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Directors Report of James Warren Tea Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting the Sixth Annual Report together with the Audited Annual Accounts of your Company for the year ended March 31, 2015.

Financial Results (Rs/Lakhs)

FY 2014-15 FY 2013-14

i. Gross Turnover 13446.70 14238.28

ii. Other Income 321.11 368.59

iii. Total Revenue 13767.81 14606.87

iv. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA) 1383.45 3122.93

v. Finance Cost 0.14 10.55

vi. Depreciation 915.54 494.21

vii. Profit before Taxation (PBT) 468.77 2618.17

viii. Tax including Deferred Tax (38.66) 588.97

ix. Profit after Taxation (PAT) 507.43 2029.20

x. Profit brought forward from previous year 5103.55 (1.07)

xi. Surplus in the Statement of Profit & Loss Account 5610.98 5103.55

(pursuant to scheme of arrangement)

xii. Transfer to general reserve (pursuant to scheme of arrangement)3821.70 3821.70

OPERATIONS :

During the year under review, your Company has achieved a Total Turnover of Rs. 13,767.81 lakhs which is 5.74% lower over the corresponding previous financial year Rs. 14,606.87 lakhs. The Company has achieved an absolute EBIDTA of Rs. 1,383.45 lakhs which is lower by 55.70% over the corresponding Rs 3,122.93 lakhs of the previous financial year. The Profit after Tax is Rs. 507.43 lakhs which is 74.99 % lower over the corresponding Rs. 2,029.20 lakhs of the previous financial year. The Company has produced 72,18,441 Kgs of Tea during the financial year as compared to 77,50,729 Kgs of tea in the previous financial year.

OUTLOOK :

Your Company is hopeful in continuing the upward movement in the production and continuous improvement of the quality of the tea produced at all the Tea Estates belonging to your Company. The consumption of tea has been increasing globally and price would sustainas tea is one of the most popular and lowest cost beverages in the world and consumed by a large number of people.Owing to its increasing demand, tea is considered to be one of the major components of world's beverage market. Your Company has adequate financial control with reference to the Financial Statements.

LISTING OF EQUITY SHARES

Your Directors take immense pleasure to announce that your Company got listed for trading in its equity shares with effect from July 25, 2014 with the Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

DIVIDEND

You will appreciate that, since its being early years of operations after the demerger and also keeping in view the additional requirement of funds for business operations, your Directors consider it prudent not to recommend any dividend on the Equity Shares of the Company for the financial year ended 31st March 2015.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders'expectations while continuing to comply with the mandatory provisions of Corporate Governance.Your Company has complied with the requirements of revised Clause 49 of the Listing Agreement as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of Companies Act, 2013 and the Listing Agreement entered by the Company with the Stock Exchanges, as a matter of prudence and good governance.

A Report on Corporate Governance Practices and the Auditors Certificate on compliance of mandatory requirements thereof is given as Annexure to this report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion &Analysis is given as annexure to this report.

DEPOSITS

The Company has not accepted any deposit during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

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

ii) 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 and loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis; and

v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PERSONNEL

The particulars and information of the employees as required under Section 197(12)of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been set out as Annexure to this Report, attached hereto.

However, in terms of section 136(1) of the Companies Act, 2013 the reports and Accounts are being sent to the members and other as entitled there to, excluding the Statement of Particulars of the Employees. The said annexure is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. Any member desirous of obtaining such particulars may write to the Company at its Registered Office, where upon a copy would be sent. The full Annual Report including the aforesaid information is available on the Company's website.

CONSERVATION OF ENERGY, RESEARCH &DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule8(3) of Companies (Accounts) Rules, 2014 are given in the Annexure - A as attached hereto and forming part of this Report.

All Tea Estates of your Company continue to be the participants of the Ethical Tea Partnership Programme. COMPANY'S WEBSITE

The website of your Company, www.jameswarrentea.com, has been designed to present the Company's businesses up-front on the home page. The site carries a comprehensive database of informationof all the Tea Estates including the Financial Results of your Company, Shareholding pattern, Director's & Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the Listing agreement has been uploaded.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Appointments:

Mrs. Sucharita Basu De (DIN 6921540) has been appointed as an Additional Director (Non Executive- Independent Director) of the Company with effect from October 1, 2014 pursuant to Section 161 of the Companies Act, 2013 and other applicable provisions of the said Act and as per the requirements of clause 49 of the Listing agreement. She has provided declaration of her independence as per Section 149(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, the aforesaid Director would hold the office of Directors upto the date of ensuing Annual General Meeting of the Company unless appointed as a Director of the Company by the Shareholders.Amongst other terms, Mrs. Sucharita Basu De, when confirmed by the Shareholders would no longer be required to retire by rotation in view of Section 149(13) of the Companies Act, 2013 and can hold the office for a consecutive period of five years as per Section 149(10) of the said Act and hence her appointment has been proposed accordingly..

ii) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 Mr Anil Kumar Ruia (DIN 00236660), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

iii) Re-appointment of Wholetime Director:

a) Mr Ajay Kumar Singh (DIN 06748324) was appointed as the a Wholetime Director of the Company on December 27, 2013 with effect from January 1, 2014 and the same was also confirmed by the shareholders in its meeting held on December 30, 2013. His term of appointment is for a period of 18 months and which would expire on June 30, 2015. Pursuant to the provisions of sections 196, 197, 203 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr Ajay Kumar Singh has been re-appointed as a Wholetime Director of the Company by the Board in its meeting held on May 16, 2015 for a further period of 3 (three) years with effect from July 1, 2015, at a remuneration and on such terms and conditions as recommended by the Nomination & Remuneration Committee in its meeting held on May 16, 2015, subject to shareholders' approval in the ensuing Annual General meeting of the Company. His re-appointment as a Whole Time Director has been proposed accordingly.

b) Mr. Akhil Kumar Ruia (holding DIN 03600526) and Mr. Ankit Govind Ruia (holding DIN 05195831) have beenre-appointed as Whole-time Directors of the Company for a period of 3 (Three) years with effect from July 1, 2015, subject to approval of shareholders in the ensuing annual general meeting and the Central Government and/or any such other consents, permissions and approvals as may be necessary on such terms and conditions including payment of remuneration, as set out in the Statement annexed to the notice convening this meeting and on such remuneration as recommended by the Remuneration Committee and approved by the Board of Directors, terminating their earlier terms of remuneration.

iv) Appointment of Wholetime- Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013,the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules, 2014 the Board has appointed the following personnel as the designated Wholetime Key Managerial Personnel of the Company within the meaning of the said section.

a) Mr Ajay Kumar Singh - Wholetime Director.

b) Mr Deo Kishan Kothari - Chief Financial Officer.

c) Mr Vikram Saraogi - Company Secretary & Compliance Officer.

None of the KMPs have resigned during the year 2014-15.

None of the Directors of the Company as mentioned in item nos (i), (ii) & (iii) are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) & 149(6) of the Companies Act, 2013, as applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013 and the relevant Rules, the Board has constituted the CSR Committee under the Chairmanship of Mr Ajay Kumar Singh. The other members of the CSR Committee are Mr. Akhil Kumar Ruia, Mr. Ankit Govind Ruia and Mr. Harshvardhan Saraf. Other details of the Committee is mentioned in the Corporate Governance Report attached as Annexure to this Board's Report and the CSR activities are mentioned in the 'AnnualReport on CSR Activities' enclosed as Annexure B to this Report.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditor:

The Statutory Auditor M/s Singhi & Company, Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the financial year 2016-17, subject to ratification by the shareholders in every AGM. Accordingly, the Board on recommendation of Audit committee has proposed for ratification of their appointment in the office of Statutory Auditors of the Company for the financial year 2015-16.

The Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence does not call for any further explanation.

(ii) Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s Debabrota Banerjee & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2015-16. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the year 2015-16.

(iii) Secretarial Auditor:

The Board has appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2014-15 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as Annexure MR-3 to this Board's Report, which is self-explanatory and hence do not call for any further explanation.

CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Company's website: www.jameswarrentea.com.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Tradingand the same is also placed on the Company's website: www. jameswarrentea.com. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider

Trading) Regulations, 2015, the Board of Directors of the Company at their meeting held on May 16, 2015 have approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

DISCLOSURES AS PER APPLICABLE ACTAND LISTING AGREEMENT:

i) Related Party Transactions:

All transaction entered with related parties during the f.y. 2014-15 were on arm's length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Company's Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the listing agreementwhich may have potential conflict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is attached.

The necessary disclosures regarding the transactions are given in the notes to accounts. The Company has also formulated a policyon dealing with the Related Party Transactions and necessaryapproval of the audit committee and Board of Directors weretaken wherever required in accordance with the Policy.

ii) Number of Board Meetings:

The Board of Directors met 4 (four) times in the year 2014-15. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board's Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. Rajendra Kumar Kanodia. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board's Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return as provided under section 92(3) of the Companies Act, 2013 is enclosed as Annexure MGT-9.

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

vi) Internal Financial Control :

The Company has in place adequate internal financial control as required under section 134(5)(e) of the Act. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

vii) Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in Securities, Bonds, units of Mutual Funds, Fixed deposits, etc. which is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.

viii) Post Balance Sheet events:

There is no material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2014-15.

ix) Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint ventures, during the year under review.

x) Evaluation of the Board's Performance:

During the year under review, the Board, in compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, has adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman andthe Non-Independent Directors were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Boardand its Committees with the Company.

xi) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board's Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

xii) Vigil Mechanism (Whistle Blower Policy):

Your Company has formulated a Whistle Blower Policy and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company's website: www. jameswarrentea.com and also set out in the Corporate Governance Report attached as Annexure to this Board's Report.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, cooperation and their valuable guidance to the Company and for their trust reposed in the Company's management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Akhil Kumar Ruia Arup Kumar Chowdhuri

Place : Kolkata Wholetime Director Director

Dated : 16.05.2015 DIN : 03600526 DIN : 00997826


Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting the Fifth Annual Report together with the Audited Annual Accounts of your Com- pany for the year ended March 31, 2014.

FINANCIAL RESULTS (Rs. /Lakhs) FY 2013-14 FY 2012-13 i. Gross Turnover 14238.28 16.90

ii Other Income 368.59 0.00

iii Total Revenue 14606.87 16.90

iv. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA) 3122.93 (1.07)

v. Finance Cost 10.55 0.00

vi. Depreciation 94.21 0.00

vii.Profit before Taxation (PBT) 2618.17 (1.07)

viiiTax including Deferred Tax 588.97 0.00

ix. Profit after Taxation (PAT) 2029.20 (1.07)

x. Profit brought forward from previous year (1.07) 0.00

xi. Surplus in the Statement of Profit & Loss Account 5103.55 (1.07) (pursuant to scheme of arrangement)

xii.Transfer to general reserve (pursuant to scheme of 3821.70 0.00 arrangement)

OPERATIONS

The Company has achieved a Total Turnover of Rs. 14606.87 lakhs and a net profit of Rs. 2029.20 lakhs during the financial year in respect of seven demerged Tea Estates in the Company. The Company has produced 77,50,729 Kgs of Tea during the financial year. The rationale behind such improvement in the production is the implementation of requisite measures for improvement in the productivity sector.

OUTLOOK

Your Company is hopeful in continuing the upward movement in the production and improvement of the quality of the tea produced in all the Tea Estates belonging to your Company. The consumption of tea has been increasing globally and price would sustain as tea is one of the most popular and lowest cost beverages in the world and consumed by a large number of people. Owing to its increasing demand, tea is considered to be one of the major components of world''s beverage market.

SCHEME OF ARRANGEMENT

In terms of the recommendations of the Board of Directors and on your due approval, the Company had filed a petition to the Gauhati High Court for approving the Scheme of Arrangement between Warren Tea Limited (WTL), the Company and their respective shareholders under the provisions of section 391 and 394 of the Companies Act, 1956, for demerger of seven Tea Estates (Dhoedaam Tea Estate, Deamoolie Tea Estate, Rajah Alli Tea Estate, Thowra Tea Estate, Tippuk Tea Estate and Balijan-H Tea Estate), situated in the diverse locations of the state of Assam, from WTL into the business operations of the Company.

The Hon''ble Gauhati High Court, vide its order dated December 16, 2013 has approved the said Scheme of Arrangement between Warren Tea Limited, the Company and their respective shareholders for demerger and transfer of the James Warren Tea Division (Demerged Undertaking) of WTL together with the assets and liabilities of WTL relating to the Demerged Undertaking into the Company, w.e.f. April 1, 2011, being the appointed date. Further, pursuant to the filing of the said High Court''s Order by the Company and WTL to the Registrar of Companies (Shillong), the Scheme has become effective from January 9, 2014.

The Board of Directors of the Company is now responsible for the overall operations and supervision of these seven Tea Estates by having their own administrative set up, control and supervision and also to facilitate the tea business more effectively. Your Board of Directors shall enable the smooth operation of the said tea business and set forth the growth and development plans thereof.

LISTING OF SHARES ISSUED PURSUANT TO THE SCHEME

Pursuant to the approval of the Scheme of Arrangement by Hon''ble Gauhati High Court and in terms of the said Scheme, the shareholders of WTL were issued and allotted 1 (one) equity share of Rs. 10/- each in the Company credited as fully paid up for every 1 (one) equity share of Rs. 10/- each held by them in WTL as on the record date i.e. February 13, 2014, as fixed by WTL. The total 1,19,50,804 Equity Shares of face value of Rs. 10/- each fully paid up, issued by the Company to all the existing shareholders of WTL as on record date shall rank pari passu in all respects with the existing equity shares of the Company. The Company has applied for listing to the Stock Exchanges at BSE Limited and the Calcutta Stock Exchange Limited. The Company has also initiated the requisite compliances for Final Listing and trading of the shares in both the Stock Exchanges.

DIVIDEND

In view of the very first year of operations of your Company after the demerger and also keeping in view the additional requirement of funds for business operations, your Directors consider it prudent not to recommend any dividend on the Equity Shares of the Company for the year ended 31st March 2014.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A Report on Corporate Governance Practices and the Auditors Certificate on compliance of mandatory requirements thereof is given as annexure to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A report on Management discussion and analysis is given as annexure to this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the period under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that :

a) In the preparation of annual accounts, containing financial statements for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations, wherever required.

b) the Board has 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 affairs of the Company as at March 31, 2014 and profit of the Company for the year ended on March 31, 2014.

c) the Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting any fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis.

PERSONNEL

During the financial year under review, no employee of the Company have drawn remuneration as prescribed in Section 217(2A) of the Companies Act, 1956 or rules made pursuant to the same, hence the particulars of employees pursuant to said provisions are not required to be given.

INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Information as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo are given in Annexure - ''A'' & ''B'' as attached hereto and forming part of this Report.

All Tea Estates of your Company continue to be the participants of the Ethical Tea Partnership Programme.

DIRECTORS

Mr. Harsh Vardhan Saraf, Mr. Abhiram Kastur Sheth, Mr Arup Kumar Chowdhuri, Mr Rajendra Kumar Kanodia and Mr Raghav Lall were appointed as an Additional Directors (designated as Independent Directors) of the Company with effect from December 27, 2013 pursuant to the Section 260 of the Companies Act, 1956, other applicable provisions of the said Act and the Articles of Association of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, the Directors would hold the office of Directors upto the date of ensuing Annual General Meeting of the Company unless appointed as the Directors of the Company by the Shareholders. Amongst other terms, they were liable to retire by rotation. Since the Independent Directors would no longer be required to retire by rotation in view of Section 149(13) of the Companies Act, 2013 and can hold the office for a consecutive period of five years as per Section 149(10) of the said Act, their appointment has been accordingly proposed.

Mr Ajay Kumar Singh was also appointed as an Additional Director of the Company with effect from December 27, 2013 pursuant to the Section 260 of the Companies Act, 1956, other applicable provisions of the said Act and the Articles of Association of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder he would hold the office of Director upto the date of the ensuing Annual General Meeting of the Company unless appointed as the Director of the Company. He was further appointed as a Whole Time Director for a period of 18 (eighteen) months, w.e.f January 1, 2014 as recommended by the Remuneration Committee and approved by the shareholders in the Extra-ordinary General Meeting of the Company held on December 30, 2013.

Mr Gurinder Singh Sodhi, was appointed as the Wholetime Director of the Company, by the Board in its meeting held on October 25, 2013 for a period of 18 (eighteen) months w.e.f December 1, 2013 as recommended by the Remuneration Committee and approved by the Shareholders in the Extra-ordinary General Meeting of the Company held on November 22, 2013.

Mr Akhil Kumar Ruia and Mr Ankit Govind Ruia, were appointed as the Wholetime Directors of the Company, subject to shareholders'' approval in the General Meeting, by the Board in its meeting held on February 24, 2014 for a period of 3 (three) years at a remuneration and on such terms and conditions as recommended by the Remuneration Committee in its meeting held on February 24, 2014. The remuneration payable to both of the Wholetime Directors was revised w.e.f. 1st July, 2014, by the Board in its meeting held on June 24, 2014, as recommended by the Remuneration Committee and subject to the approval of Shareholders in the General Meeting.

Mr. Raghav Lall, Non-Executive Independent Director of the Company and Mr Gurinder Singh Sodhi, Wholetime Director of the Company, have resigned from the Board of your Company with effect from March 31, 2014 and June 24, 2014, respectively. The Board places on record, its great appreciation for the guidance and the invaluable services rendered by both of them during their tenure as the Directors of the Company.

Pursuant to the provisions of Section 152 and other applicable provisions, of the Companies Act, 2013 Mr Ankit Govind Ruia, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

None of the Directors of the Company are disqualified as per section 274(1)(g) of the Companies Act, 1956 and as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) & 149(6) of the Companies Act, 2013.

STATUTORY AUDITORS

The Statutory Auditor M/s Singhi & Company, Chartered Accountants, holds office upto the conclusion of the ensuing Annual General Meeting (AGM). They have offered themselves for appointment as the statutory auditors of the Company, to hold office from the conclusion of this AGM until the conclusion of next 3 (three) consecutive AGMs, subject to ratification of such appointment by the members at every AGM held thereafter. Necessary certificate under section 139(1) of the Companies Act, 2013 has been received from the Auditors confirming their eligibility.

AUDITORS'' REPORT

The Notes to Accounts, as referred in the Auditors Report are self explanatory and hence do not call for further explanation.

COST AUDITORS

In terms of order F No. 52/26/CAB-2010 dated 24.01.2012 issued by Ministry of Corporate Affairs, Cost Audit Branch, Government of India, your Directors have proposed Mr Debabrota Banerjee, Cost Accountants, to be appointed as the Cost Auditors of the Company for the year 2014-15, subject to the requisite approvals from the concerned authorities, as may be applicable. Necessary certificate and consent letter from the said Auditor has been obtained, confirming their eligibility.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, your Company has adopted the Code of Conduct for prevention of Insider Trading.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, cooperation and their valuable guidance to the Company and for their trust reposed in the Company''s management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the Directors look forward to their continued support in future.



For and on behalf of the Board of Directors

Akhil Kumar Ruia Arup Kumar Chowdhuri Director Director Place : Kolkata DIN : 03600526 DIN : 00997826 Dated : June 24, 2014

 
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