Mar 31, 2015
Dear Members,
The Board of Directors present 22nd Annual Report and the Audited
Financial Results of the Company for the six months period ended 31st
March, 2015.
FINANCIAL RESULTS (Rs. in lacs)
Particulars For 6 months For 12 months
ended 31.03.15 ended 30.09.2014
Total Income 2920.69 22794.05
Total Expenditure 2896.56 22762.20
Profit before Tax 24.13 31.85
Less : Provision for Tax (0.19) 0.91
Profit after Tax 24.32 30.94
Add : Balance brought forward 113.52 82.58
Adjustment for earlier year (0.51) -
depreciation
Adjustment for earlier year
Deferred Tax on Depreciation (0.15) -
Balance carried to Balance Sheet 137.18 113.52
REVIEW OF OPERATIONS
During the period ended under review, the Company has earned total
income of Rs. 2920.69 lacs as against Rs. 22794.05 lacs registered in
the previous year. During the period ended, the Company has earned
Profit After Tax of Rs. 24.32 lacs as against Rs. 30.94 lacs in the
previous year.
DIVIDEND
In order to conserve the resources, your directors do not recommend any
dividend for the period under review.
LISTING
The equity shares of the Company are listed at the Bombay Stock
Exchange Ltd. (BSE). The Company has paid listing fees to the BSE for
the financial year 2015-16.
SUBSIDIARY COMPANY
The Company has a Subsidiary viz. Happy Mining Pty Ltd, Australia.
During the period, Avondale Resources Pty Ltd, Australia, ceased to
subsidiary of Happy Mining Pty Ltd and, therefore, also ceased to be a
subsidiary of the Company. A report on the performance and financial
position of Happy Mining Pty Ltd. is provided as a part of the
financial statement.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, a report on the Corporate Governance along with Certificate
of the Auditors and a Report on Management Discussion and Analysis are
annexed and forms part of this Annual Report.
DIRECTORS
Appointment of Independent Directors :
Mr. Sajjan Kumar Tailor and Mr. Raj Narayan Yadav have been appointed
on the Board of the Company as Independent Director for a period of 5
years upto 31st March, 2019. The Independent Directors have given
declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
Appointment of Additional Director :
The Board has appointed Mrs. Kanta Bajoria as an additional director
w.e.f. 30.03.2015 to hold office upto the conclusion of the ensuing
Annual General Meeting.
Number of Board Meetings held :
The Board of Directors duly met five times on 10.11.2014, 17.11.2014,
29.11.2014, 14.02.2015 and 02.03.2015.
PUBLIC DEPOSITS
The Company has not accepted or renewed any Public Deposits, as defined
under provisions of Chapter V of the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013 with respect to Directors' Responsibility Statement, your
Directors hereby confirm and state that -
a) in the preparation of the annual accounts for the six months period
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the period ended 31st March, 2015 and of the
profit of the company for the same period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that
are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. S. K. Tailor - Chairman, and Mr.
R. N. Yadav and Mr. D. C. Bajoria - as Members. The committee
periodically discusses with the Statutory Auditors about the internal
control system, the scope of audit and reviews the financial statements
before submission thereof to the Board and ensures compliance of
internal control system apart from considering any reference made to it
by the Board of Directors.
AUDITORS
M/s. N. C. Banerjee & Co., Chartered Accountants, retires as Statutory
Auditors of the Company at the ensuing Annual General Meeting and are
eligible for re-appointment. As required under Section 139 of the
Companies Act, 2013, the Company has received a written confirmation
from them to the effect that their reappointment, if made, would be
subject to the conditions as prescribed under Rule 4 of the Companies
(Audit and Auditors) Rules 2014 and that they are not disqualified from
being appointed as Statutory Auditors of the Company.
AUDITORS' REPORT
The observations of the Auditors in their Report read with relevant
notes on the Accounts, as annexed are self explanatory and they do not
call for further explanation in this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the companies Act, 2013 relating to
the corporate social responsibility are not applicable as the Company
does not fall in any of the criteria mentioned in that Section.
SECRETARIAL AUDIT REPORT
According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit Report
submitted by Mr. S. K. Ghosh, Company Secretary in Practice is annexed
herewith as Annexure - A.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed herewith as
Annexure-B.
RISK MANAGEMENT POLICY
Board of Directors have formulated and implemented a risk management
policy for the company. The Board has been addressing various risks
impacting the Company including identification therein of elements of
risk, if any, which in the opinion of the Board may threaten the
existence of the company.
VIGIL MECHANISM
In pursuance to the provisions of Section 177 (9) & (10) of the
Companies Act, 2013 and provisions of the Listing Agreement , a Vigil
Mechanism Policy for directors and employees to report genuine concerns
has been established.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP/
EMPLOYEES)
The disclosures of particulars of employees required under Section 134
(3) (q) and Section 197 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is not applicable
to the Company as it did not pay during the year any remuneration to
any of the Directors of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, ETC.
The Nomination and Remuneration Committee of the Company has framed a
suitable policy on Directors' appointment which identifies the
qualifications, positive attributes, independence of the Directors. The
Committee has also recommended to the Board a Policy on remuneration
for the Directors, Key Managerial Personnel and other employees.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has no information and details to disclose pursuant to
Section 134 of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) rules, 2014 regarding conservation of energy,
technology absorption.
The foreign exchange earning and outgo during the year under review are
as follows:
a) Foreign Exchange Earning: Rs. Nil
b) Foreign Exchange Outgo: Rs. 989.40 Lakhs.
RELATED PARTY TRANSACTIONS
The disclosure of the Related Party transactions are given in the
prescribed Form AOC-2 is annexed as Annexure-C.
LOANS, GUARANTEES AND INVESTMENT
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
ACKNOWLEDGEMENTS
The Directors place on record their gratitude to the bankers, media,
Government and other agencies for their assistance, cooperation and
encouragement extended to the Company. The Directors also wish to place
on record their sincere thanks and appreciation for the continuing
support and unstinted efforts of investors and employees during the
year under review.
For and on behalf of the Board
Place : Kolkata S. K. Tailor
Date : 30th May, 2015 Director
Sep 30, 2014
The Members,
The Directors present 21st Annual Report and the Audited Financial
Results of the Company for the year ended on 30th September, 2014.
FINANCIAL RESULTS/HIGHLIGHTS
Followings are the highlights of the performance of the Company for the
year ended 30th September, 2014. (Rs. in lacs)
Particulars 2013-14 2012-13
Total Income 22794.05 41115.54
Less: Expenditure 22762.20 41091.37
Net Profit before Tax 31.85 24.17
Less : Provision for Tax 0.91 (0.07)
Profit after Tax (PAT) 30.94 24.24
Balance brought forward 82.58 58.34
Profit available for appropriation 113.52 82.58
Balance carried to Balance Sheet 113.52 82.58
REVIEW OF OPERATIONS
During the year under review, the Company has earned total income of Rs.
22794.05 lacs as against Rs. 41115.54 lacs in the previous year. The net
profit during the year wasRs. 30.94 lacs as againstRs. 24.24 lacs in the
previous year.
Steel industry, which is the prime consumer of the coking coal and
metcoke continued to be in its bear phase during the year under review
resulting in lower sales volumes. However, the Company is cautiously
optimistic about the performance of the Company in near future.
DIVIDEND
In order to conserve the resources, your directors do not recommend any
dividend for the year under review.
LISTING
The equity shares of the Company are listed at the BSE Limited (BSE).
The Company has paid the Listing Fees to BSE upto the year 2014-15.
SUBSIDIARY COMPANY
The Company has a Subsidiary viz. Happy Mining Pty Ltd, Australia and
Sub-subsidiary Avondale Resources Pty Ltd, Australia. The Financial
Statements and other Reports of these subsidiaries are not attached to
this Annual Report pursuant to a general exemption granted under
Circular no. 2/2011 dated 8th February 2011of Ministry of Corporate
Affairs. The relevant information of these subsidiaries as required by
the said Circular of the Ministry of Corporate Affairs has been
provided in this Annual Report.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, a report on the Corporate Governance along with Certificate
of the Auditors and a Report on Management Discussion and Analysis are
annexed and forms part of this Annual Report.
DIRECTORS
Mr. Rajiv Chamaria, Mr. Hironmoy Chatterjee and Mr. Sunil Ranjan Sarker
resigned from the Board w.e.f. 15th May, 2014, 14th August, 2014 and
17th November, 2014 respectively. The Board records its appreciation
for the services rendered by them during their tenure in the Company.
The Board has appointed Mr. Sajjan Kumar Tailor and Dr. Raj Narayan
Yadav as Additional Directors designated as Independent Directors
w.e.f. 15th May, 2014 and 17th November, 2014 respectively and they
hold office upto the date of the ensuing
Annual General Meeting. It is proposed to appoint them as Independent
Directors at the ensuing Annual General Meeting for a five year period
upto 31st March, 2019.
DIRECTORSÂ RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparation of the annual accounts for the year ended as at
30th September, 2014 the applicable accounting standards had been
followed and that no material departures have been made from the same.
b) The Directors had selected such accounting policies and practices
and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the year under review and of
the profits of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d) The Directors had prepared the Annual Accounts for the year ended on
30th September, 2014 on a ''going concern basis.
AUDITORS
M/s. N.C. Banerjee & Co., Auditors of the Company, retires at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment. As required under Section 139 of the Companies Act,
2013, the Company has obtained a written certificate from them to the
effect that their re-appointment as Auditors, if made, would be subject
to the conditions as prescribed under Rule 4 of the Companies (Audit
and Auditors) Rules 2014 and that they are not disqualified from being
appointed as Auditors of the Company.
AUDITORSÂ REPORT
The observations of the Auditors in their reports read with relevant
notes on the accounts, as annexed are self-explanatory and needs no
further elaboration.
PUBLIC DEPOSITS
The Company has not accepted or renewed any Public Deposits, as defined
under Section 58A of the Companies Act, 1956, during the year under
review.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 217(1) (e) read with read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 regarding conservation of energy, technology absorption are
not applicable to the company, as there being no manufacturing
activities carried.
Foreign exchange earning and outgo
a) Foreign Exchange earning : Nil b) Foreign Exchange outgo : Nil
PARTICULARS OF EMPLOYEES
There was no employee who has drawn salaries and remuneration in excess
of the limits prescribed under Section 217(2A) of the Companies Act,
1956, therefore the statement containing particulars of Employees in
terms of the said provisions of Act is not applicable to the company.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation and
acknowledgement of the support and co-operation extended by the
customers, suppliers, bankers, financial institutions, investors,
media, Government and their agencies.
For and on behalf of the Board
S. K. Tailor
Place : Kolkata R. N. Yadav
Date : 29th November 2014 (Directors)
Sep 30, 2013
To The Members,
The Directors present the 20th Annual Report and the Audited financial
results of the Company for the year ended on 30th September, 2013.
FINANCIAL RESULTS/HIGHLIGHTS
Followings are the highlights of the performance of the Company during
the year ended on 30th September, 2013.
(Rs.in Lacs)
Year Fifteen months
ended ended
30.09.2013 30.09.2012
Total Income 41115.54 11743.46
Total Expenditure 41091.37 11706.40
Profit before Tax 24.17 37.06
Less: Provision for Tax (0.07) (0.06)
Profit after Tax 24.24 37.12
Balance brought forward 58.34 129.13
Profit available for appropriation 82.58 166.25
Provision for tax of earlier years (107.91)
Balance carried to Balance Sheet 82.58 58.34
OPERATIONS
During the year under review, the total Income of the company has
increased due to increased sales activity amid challenging market
scenario for coal and coke.
DIVIDEND
In order to conserve the resources, your directors do not recommend any
dividend for the year ended on 30th September, 2013.
SUBSIDIARY COMPANY
The Company has a foreign Subsidiary namely Happy Mining Pty
Ltd,Australia and Sub-subsidiary Avondale Resources Pty Ltd, Australia.
The Consolidated Financial Stetements presented by the Company and
annexed to the Annual report 2012-13 include the financial information
of the subsidiaries prepared in accordance with the applicable
accounting standard. The ministry of Corporate affairs vide its
circular no. 2/2011 dated 8th February, 2011 has granted a general
exemption under section 212(8) of the Companies Act, 1956 from
attaching the Balance Sheet, Statement of Profit & Loss and other
documents of the subsidiary companies to the Balance Sheet upon
compliance of certain conditions. As the Company is in compliance with
the said circular and as per consent of the Board through a resolution,
the Balance
Sheet, Statement of Profit and Loss and other documents of the
subsidiaries are not attached to this Annual report and
Accounts.However, the annual accounts of the subsidiary companies and
related detailed information shall be made available to the
shareholders of the Company seeking such information in writing. The
Annual accounts of the subsidiaries companies are available at
registered office of the Company during the working hours and also
available at the respective offices of the subsidiary companies during
the working hours.
CORPORATE GOVERNANCE
Your Company has complied with all mandatory provisions of Corporate
Governance, as stipulated under the listing Agreement with the Stock
Exchange as at 30th September, 2013. A separate report on Corporate
Governance along with Certificate of Auditor confirming the compliance
is annexed hereto and forms part of this Annual Report.
MANAGEMENT DISCUSSION& ANALYSIS REPORT
Management Discussion and Analysis report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
DIRECTORS
Mr. Hironmoy Chatterjee, Director of the Company retires by rotation at
the forthcoming Annual General Meeting and being eligible, offers
himself for re-appointment.
The office of Mr. Dinesh Chandra Bajoria as Chairman & Managing
Director shall expire on 28th June, 2014. The Board recommends the
re-appointment of Mr. Dinesh Chandra Bajoria as Chairman & Managing
Director for a further period of 5 years w.e.f. 29th June, 2014.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparation of annual accounts for the year ended 30th
September, 2013 the applicable accounting standards had been followed
and that no material departures have been made from the same.
b) The Directors had selected such accounting policies and practices
and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the year under review and of
the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d) The Directors had prepared the Annual Accounts for the year ended on
30th September, 2013 on a ''going concern'' basis.
AUDITORS
M/s N. C. Banerjee & Co., Chartered Accountants, the Statutory Auditors
of the Company hold office upto forthcoming Annual General Meeting of
the Company and being eligible, offer themselves for re-appointment. As
required under the provisions of Section 224(1B) of the Companies Act,
1956, the Company has received written confirmation from N. C. Banerjee
& Co., that their re-appointment as Statutory Auditors, if made, would
be inconformity with the limits prescribed in the said section and that
they are not disqualified from being appointed as the Statutory
Auditors of the Company under section 226 of the Companies act, 1956.
AUDITORS'' REPORT
The observations of the Auditors in their reports read with relevant
notes on the accounts, as annexed are self-explanatory and need no
further elaboration.
PUBLIC DEPOSITS
The Company has not accepted any public deposits, as defined under
Section 58A of the Companies Act, 1956, during the year under review.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 217(1) (e) read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 regarding conservation of energy, technology absorption are
not applicable to the Company, as the Company is not involved in any
manufacturing activities.
FOREIGN EXCHANGE EARNING AND OUTGO
a) Foreign Exchange earning : Rs. 704.08 Lacs
b) Foreign Exchange outgo : Rs. 1.60 Lacs
PARTICULARS OF EMPLOYEES
There was no employee who has drawn salaries and remuneration in excess
of the limits prescribed under Section 217(2A) of the Companies Act,
1956. Therefore the statement containing particulars of Employees in
terms of the said provisions of Act is not applicable to the Company.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their sincere appreciation and
acknowledgement of the support and co-operation extended by the
customers, suppliers, bankers, investors, Government and their
agencies.
For and on behalf of the Board
Place : Kolkata Dinesh Chandra Bajoria
Date : 29th November, 2013 Chairman & Managing Director
Mar 31, 2010
The Directors present the 17th Annual Report and the audited financial
results of the Company for the year ended on 31st March 2010.
FINANCIAL RESULTS/HIGHLIGHTS
Followings are the highlights of the performance of the Company during
the year ended on 31 st March 2010.
(Rs. in lacs)
Year ended Year ended
31,03.2010 31.03.2009
Income from Operations 74.21 155.26
Less: Interest 49.85 34.21
Less: Depreciation 1.02 1.75
Net Profit before Tax and
Extra ordinary items 23.34 119.30
Less: Extraordinary expenses 0 92.83
Less: Provision for Tax 0.75 23.54
Profit after Tax (PAT) 22.59 2.93
Add: Balance brought forward 83.24 80.31
Balance carried to Balance Sheet 105.83 83.24
OPERATIONS
During the year, the Company had carried on trading activities mainly
in coal and coke. In the current year, with the steel production
expected to be robust, the demand for cocking coal and met-coke appears
improving.
DIVIDEND
In order to conserve the resources, your directors do not recommend any
dividend for the year ended on 31st March 2010. SUBSIDIARY COMPANY
The Company has one subsidiary namely Happy Mining Pty Ltd in
Australia. The Balance Sheet, Profit & Loss Account, Report of the
Board of Directors and Report of the Auditors and other statements
relating to said subsidiary as required under the provisions of Section
212 of the Companies Act, 1956, are annexed to the Annual Report.
CORPORATE GOVERNANCE
Your Company has complied with all mandatory provisions of Corporate
Governance, as stipulated under the Listing Agreement as on 31st March,
2010. A separate report on Corporate Governance along with Certificate
of Auditors confirming the compliance thereof is annexed hereto and
forms a part of the Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement, is presented in a
separate section forming part of the Annual Report.
DIRECTORS
Mr. Rajesh Kumar Agrawal, Director of the Company retires by rotation
at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparation of annual accounts for the financial year ended
31st March,2010 the applicable accounting standards have been followed
and that no material departures have been made from the same.
b) The Directors have selected such accounting policies and practices
and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the year under review and of
the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for 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 frauds and other irregularities; and
d) The Directors have prepared the annual accounts for year ended on
31st March, 2010 on a going concern basis.
AUDITORS
M/s N. C. Banerjee & Co., Chartered Accountants, who are Statutory
Auditors of the Company hold office upto the forthcoming Annual General
Meeting of the Company and are recommended for reappointment. As
required under the provisions of Section 224(1 B) of the Companies Act,
1956, the Company has received confirmation from N. C. Banerjee & Co.,
that their re-appointment as Auditors, if made, would be in conformity
with the limits prescribed in the said Section and that they are not
disqualified from being appointed as the Auditors of the Company under
Section 226 of the Companies Act, 1956.
AUDITORS REPORT
The observations of the Auditors in their reports read with relevant
notes on the accounts, as annexed are self-explanatory and need no
further elaboration.
PUBLIC DEPOSITS
The Company has not accepted or renewed any Public Deposits, as defined
under Section 58A of the Companies Act, 1956, during the year under
review.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 217(1) (e) read with read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 regarding conservation of energy, technology absorption are
not applicable to the Company, as there were no manufacturing
activities carried out by the Company during the year under review.
There was no Foreign Exchange earning and outgo during the year under
review.
PARTICULARS OF EMPLOYEES
There was no employee who has drawn remuneration in excess of the
limits prescribed under Section 217(2A) of the Companies Act, 1956.
Therefore the statement of employees in terms of the said provisions of
Act is not applicable to the Company.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and
acknowledgement of the support and co- operation extended by the
customers, suppliers, bankers, financial institutions, investors,
media, Government and their agencies.
For and on behalf of the Board
Place : Kolkata Dinesh Chandra Bajoria
Date: 29th May, 2010 Chairman Cum Managing Director