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Directors Report of IFB Industries Ltd.

Mar 31, 2016

The Directors have pleasure in presenting before you the fortieth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 March 2016.

1. FINANCIAL RESULTS

The performance during the period ended 31 March 2016 has been as under :

(Rs. in lacs)

Particulars 2015-2016 2014-2015

Total revenue 151,425 127,658

Profit before depreciation/ amortisation, finance costs and tax 8,275 10,165

Finance costs 222 174

Depreciation and amortisation 4,537 4,064

Profit before Tax 3,516 5,927

Current tax 385 700

Deferred tax (net) (5) 254

Profit after tax 3,136 4,973

Surplus - opening balance 6,352 1,379

Surplus - closing balance 9,488 6,352

2. OPERATIONS:

Your company completed another year of modest performance with strong top line growth, however, bottom line was hit due to increased material cost on account of weakening of rupee, product mix, high depreciation etc. All business segments posted sound growth in revenue and enhanced their market standing. Gross sale of products for the year grew by 23.7.% to Rs 191,583 lacs. Net revenue from operations grew by 19.0% to Rs 150,094 lacs. Appliance business grew by 19.9% and Engineering business grew by 15.1%. Due to above reasons the profit before tax as compared to last year reduced by more than 40.7% to Rs 3,516 lacs. Earning per share for the year stands at Rs 7.74. as against Rs 12.27 in 2014-15.

3. DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review to conserve resources for working capital and capital expenditure projects.

4. TRANSFER TO RESERVE

The company does not propose to transfer any amount to Reserve.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Management Discussion and Analysis Report is enclosed as a part of this report.

6. CORPORATE GOVERNANCE AND SHARE- HOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in SEBI LODR. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI LODR is included as a part of this report.

7. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the annual listing fees for the year 2016-17 to NSE, BSE & CSE where the Company''s Shares are listed. The Company applied for delisting from Calcutta Stock Excange Association of India (CSE) & Delhi Stock Excange (DSE) which are pending. DSE has been derecognized by Securities and Exchange Board of India (SEBI).

8. DEMATERIALISATION OF SHARES

97.61% of the company''s paid up Equity Share Capital is in dematerialized form as on 31 March 2016 and balance 2.39% is in physical form. The Company''s Registrar and Share Tranfer Agent is M/s CB Management Services (P) Ltd., having its registered office at P-22, Bondel Road, Kolkata- 700 019.

9. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met four times during the financial year from 1 April 2015 to 31 March 2016. The dates on which the meetings were held are as follows :

29 May 2015,30 July 2015,30 October 2015 and 29 January 2016

10. DIRECTORS

Confirmation of Appointment:

The one year term as Executive Chairman of Mr. Bijon Nag is expiring on 31 May 2016. It is proposed to reappoint him for a further period of two years The one year term as Deputy Managing Director of Mr. Sudam Maitra is expiring on 30 July 2016. It is proposed to reappoint him for a further period of two years.

The three year term as Director & CFO of Mr. Prabir Chatterjee has expired on 31 March 2016. He was reappointed for a further period two years from 01 April 2016 subject to approval of members.

Mr. Sudam Maitra retires by rotation and being eligible offers himself for reappointment.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31 March 2016, 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 financial year and of the profit of the company for the same period;

c) they 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.

12. REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto and SEBI LODR stating therein the Company''s policy on Directors/ Key Managerial Personnel/other employees appointment and remuneration recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to company''s website at http://ifbindustries.com/nomination remuneration policy.php

13. ANNUAL EVALUATION OF BOARD S PERFORMANCE

This part is covered under Corporate Governance Report.

14. AUDITOR''SREPORT:

The notes on Financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further explanation.

Statutory Auditors:

At the Annual General Meeting held on 30 July 2014 Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 43rd Annual General Meeting. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditors'' shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Secretarial Audit:

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 01 April 2014 by a Company Secretary in practice. The Board in its meeting held on 20 April 2016 appointed Mr. Jitendra Patnaik, Practising Company Secretary (Certificate of Practice no 3102) as the Secretarial Auditor for the financial year ended 31 March 2016.

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 Company Secretary in Practice is enclosed as a part of this report Annexure-A.

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

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises Independent Director, Non- Executive Director and Executive director. CSR Committee of the Board has developed a CSR Policy which is enclosed as Annexure-C to this report. Additionally, the CSR Policy has been uploaded on the website of the Company at http://ifbindustries.com/csr policy.php Your Company has judiciously identified the activities and accordingly projects mainly relating to (a) Promoting education and (b) Skill development programme were undertaken in line with the CSR policy.

The necessary budget outlay were assigned to the aforesaid projects. However, due to multi year project and certain procedural delay at the implementation level the Company could not spend the allotted budget outlays. The Company made an expenditure of Rs 8.64 lacs only against the stipulated amount of Rs 84.26 lacs.

17. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the company''s website at the link : http://ifbindustries.com/vigil_mechanism.php

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements/ transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transaction. The policy on materiality of related party transaction and dealing with related party transaction as approved by the board may be accessed on company''s website at the link http://ifbindustries.com/csr policy.php Your Directors draw attention of members to note 35 to the Financial Statements which set out related party disclosures.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-D.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

21. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-E which forms part of this Report. The number of permanent employees on the role of the company as on 31 March 2016 is 1,626.

22. DEPOSITS

Your company has not accepted any deposit from the public / members u/s 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, during the year.

23. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Risk management is the process of minimizing or mitigating the risk. It starts with the identification and evaluation of risk followed by optimal use of resources to monitor and minimize the same. The company is exposed to several risks. They can be categorized as operational risk and strategic risk. The company has taken several mitigating actions, applied many strategies and introduced control and reporting systems to reduce and mitigate those risks.

Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique/ relatively high risk profiles.

A strong and independent Internal Audit function at the Corporate level carries out risk focused audits across all business, enabling identification of areas where risk management processes may need to be strengthened. The Audit committee of the board reviews internal audit findings and provides strategic guidance on internal controls.

24. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the executive directors/senior managerial employees intimate to the Independent Directors the Company''s strategy, operations, product and service offerings, markets, finance, quality etc.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the letter of appointment is available on company''s website at the link:

http://ifbindustries.com/pdf/BOARD COMMITTEES.pdf.

25. ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Customers and Shareholders for their continued support.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

Registered Office:

14, Taratala Road

Kolkata - 700 088

Date : 18 May 2016 On behalf of the Board

Bikram Nag

joint Executive Chairman

& Managing Director

Dr. Rathindra Nath Mitra

Director


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the Thirty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 March 2015.

1. FINANCIAL RESULTS

The performance during the period ended 31 March 2015 has been as under :

(Rs. in lacs)

Particulars 2014-2015 2013-2014

Total revenue 127,658 102,896

Profit before depreciation,

finance cost and tax 10,165 5,335

Finance costs 174 143

Depreciation and amortisation 4,064 2,259

Profit before tax 5,927 2,933

Current tax 700 399

Deferred tax (net) 254 371

Fringe benefit taxes relating to earlier years - 3

Profit after tax 4,973 2,160

Surplus - opening balance 1,379 (781)

Surplus - closing balance 6,352 1,379

2. OPERATIONS

Your Company completed another year of robust performance with strong top & bottom line growth. All business segments posted sound growth in revenues and enhanced their market standing. Gross sale of products for the year grew by 25.2% to Rs 154,846 lacs. Net revenue from operations at Rs 126,150 lacs grew by 23.6%. Appliance business grew by 21.57% and engineering business grew by 33.1%. Due to increased business volume, better product mix, better market condition, better management, stable rupee, lower oil price etc. the profit before tax as compared to last year increased by 102% to Rs 5,927 lacs. Earnings per share for the year stand at Rs 12.27.

Pursuant to the notification of Schedule II of the Companies Act 2013, with effect from 1 April 2014, the Company has changed the policy of providing depreciation of buildings from written down value (WDV) method to straight line method (SLM) thereby resulting in a surplus of Rs 844 lacs for the year ended 31 March 2015. The Company has revised its estimates of useful life of its fixed assets as prescribed in Part C of Schedule II of the Companies Act, 2013, except for certain assets for which different useful life have been considered based on technical advice. Carrying amount less residual value of the assets whose remaining useful life has become nil at the beginning of the period amounting to Rs 1,196 lacs has been charged as depreciation and amortization expense for the quarter and year ended 31 March 2015. As a result of the above stated changes the depreciation charge for the year ended 31 March 2015 is higher by Rs 1,496 lacs.

3. DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review to conserve the resources for working capital and capital expenditure projects.

4. TRANSFER TO RESERVE

The Company does not propose to transfer any amount to Reserve.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

6. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s Deloitte Haskins & Sells, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

7. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE, BSE & CSE where the Company's Shares are listed. The Company applied for delisting from CSE & DSE which are pending. DSE has been deregistered by SEBI.

8. DEMATERIALISATION OF SHARES

97.48% of the Company's paid up Equity Share Capital is in dematerialized form as on 31 March 2015 and balance 2.52% is in physical form. The Company's Registrars are M/s C. B. Management Services (P) Ltd., having their registered office at P-22, Bondel Road, Kolkata-700 019.

9. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 6 times during the financial year from 1 April 2014 to 31 March 2015. The dates on which the meetings were held are as follows :

29 May 2014,29 July 2014,3 September 2014, 30 October 2014, 30 January 2015 and 24 March 2015.

10. DIRECTORS

Confirmation of Appointment

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sudam Maitra was appointed as Additional Director and Deputy Managing Director of the Company to hold office only up to the date of this Annual General Meeting and being eligible offer himself for re-appointment as Director. It is proposed to reappoint him for a period of one year from ensuing AGM.

The three years term as Executive Chairman of Mr. Bijon Nag is expiring on 31 May 2015. It is proposed to reappoint him for a further period of one year.

Mr. Prabir Chatterjee and Mr. Sudip Banerjee retire by rotation and being eligible offer themselves for reappointment.

Appointment of Independent Directors :

Ms. Sangeeta Shankaran Sumesh was appointed as an Additional Director and was also appointed as an Independent Director for a period of five years, subject to the approval of shareholders in the ensuing AGM. Your Directors, state that Ms. Sangeeta Shankaran Sumesh who possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director.

Your Directors recommend the appointment of Ms. Sangeeta Shankaran Sumesh as Independent Directors as proposed in the notice for the Annual General Meeting. All 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.

11. DIRECTORS. RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

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

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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.

12. REMUNERATION POLICY

A Nomineration and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Clause 49 of the Listing Agreement stating therein the Company's Policy on Directors/Key Managerial Personnel/other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be refered to company's website at www.ifbindustries.com/Legal/Policies.

13. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

This part is covered under Corporate Governance Report.

14. AUDITORS' REPORT

The notes on Financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further explanation.

Statutory Auditors:

At the Annual General Meeting held on 30 July 2014 Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 43rd Annual General Meeting. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditor's shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Secretarial Audit:

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandateds Secretarial Audit of the Company to be done from the financial year commancing on or after 1 April 2014 by a Company Secretary in practice. The Board in its meeting held on 30 January 2015 appointed Mr Jitendra Patnaik, Practising Company Secretary (Certificate of Practice No 3102) as the Secretarial Auditor for the financial year ending 31 March 2015.

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 Company Secretary in Practice is enclosed as a part of this report in Annexure-A.

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

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises of Independent Director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report Annexure-C. Additionally, the CSR Policy has been uploaded on the website of the Company at www.ifbindustries.com under legal / policies link. To conserve the resources for capital expenditure projects the Company made an expenditure of Rs 4.69 lacs only against the stipulated amount of Rs 72.44 lacs.

17. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ifbindustries.com under legal/policies/Vigil Mechanism link.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transaction. The policy on materiality of related party transaction and dealing with related party transaction as approved by the board maybe accessed on Company's website at the link www.ifbindustries.com under legal/policies/CSR& Related Party Transaction Policy link. Your directors draw attention of members to note 34 to the Financial Statements which set out related party disclosures.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - D.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

21. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexture-E which forms part of this Report.

22. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Risk management is the process of minimizing or mitigating the risk, It starts with the identification and evaluation of risk followed by optimal use of resources to monitor and minimize the same. The Company is exposed to several risks. They can be categorized as operational risk and strategic risk. The Company has taken several mitigating actions, applied many strategies and introduced control and reporting systems to reduce and mitigate those risks.

23. FAMILARISAITION PROGRAMME FOR INDEPENDENT DIRETORS

To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managers make presentation to the inductees about the Company's strategy, operations, product and service offerings, markets, finance, quality etc. Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities as a Director. The format of the letter of appointment is available at our website www.ifbindustries.com under legal / investor relations/ appointment terms and conditions of independent directors.

24. ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers., Customers and Shareholders for their continued support.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

On behalf of the Board

Bikram Nag Registered Office: Joint Executive Chairman 14, Taratala Road & Managing Director Kolkata - 700 088 Dr. Rathindra Nath Mitra Date : 29 May 2015 Director


Mar 31, 2013

Dear Shareholders,

The Directors present the 37th Annual Report and Accounts for the Financial Year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs. in lacs) For the Year For the ended Year ended 31st March, 31st March, 2013 2012

Sales and other income 92,760 81,440

Proft prior to fnance charges & depreciation / amortisation 6,193 5,114

Less: Finance charges 20 32

Depreciation 1,832 1,488

Proft before taxation 4,341 3,594

Less: Provision for taxation Current tax 804 684

Minimum alternate tax credit (26) (684)

Deferred tax 418 540

Proft afer tax 3,145 3,054

Balance brought forward from previous year (3,926) (6,980)

Balance carried to reserves & surplus (781) (3,926)

2. DIVIDEND

In view of the accumulated loss, the Board regrets its inability to recommend any dividend to equity shareholders for the year.

3. REVIEW OF OPERATION

Your Company completed another year of modest performance with strong topline growth. All business segments posted sound growth in revenues and enhanced their market standing. Gross Turnover for the year grew by 16.8% to Rs 1,097.87 crores. Net Turnover other than service income, other operating revenue & other income at Rs 863.39 crores grew by 14.9%. Steady performance by Appliance business grew by 15.8%. However, due to precarious market condition Engineering division grew only by 6.4%. However, due to adverse material cost variance, forex loss, product mix etc the Pretax Proft as compared to last year could only grow by 15.9 % to Rs 43.41 crores. Earnings Per Share for the year stand at Rs 7.95.

4. DIRECTORS'' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

To the best of our knowledge and belief and according to the confrmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the fnancial year and of the profts of the Company for that period;

c) The Directors have taken proper and sufcient 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) These accounts are prepared on a going concern basis.

5. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, a Report on Corporate Governance along with a Certifcate from the Auditors is given separately in this Annual Report.

6. DELISTING FROM DELHI STOCK EXCHANGE & CALCUTTA STOCK EXCHANGE

The applications for delisting from Delhi Stock Exchange & Calcuta Stock Exchange are pending.

7. AUDITORS AND AUDITORS'' REPORT

M/s B S R & Co., Chartered Accountants, Statutory Auditors of the company, hold ofce until the conclusion of ensuing Annual General Meeting. They have ofered themselves for reappointment as

Statutory Auditors of the company. The company has received leter from B S R & Co., to the efect that that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for appointment within the meaning of Section 226 of the said Act. The mater is placed for consideration of members in AGM.

The notes on Financial statements referred to in the Auditor''s Report are self explanatory and do not call for any further comments.

Cost Auditors

The most of the manufactured products of the company has come under the purview of Cost Audit w.e.f 1.04.2012. M/s Mani & Co, Cost Accountants have been appointed as Cost Auditor of the Company for 2013-14.

8. DIRECTORS

Mr. Somen Bal resigned from the board of the company on 28 March 2013. The board members expressed their gratitude for contribution made by Mr. Bal during his long association with the company.

Mr. Radharaman Bhatacharya, Director retiring by rotation and being eligible, ofer himself for reappointment at the ensuing Annual General meeting.

Dr. Rathindra Nath Mitra, Director retiring by rotation and being eligible, ofer himself for reappointment at the ensuing Annual General meeting.

The board inducted Mr. Prabir Chaterjee as Additional Director on the board of the company to hold ofce upto next AGM.

9. PREFERENTIAL ISSUE

During the year under review the company alloted 5,000,000 equity shares to promoter group companies. Out of the proceeds of the Issue of Rs 42 crores, crores were utilized towards capital expenditure and balance 22 crores were utilized towards working capital requirement of the company. Above utilization was in terms of the resolution passed in EGM towards preferential issue.

10. PERSONNEL

The Directors would like to place on record their appreciation of the dedication and hard work put in by employees at all levels.

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

12. ESPS

The Company implemented the Employees Stock Purchase Scheme 2008 in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock The applicable disclosures as stipulated under the SEBI Guidelines as at 31 March 2013 (cumulative position) are given below:

a) Total no of equity shares issued to employees in ESPS: 1,655,349

b) Exercise price Rs 10/- per share to employees belonging to workers category and for rest of employees Rs.15/- per share, plus applicable taxes, as per law.

c) Employee wise details of shares alloted under ESPS to:

i) Key Management person:

1. Mr. A.K.Nag 50,000

2. Mr. A.S.Negi 25,000

3. Mr. Ashok Hazra 6,250

4. Mr. Arup Das 12,500

5. Mr. B.M.Shetye 25,000

6. Mr. Dipak Mitra 50,000

7. Mr. Diptanil Saha 12,500

8. Mr. Gautam Dasgupta 50,000

9. Mr. G Ray Chowdhury 17,500 10. Mr. Jayanta Chanda 15,000

11. Mr. K.R.K. Prasad 12,500

12. Mr. Prabir Chaterjee 25,000

13. Mr. Rajshankar Ray 15,000

14. Mr Ranjan Mohan Mathur 7,000

15. Mr Susanta Das 12,500

16. Mr Sukhdev Nag 20,000

17. Mr Soumitra Goswami 10,000

18. Mr T.R.Ramesh 12,500

19. Mr Uma Shankar Ghosh Dastidar 20,000

ii) Any other employee who is issued shares in any one year amounting to 5 % or more shares during the year - Out of total 61,900 equity shares alloted during 2011- 12 to 28 employees of the company, only 3 employees were alloted shares above 5%.

iii) Identifed employees, who were issued shares during any one year, equal to or exceeding 1% of the issued capital of the company at the time of issuance-Nil

d) Diluted Earning Per share (EPS) pursuant to issuance of shares under ESPS Rs 7.95

e) Consideration received against the issuance of shares Rs 244 lacs plus applicable taxes.

13. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data are given in the Annexure to this Report.

14. ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation to the employees, Customers, Shareholders, banks and also Central & State Government Ofces and all others for their co- operation and support.

On behalf of the Board

Bikram Nag

Joint Executive Chairman & Managing Director

Place : Kolkata Dr. R. N. Mitra

Dated : 29 May 2013 Director


Mar 31, 2012

The Directors present the 36th Annual Report and Accounts for the Financial Year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in lacs)

For the For the Year ended Year ended 31st March, 31st March, 2012 2011

Sales and Other Income 81,440 69,754 Profit Prior to Finance

Charges & Depreciation 5,114 7,948 Less:

Finance charges 32 26

Depreciation 1,488 1,041

Profit before Taxation 3,594 6,881 Less : Provision for Taxation

Current Tax - 1,223

Deferred Tax 540 627

Profit after Tax 3,054 5,031 Balance brought forward

From previous year (6,980) (12,011)

Balance carried to Balance Sheet (3,926) (6,980)

2. DIVIDEND

In view of the accumulated loss, the Board regrets its inability to recommend any dividend to equity shareholders for the year.

3. REVIEW OF OPERATION

Your Company completed another year of modest performance with strong Top line growth. All business segments posted sound growth in revenues and enhanced their market standing. Gross Turnover for the year grew by 22% to Rs. 939.92 crores. Net Turnover other than service & other income at Rs. 751.56 crores grew by 18%. Steady performance by Appliance business grew by 24%. Engineering Division grew by 12%. However, due to adverse material cost variance, forex loss, product mix etc. the pretax profit as compared to last year drastically dropped by 47.76% to Rs. 35.94 crores. Earnings per share for the year stand at Rs. 8.61.

5) DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

To the best of knowledge and belief and according to the confirmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956 :

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These accounts are prepared on a going concern basis.

6. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, a Report on Corporate Governance along with a Certificate from the Auditors is given separately in this Annual Report.

7. DELISTING FROM DELHI STOCK EXCHANGE

The application for delisting to Delhi Stock Exchange is pending.

8. AUDITORS AND AUDITORS REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of ensuing Annual General Meeting.

The notes on Financial statements referred to in the Auditor's Report are self explanatory and do not call for any further comments.

M/s Deloitte Haskins & Sells, Chartered Accountants, have expressed their inability to continue as Statutory Auditors of the Company w.e.f. ensuing Annaul General Meeting. It is proposed to appoint M/s. BSR & Co., Chartered Accountants as Statutory Auditors of the Company in place of the retiring Auditors from the conclusion of this Annual General Meeting to next Annual General Meeting.

Cost Auditors

The most of the manufactured products of the company has come under the purview of Cost Audit w.e.f 1.04.2012. Application to Central Government for appointment of Cost Auditor is being made.

9. DIRECTORS

Mr. R Muralidhar, Director retiring by rotation and being eligible, offer himself for reappointment at the ensuing Annual General meeting.

Mr. S.Bal, Director retiring by rotation and being eligible, offer himself for reappointment at the ensuing Annual General meeting.

The board inducted Mr. Sudip Banerjee as Additional Director on the board of the company to hold office up to next AGM.

10. PERSONNEL

The Directors would like to place on record their appreciation of the dedication and hard work put in by employees at all levels.

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

11. ESPS

The Company implemented the Employees Stock Purchase Scheme 2008 in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guide lines, 1999 ('the SEBI Guidelines'). The Compensation committee, constituted in accordance with the SEBI Guidelines, administers and monitors the scheme.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2012 ( cumulative position) are given below:

a) Total no of equity shares issued to employees in ESPS -16,55,349

b) Exercise price Rs 10/- per share to employees belonging to workers category and for rest of employees Rs 15/- per share, plus applicable taxes, as per law.

c) Employee wise details of shares allotted under ESPS to:

i) Key Management person :

1. Mr. A.K.Nag 50,000

2. Mr. Arup Das 12,500

3. Mr. A.S.Negi 25,000

4. Mr. B.M.Shetye 25,000

5. Mr. Dipak Mitra 50,000

6. Mr. Gautam Dasgupta 50,000

7. Mr. G Ray Chowdhury 17,500

8. Mr. Jayanta Chanda 15,000 9. Mr. K.R.K. Prasad 12,500

10. Mr. Probir Chatterjee 25,000

11. Mr. Rajshankar Ray 15,000

12. Mr. Ranjan Mathur 7,000

13. Mr. Siddhartha Chatterjee 25,000

14. Mr. SukhdevNag 20,000

15. Mr. Soumitra Goswami 10,000

16. Mr. T. R. Ramesh 12,500

ii) Any other employee who is issued shares in any one year amounting to 5 % or more shares issued during that year Out of the total 61,900 equity shares allotted during the year to 28 employees of the company, only 3 employees were allotted shares above 5%.

iii) Identified employees, who were issued shares during any one year, equal to or exceeding 1% of the issued capital of the company at the time of issuance- nil

d) Diluted Earnings Per share (EPS) pursuant to issuance of shares under ESPS Rs. 8.61.

e) Consideration received against the issuance of shares Rs.244 lacs plus applicable taxes.

12. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data are given in the Annexure to this Report.

13. ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation to the employees, Customers, Shareholders, banks and also Central & State Government Offices and all others for their co-operation and support.

On behalf of the Board

Bikram Nag

joint Executive Chairman

& Managing Director

Place : Kolkata Dr. R. N. Mitra

Dated : 30th May, 2012 Director


Mar 31, 2011

Dear Shareholders,

The Directors present the 35th Annual Report and Accounts for the Financial Year ended 31st March, 2011.

1. FINANCIAL RESULTS:

(Rs. in thousand)

For the For the Year ended Year ended 31st March, 31st March, 2011 2010

Sales and Other Income 6,975,425 5,568,264

Profit Prior to Finance Charges & Depreciation 794,834 664,516

Less:

Finance charges 2,550 2,574

Depreciation 104,124 86,815

Profit before Taxation 688,160 575,127

Less: Provision for Taxation

Current Tax 122,320

Deferred Tax 62,722 37,483

Profit after Tax 503,118 537,644

Balance brought forward

from previous year (1,201,069) (1,541,614)

Preference Dividend paid

including Dividend Tax - 37,099

Transfer from General Reserve

Transfer to capital

redemption reserve - 160,000

Balance carried to Balance Sheet (697,951) (1,201,069)

2. DIVIDEND

In view of the accumulated loss, the Board regrets its inability to recommend any dividend to equity shareholders for the year.

3. REVIEW OF OPERATION

Your Company completed another year of steady performance with strong topline growth and high quality earnings. All business segments posted sound growth in revenues and enhanced their market standing.

Gross Turnover for the year grew by 26.9% to Rs. 772.6 crores. Net Turnover other than service & other income at Rs. 634.9 crores grew by 24.9% driven by higher

Engineering business and the continuing steady performance by Appliance business which grew by 25.03%. Engineering Division grew by 24.74%. Pretax Profit increased by 19.6% to Rs. 68.81 crores. Earning Per share for the year stands at Rs. 14.24.

5. DIRECTORS' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

To the best of knowledge and belief and according to the confirmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These accounts are prepared on a going concern basis.

6. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, a Report on Corporate Governance along with a Certificate from the Auditors is given separately in this Annual Report.

7. DELISTING FROM DELHI STOCK EXCHANGE

The application for delisting to Delhi Stock Exchange is pending.

8. AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment and have further confirmed their eligibility under section 224(1B) of the Companies Act, 1956.

9. DIRECTORS

In view of Sec 274(1) (g) of the Companies Act prescribing disqualification for directors in the event of non- redemption of debentures ( privately-placed), a writ- petition was filed before the High Court at Calcutta challenging the applicability of said section 274(1) (g) which is pending for final disposal. An interim order dated 14.05.2004 has been passed by the Hon'ble Calcutta High Court directing Union of India and its authorized agents, servants or otherwise from giving any effect or further effect to or taking any step in pursuance of the provisions contained in section 274(l)(g) of the Companies Act, 1956

In the mean time all the debentures have been fully redeemed by December 2007.

Dr. Rathindra Nath Mitra and Mr.K.M.Unnikrishnan retire as directors by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The particulars of directors seeking appointment / reappointment are given in Corporate Governance section of this Report.

10. PERSONNEL

The Directors would like to place on record their appreciation of the dedication and hard work put in by employees at all levels.

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

11. ESPS

The Company implemented the Employees Stock Purchase Scheme 2008 in accordance with the Securities and Exchange Board of India (Employees Stock Option

Scheme and Employee Stock Purchase Scheme) Guide lines, 1999 (' the SEBI Guidelines'). The Compensation committee, constituted in accordance with the SEBI Guidelines, administers and monitors the scheme.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2011 ( cumulative position) are given below:

a) Total no. of equity shares issued to employees in ESPS1593449.

b) Exercise price Rs 10/- per share to employees belonging to workers category and for rest of employees Rs 15/- per share., plus applicable taxes, as per law.

c) Employee wise details of shares alloted under ESPS to:

i. Key Management person:

1. Mr.A.K.Nag 50,000

2. Mr.A.S.Negi 25,000

3. Mr.B.M.Shetye 25,000

4. Mr.DipakMitra 50,000

5. Mr.GautamDasgupta 50,000

6. Mr.GRayChowdhury 17,500

7. Mr.IndroneelGoho 25,000

8. Mr.ProbirChatterjee 25,000

9. Mr.RajshankarRay 15,000

10. Mr.S.Bhattacharya 25,000

11. Mr.SiddharthaChatterjee 25,000

ii Any other employee who is issued shares in any one year amounting to 5 % or more shares during the year-nil

iii. Identified employees, who were issued shares during any one year, equal to or exceeding 1% of the issued capital of the company at the time of issuance-nil

d) Diluted Earning Per share ( EPS) pursuant to issuance of shares under ESPS Rs 14.24

e) Consideration received against the issuance of shares Rs. 235 lacs plus applicable taxes.

12. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data are given in the Annexure to this Report.

13. ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation to the employees, Customers,Shareholders, banks and also Central & State Government Offices and all others for their co-operation and support.

On behalf of the Board

Bikram Nag Joint Executive Chairman & Managing Director

Place :Kolkata R. N. Mitra Dated : 27th May, 2011 Director

 
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