name of the Subsidiary Companies.

11. Trade Relations

Your Directors wish to record appreciation of the continued unstinted support and co-operation from its Customers, suppliers of goods/services, clearing and forwarding agents and all others associated with it. Your Company will continue to build and maintain strong association with its business partners.

Your Company also has a Policy on Prevention of Sexual Harassment which is reviewed by the Internal Complaints Committee at regular intervals. Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance.

12. Corporate Governance

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis are attached and form part of this report.

As per clause 55 of the Listing Agreements entered into with the Stock Exchanges, a Business Responsibility Report is attached and forms part of the annual report.

13. Acknowledgements

The Directors thank the Company''s customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Greenearth" family across the country.

For and On Behalf of the Board of Directors

SD/- M. M. Damani Managing Director

Place: Kolkata Date: May 30, 2015


Mar 31, 2014

Dear Members,

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

1. Financial Results:

Turnover:

Current Period (In Rs. ) Previous Year (In Rs.)

20,52,00,518 46,98,89,460

During the financial year 2013-14 the turnover of the company is lesser as compare to the previous year. The financials for the financial year 2013-14 is as follows:-

Current Period Previous Period Ended Ended PARTICULARS 31.03.2014 31.03.2013 (In Rs.) (In Rs.)

Total Revenue (a b c) 229,498,298 1,225,377,558

Sales (a) 205,200,518 469,889,460

Other Operating Revenue (b) - -

Other Income (c) 24,297,780 755,488,098

Profit from operations before Depreciation, Interest & (417,929,671) (57,519,114) Preliminary Exp. w/off.

Interest and financial charges 179,525 66,308

Depreciation 141,583,529 224,911,399

Preliminary Exp. w/off. - -

Profit after interest and depreciation (559,692,725) (282,496,821)

Exceptional Items 722,615,680 -

Profit /loss beforetaxes (1,282,308,405) (282,496,821)

Tax Expenses - -

Net Profit / loss for the Period (1,282,308,405) (282,496,821)

2. Dividend:

Considering the losses from last few years the directors of company has not recommended any dividend for the current Period.

3. Term Deposits:

During the Period under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

4. Information under Section 217(2a) Of the Companies Act, 1956:

None of the employees was in receipt of remuneration exceeding the limit specified under section 217(2A) of the Companies Act, 1956

5. Directors

Pursuant to Section 152 of the Companies Act, 2013 (the 'Act') and under Article (Article No., if any) of the Company's Articles of Association,Mr. Ratan Lal Tamakhuwala & Mr. Sunil Jawaharlal Mandloi retires by rotation at the ensuing 20th Annual General Meeting and, being eligible, offers himself for re-appointment.

Pursuant to Sections 149, 150 and 152 of the Act, read with Companies (Appointment and qualification of Directors) Rules, 2014 along with NOTE IV of the Act (including any statutory modification(s) or re- enactment thereof for the time being in force), the Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company.

6. Director's Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Management, confirm:

That in the preparation of the annual accounts, the applicable accounting standards have been followed.

That 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 March 2014 and the profit / Loss of the Company for that period.

That we 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 That we have prepared the annual accounts on a going concern basis.

7. Auditors

The Board has proposed the appointment of M/S Arup & Associates,Chartered as a New Statutory Auditor of the Company in place of existing Auditor M/S M.Mukherjee & Associates,The Chartered Accountant to fill up the Vacancy cause by death of Mr.M.M.Mukherjee , until the conclusion of Next Annual General Meeting of the company at a remuneration as the Board of Directors may determine."subject to the approval of the shareholders in the Annual General Meeting of the company;

8. Conservation of Energy, Research and Development, Technology, Absorption and Foreign Exchange Earning & Outgo

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure and it forms part of this Report.

9. Employee Relations

The employee relations in the Company continued to be positive. Information as per Section 217(2A) of the Companies Act, 1956 (the 'Act') read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement on particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of the Company.

10. Subsidiaries

To Closure of the Subsidiaries companies an application is to be made U/s 560 of the companies Act to the Registrar of Companies, to strike off the name of the Subsidiary Companies.

11. Trade Relations

Your Directors wish to record appreciation of the continued unstinted support and co-operation from its Customers, suppliers of goods/services, clearing and forwarding agents and all others associated with it. Your Company will continue to build and maintain strong association with its business partners.

Your Company also has a Policy on Prevention of Sexual Harassment which is reviewed by the Internal Complaints Committee at regular intervals. Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance.

12. Corporate Governance

A report on Corporate Governance, along with a certificate from the Statutory Auditors and a certificate from the Managing Director has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchange.

13. Acknowledgements

The Directors thank the Company's customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Greenearth" family across the country.

For and On Behalf of the Board of Directors SD/- M. M. Damani Managing Director Place: Kolkata Date: June 24, 2014


Mar 31, 2010

The Directors have pleasure in presenting their 16th Annual report on the business and operations of the company and the accounts for the financial year ended 31st March, 2010

1. Performance of the Company :

a) Turnover:

Current Year (In Rs.) Previous Year (In Rs.)

2,71,61,48,662 4,41,49,27,935

During the Year, almost all customer segments of the company saw a lower production level.

During this year the turnover of Rs. 27,161.49 lacs is much lesser than previous year which is Rs. 44,149.28 lacs.

Particulars Year ended Year ended on 31st March 2010 31st March 2009 (InRs.) (In Rs.)

Income from sales / operations 2,71,61,48,662 4,41,49,27,935

Other income 3,41,22,197 3,94,44,082

Increase/ (Decrease) in stocks (7,66,96,309) 20,27,76,698

Total income 2,67,35,74,551 4,65,71,48,715

Operating Expenditure 2,23,21,03,486 3,32,26,34,378

Profit from operations before Depreciation, Interest & 40,73,48,866 1,29,50,70,255

Preliminary Exp. w/off.

Interest and financial charges 25,35,48,939 30,06,53,249

Depreciation 26,07,15,663 33,94,70,321

Preliminary Exp. w/off. 8,75,033 8,75,033

Profit after interest and depreciation (7,36,68,570) 69,34,70,321

Exceptional Items - -

Profit/loss before taxes (7,36,68,570) 69,34,70,321

Tax Expenses 2,73,50,073 (24,09,76,711)

Net Profit / loss for the year (4,63,18,497) 45,25,39,023

b) Financial Restructuring :

As per the current year financial results, Company has not decided for any type of restructuring for this current year.

2. Dividend:

In view of losses the directors of company has not recommended any dividend for the current year.

3. Term Deposits:

During the year under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

4. Information Under Section 217(2a) Of The Companies Act, 1956:

None of the employees was in receipt of remuneration exceeding the limit specified under section 217(2A) of the Companies Act, 1956.

5. Directors:

Shri Sunil Jawaharlal Mandloi, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Shri Rishi Raj Agarwal resigned as director of the Company on 17th August, 2010. The Board places on record their deep appreciation for the services rendered by Shri Rishi Raj Agarwal during his tenure on the Board.

Shri M. M. Damani, and Shri Ratan Lai Tamakhuwala, were appointed as additional directors of the Company during the year. They will hold his office as such till the ensuing Annual General Meeting. The Company has received a Notice under Section 257 of the said act from a shareholder proposing the candidature of the said Additional Directors for the office of Director of the Company.

Shri Bimai Kumar Goenka was also appointed as the Additional Director and subsequently as Managing Director of the Company the members approval for which is sort in the ensuing Annual General Meeting and he will not be liable to retire by rotation.

6. Directors Responsibility Statement As Required Under Section 217(2aa) Of The Companies Act, 1 956 (As Amended)

Your Directors state:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed

b. that 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 2009-2010 and the profit / Loss of the Company for that year.

c. that we 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

d. that we have prepared the annual accounts on a going concern basis.

7. Auditors

M/s T.N. DATTA & Associates, Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received Letters from M/s .T.N. Datta & Associates, Chartered Accountants to the effect their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

8. Auditors Report

Most of the adverse remarks and qualifications in the Auditors Report are due to non availability of documents and information all of which were destroyed due to an accident and is beyond the control of the company and its directors. Your directors are of the view that Notes to the Accounts adequately provide the necessary information and answer the observations of the Auditors in their Report.

9. Conservation of Energy, Research & Development, Technology, Absorption and Foreign Exchange Earning & Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is given as per Annexure A and forms part of Directors Report.

10. Acknowledgements

The Directors thank the Companys customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Greenearth" family across the country.

For and on behalf of the Board of Director

Sd/- Place: Mumbai Bimal Kumar Goenka Date : 05.09.10 Managing Director


Mar 31, 2009

The Directors are pleased to present herewith 15th Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2009.

INITIAL PUBLIC OFFER

During the year 2008-09, your company entered the Capital Market with Initial Public Offer (IPO) and the Company issued 7,260,000 Equity Shares of Rs.10 /- each at a premium of Rs. 186 /- per share by way of Public issue and 2,740,000 Equity Shares through Private Equity in Pre-IPO Placement for an aggregate amount of Rs. 196 Crores. As a result of this public issue your Companys paid up capital has increased from Rs. 19.02 Crores to Rs. 29.02 Crores. Your companys share were listed on the ‘Bombay Stock Exchange Limited (BSE) and National Stock Exchange (India) Limited (NSE) on 4th September, 2008. The amount raised from the Public Issue is being utilized for the objects of issue as specified in the Red Herring Prospectus.

SUB DIVISION OF SHARES

On 18th July, 2009 your company has sub-divided the existing equity share of face value of Rs. 10/- each of the Company into 10 equity shares of Re 1/- each.

FINANCIAL RESULTS

Particulars Year Ended Year Ended

31st March,2009 31st March, 2008

(Rs. In lacs) (Rs. In lacs)

Income from Operations 44,149.28 22,966.60 Other Income 394.44 642.29 Total Income 44,543.72 23,608.89 Operating Expenditure 31207.33 15,268.11 Profit before depreciation, interest and tax 13,336.39 8,340.78 Interest and Finance Charges 3,006.53 827.97 Depreciation 3,394.70 1,829.29 Profit before Taxes 6,935.16 5,683.52 Provision for Taxes 2,409.77 2,036.95 Net Profit for the year 4,525.39 3,646.57 Balance Brought Forward from previous years 4,691.78 1,267.84 Amount available for appropriation 9,217.16 4,914.41 Appropriation: Interim Dividend / Provision for Proposed Dividend 290.30 190.30 Tax on Dividends 49.33 32.34 Balance carried to Balance Sheet 8877.53 4,691.77

DIVIDEND

The Company has given an interim dividend @ 10% on paid-up equity share capital of the company for the financial year ended 2008-09. No further dividend is payable for the year and the interim dividend is to be treated as final dividend.

OPERATIONS

The performance of your company during the year under review has been encouraging. During the year under review, Turnover and Net Profit for the year was Rs. 44,149.28 Lacs and Rs. 4525.40 Lacs as compared to the previous year Rs. 22,966.60 Lacs and Rs. 3646.57 Lacs respectively thus recording an increase in Turnover as well as profit by 92.23% and 24.10% respectively.

The increase in the Turnover is due to better capacity utilization, good customer relationship and introduction of new machineries in the business.

FUTURE EXPANSION PLANS

Playing on the high demand from steel sector and coke industrys import dependency, your Companys major future plan is to increase its capacity and benefit from supply deficit in the market. Thus it plans to increase its capacity to 11,25,000 MTPA by 2011. This will enable the company to be amongst the top most coke player in the market. To integrate its business, the company plans to acquire coal mines across geographies and has been looking for prospective coal mines in Australia and Mozambique. Low ash quality coking coal play an important role in the coke business and its easy availability will only ensure revenue stability and growth. In order to move up the value chain, your Company plans to enter Pig Iron production which requires one-half of Coke and remaining content of iron ore as raw material. Thus with coal mines, coke manufacturing facilities and pig iron manufacturing, your Company will be an integrated business operation. This will enable the company to mitigate supply concerns and benefit from demand prospects.

DIRECTORS

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 82(1) of the Articles of Association of the Company, Mr. Prem Ranjan Kumar Chaurasia, Mr. Alok Bansal and Mr. Sunil Mandloi were appointed as Additional Directors on the Board of Directors of the Company. The Company has received a notice along with a deposit in terms of Section 257 of the Companies Act, 1956, from a member, proposing their candidature for the office of Director of the Company.

SUBSIDIARIES

The Report of Directors and Statement of Accounts of subsidiary Global Astra Pte Limited, Singapore and Astra Mining Limitada, Mozambique together with the Auditors Report thereon, are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956, related to these subsidiary Companies is also attached herewith.

EXPANSION

Riding high on capacity additions, your Company has grown its operating level by 114% since 2008 and is planning to expand by another 200% to 11,25,000 MTPA in the next two years. This will enable the company to be amongst the top most coke player in the market and tap the high demand expectation in the coke industry.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on compliance of Corporate Governance is made as a part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors would like to confirm that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

2. 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.

3. 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.

4. The Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the rules there under, form part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,the reports and accounts are being sent to all the shareholders of your Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy, may write to the Company Secretary of your Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION and FOREIGN EXCHANGE

Information required under Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

DEPOSITS

The Company has not accepted any deposit nor has it any outstanding deposit as defined under Section 58A of the Companies Act, 1956.

AUDITORS

The Auditors M/s. T.N. Datta and Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS

The Directors thank the Companys customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Austral" family across the country.

By order of the Board of Directors Place:Mumbai Ratan Lal Tamakhuwala Dated:28:11:2009 chiarman

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