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Directors Report of Khaitan (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors present their Seventy eighth Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS 2014-2015 2013-2014

Sales & Operating Income were 2664.98 2971.77

Profit/Loss for the year was (371.60) (41.47)

From which is deducted/added * Depreciation (177.47) (140.89)

* Income Tax relating to earlier year (9.65) -

(558.72) (184.02)

Leaving a Balance of To which is added : (851.45) (667.43)

-Profit/Loss Brought Forward from previous year

Making an available Surplus/Deficit of (1410.17) (851.45) Which is Carried Forward to Next Year

DIVIDEND

In view of loss, Directors do not recommend any dividend for the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT OPERATIONS

Performance of all the Divisions are as under:-

Marketing Division: The Company has earned royalty of Rs. 407.28 lacs compared to the last year's Rs. 467.15 lacs.

Sugar Division: The crushing of sugarcane was lower to 5.92 lacs quintals compared to last year's 7.11 lacs quintals. The production of sugar was almost in confirmation with the recovery of last year. Due to rise in sugarcane prices and lower prevailing market prices of sugar and increase in cost of other inputs, it has resulted in loss during the year under review.

The Crushing Operations for the season 2014-15 started on 12th December, 2014 which was continued for 71 days compared to the last year's 79 days. Performance of the Sugar Division compared to last year is as under:-

DETAILS 2014-15 2013-14

Start of Crushing Season 12-12-2014 04-12-2013

Close of Crushing Season 20-02-2015 21-02-2014

Cane Crushed (in lacs Qtls) 5.93 7.11

Recovery (%) 8.35 8.34

Sugar Production (in Qtls) 49504 59242

Agriculture Division:

Agriculture products are fully dependent to nature. As reported last year due to less rain, the yield of sugarcane was less and supply of sugarcane from captive farms was less compared to last year.

Keeping in view the long term benefit, the company every year plants trees. This year about 20,000 trees were planted and about 3,19,000 trees are standing as on 31.03.2015 planted by the Company in last 24 years.

INDUSTRIAL STRUCTURE

There is no respite to the sugar industry from huge losses. The county's ailing sugar industry is still to see better days. The industry is passing through a deep financial crisis, caused by continuously falling ex-mill prices and increasing cost of production, due to high cane prices. The ex-mill sugar prices at present are almost lower than cost of production by about Rs. 8000/- to Rs. 9000/- per ton for moderate capacity sugar mill and in case of lower capacity sugar mills it is lower by Rs. 10,000/- to Rs. 11,000/- per ton. This has real shrunk the mills' paying capacity for purchase of cane. Due to the mills incapacity to make timely payment to the farmers, there is a mounting pile of unsettled dues to the farmers, resulting cane arrears running into thousand crores. The situation of country's sugar industry is very bleak. The estimate production of sugar is about 290 lac tons and the estimated consumption is about 235 lacs tons. It will have a huge carry forward stock will to much and as such year 2015-16 will also be bad for sugar industry.

Internal Control Systems: The Company has adequate system of internal control of safeguard company's assets. All the transactions are properly authorised, recorded and reported to the management. The Company also has adequate budgetary control system and actual performance is monitored by the management consistently.

Human Resources: The Company believes that its employees are a vital resource in the current business environment. The Company is enjoying good and congenial industrial relations at all the Divisions of the Company. As on 31st March, 2015 the total permanent employees were 78 Nos.

WHISTLE BLOWER POLICY:

To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting high standards of professionalism, honesty, integrity, the company has adopted a vigil mechanism policy. This policy is explained in corporate Governance and also posted on company's website.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the company and the policy of the Company on Risk Management has been established. The Risk Management policy has been uploaded on the website of the Company.

DIRECTORS AND COMMITTEES

At the 77th Annual General Meeting of the Company held on 29th September 2014, the company had appointed the existing independent directors Mr. M. K. Jalan (DIN 00598710), Mr. A. K. Kedia (DIN 00502760) and Dr. V. K. Rungta (DIN 00087032) as independent directors under the companies Act, 2013 and clause 49 of the listing agreement.

At the Board meeting held on 13th March 2015, the Board had appointed Mrs. Sulekha Dutta (DIN 07114240) as an Additional Director in the category of Executive Director.

In accordance with the provision of the Companies Act 2013 Mr. Sunil K. Khaitan (DIN 00127698) and Mr. S. Bafna (DIN 00127681) retires by rotation and being eligible offer themselves for reappointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the listing agreement the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The method of evaluation has carried out and explained in Corporate Governance Report. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGEMRIAL PESONNEL (KMP) / EMPLOYEES

The informationa required pursuent to Section 197 read with Rules of the Companies (Appointment & Remuneration of Managerial Personnel) Reules 2014 in respect of employees of the Company and Directors is furnished here under.

REMUNERATION POLICY

The Board has on the recommendations of Nomination & Remuneration Committee framed a policy of selection/appointment of Directors, Senior Management, personnel and their remunerations. The remuneration policy is stated in Corporate Governance Report.

Sl. Name Designation Remuneration Remuneration No Paid Ey. Paid Ey. 2014-15 2013-14

1. Surendra Bafna Executive 7.06 lacs 7.33 lacs Director (includ LTA 1.02 lac

2. Sulekha Dutta CS Director 0.06 lacs - (KMP)

Sl. Name Increase in Rab/Times permetion of No Remuneration Emplyoee Remuneration from previous year

1. Surendra Bafna 0.93 lac 8 Times

2. Sulekha Dutta Comparison is not possible as she joined on 13.3.2015

MEETINGS

During the year five Board meetings and one independent directors' meeting were held. The provisions of the Companies Act, 2013 and of listing agreement were adhered to while considering the time gap between two meetings.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and accessing to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

1. That in the preparation of the Annual Accounts, the applicable accounting Standards had been followed except AS-22.

2. That the Directors had 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 at the end of the financial year and of the loss of the company for the period.

3. That the Directors have taken proper and sufficient care for preventing and detecting fraud and other irregularities.

4. That the annual financial statements have been prepared on a going concern basis.

5. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. They have revised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

RELATED PARTY TRANSALTIONS

There were no contracts or arrangements entered into by the company in accordance with the provisions of Section 188 of the Companies Act, 2013. However, there were no material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm length basis and were in the ordinary course of business. There are no materally significant related party transactions made by the company with promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Risk and Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. Name of the Directors has any pecuniary relationship or transactions vis-a-vis the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the company and its future oerations.

DEPOSITS

The Company had not accepted / renewed any Deposit during the year under review and there was no outstanding deposits.

AUDITORS

STATUTORY AUDITORS

M/s Chaturvedi & Co. (Reg. No. 302137E), Chartered Accountants, have been appointed as Statutory Auditors of the company at the last Annual General Meeting for the year 2014-15 till conclusion of next Annual General Meeting. M/s Chaturvedi & Co. had resigned as Statutory Auditors on 13.02.2015. The Board of Directors had accepted its resignation and appointed M/s O. P. Sharma & Associates, Chartered Accountants, Sharma Market, 5th, 9, Old China Bazar Street, Kolkata - 700001 (Reg. No. 302137E) in the meeting held on 13.03.2015 to fill the casual vacancy caused by the resignation of M/s Chaturvedi & Co. As per Section 139(8) of the Companies Act 2013 M/s O P Sharma & Associates appointment was approved by the Shareholder in the Extra Ordinary General Meeting held on 27th May 2015.

M/s O. P. Sharma & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for the re-appointment. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 the company had appointed M/s N K & Associats (CP No 3725) Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'.

INTERNAL AUDITORS

M/s S. Mandal & Co.,(FR No. 314188E) Chartered Accountants performs the duties of internal auditors of the company and their report was reviewed by the Audit Committee.

COST AUDITORS

Your Board has appointed M/s A B & Co. (Reg. No. 00256) qualified Cost Accountants to carry out Cost Audit of the Cost Accounts maintained by the Company in respect of Sugar Division. This appointment has to be made at the beginning of each financial year. As such an application has already been forwarded to the Central Government to approve the appointment for the current financial year.

CHANGE IN DIRECTORS AND KEY MANAGERIALS PERSONNEL

During the year Mrs. Sulekha Dutta joined as Company Secretary and Director of the Company with effective from 13.3.2015

CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement annexed to the said report a separate report on Corporate Governance as a part of the Annual Report and the Auditors' Certificate on compliance is annexed to the said report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGOING

The information on conservations of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure 2.' EXTRACT OF ANNUAL RETURN

The details for forming part of the extract of Annual Return in Form MGT 9 is annexed as Annexure '3'.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnels) Rules 2014 in respect of employees of the Company is as follows:-

The company has one Executive Director who has been paid Rs. 7.06 Lacs p.a.. His remuneration was increased by 14.76% compared to last year.

Due to financial constraints no increase was made in salary/wages except increase in VDA as per Agreement with the unions. Rs 1.80 lacs was paid as sitting fees to the Directors.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personal) Rule 2014 are (a) Employed through out the year - NIL (b) Employed part of the year - NIL.

The remuneration paid to all key managerial Personnel was in accordance with remuneration policy adopted by the company.

IMPAIRMENT OF ASSETS

Due to financial constraints and to reduce the liability of the Company to some extent your directors have to undertaken impairment of company's land through sale/long term lease of the company's agricultural land.

FINANCIAL VIABILITY OF COMPANY

The production of sugar in the country is much higher than the county's consumption and huge carry over stock of sugar. The prevailing market prices do not seem to increase. However, the company is exploring various avenues for revival of the Company.

The Sugar Industry of the Country is passing through a very bad phase for last few years. The sugar industry is not in a position even to cover cost of production. There is a wide gap between cost of production and the market prices of sugar. This has seriously affected the liquidity position of the sugar industry. Due to the said reason the Company could not pay the various dues in time e.g. Service Tax, Gratuity, wages to the workers, premium for LIC Group Gratuity Fund etc. and other dues.

The company taking steps to get the balance confirmation from Debtors/Creditors loan deposits capital advances against land, land rent etc. Your directors are taking action to get confirmation from Bank.

Deferred Tax Assets represent brought forward balance for earlier years which shall be written off in due course.

Erroneously the Form No MGT 14 with Registrar of Companies in respect of resolution passed for approval of quarterly result for June 15 was not filed. We are in process of filing the same.

We are in process of filing Form No. DIR-12, MGT 14 and MR-1 for appointment of CFO.

The company hed already paid the required licence fees to the Environmental Authorities for renewal of licence. The company is taking all necessary steps to fulfill the requirement of Environment (Protection) Act 1986. The water (Prevention and Control of Pollution) Act 1974 and the Air (Prevention and Control of Pollution) Act, 1981.

ACKNOWLEDGEMENTS

The company has been well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation from Employees, suppliers Government of West Bengal, cane growers, depositors and the shareholders.

For and on behalf of the Board

Sunil K. Khaitan, Chairman The 29th May, 2015 (Din 00127698) Kolkata The 29th May, 2015


Mar 31, 2014

TO THE MEMBERS KHAITAN (INDIA) LIMITED

The Directors have pleasure in presenting their Seventy Seventh Annual Report together with the Audited Accounts for the year ended 31st March, 2014. Rs./Lacs

FINANCIAL RESULTS 2013-14 2012-13

Sales & Operating Income were 2971.77 2544.10

Profit/Loss for the year was (43.13) (41.47)

From which is deducted Depreciation (140.89) (147.00)

Leaving a Balance of (184.02) (188.47)

TO WHICH IS ADDED :

Profit/Loss Brought Forward from Previous Years (667.43) (478.96)

Making an available surplus of which is carried forward to next year (851.45) (667.43)





DIVIDEND

In view of loss, Directors do not recommend any dividend for the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT OPERATIONS

Performance of all the Divisions are as under:

Marketing Division : The company has earned royalty of Rs 467.15 lacs compared to the last year''s Rs 540.16 lacs.

Sugar Division : The crushing of sugarcane was higher to 7.11 lacs quintals compared to last year''s 5.38 lacs quintals, the production of sugar was also higher with recovery of 8.34% compared to last year''s 8.33%. Due to abnormal rise in sugarcane prices and other inputs it has resulted in loss during the year under review.

The crushing operations for the season 2013-14 started on 04-12-2013 which was continued for 79 days compared to the last year''s 63 days. Performance of the Sugar Division compared to last year is as under:

DETAILS 2013-14 2012-13

Start of Crushing Season 04.12.2013 26.11.2012

Close of Crushing Season 21.02.2014 28.01.2013

Cane Crushed (in lacs Qtls) 7.11 5.35

Recovery (%) 8.34 8.33

Sugar Production (in Qtls) 59,242 44,897

AGRICULTURE DIVISION :

Sugarcane is an agro product and is fully dependent on nature. As reported last year, yield from captive farms was less due to insufficient rain during the growth period of sugarcane. The supply of sugarcane from captive farms to the factory was less compared to last year.

Keeping in view the long term benefit, the company every year plants trees. This year about 25000 trees were planted and about 317000 trees are standing as on 31.03.2014 planted by the Company in last 23 years.

INDUSTRIAL STRUCTURE

The Sugar Mills in the Country have been bleeding for the past 3-4 consecutive years due to huge losses incurred by the mills in the production of sugar. The wide gap between the high cost of production and externally low net realization from sugar have severely impacted the bottom line of the sugar mills. Ex-mill prices of sugar continued to be weak and un-remunerative for the sugar mills. Between September 2012 to January 2014 the sugar price has fallen by almost Rs.7-8 a kg., which has completed up the cash flows resulting in mounting cane arrears of the farmers and unless the prices improve now the sugar industry would be in a severe financial mess. Keeping in view the mounting cane arrears Government of India had sanctioned export subsidy @ Rs,3300/- per ton on raw sugar export for the month of February and March, 2014.

Internal Control Systems : The Company has a well-defined organisational structure, authority levels, guidelines and manuals which provides adequate internal control systems at all levels to conduct business operations efficiently and to safeguard Company''s assets. The Company also has adequate budgetory control system and actual performance is monitored by the management consistently.

Human Resources : The Company believes that its employees are a vital resource in the current business environment. The Company is enjoying good and congenial industrial relations at all the Divisions of the Company. As on 31st March, 2014 the total permanent employees were 83 Nos.

CURRENT OUTLOOK

Marketing Division : The Company is the owner of ''Khaitan'' Brand and will earn income from royalty.

Sugar Division : Sugarcane is a remunerative crop and planted in moderate areas but due to high temperature and practically no rain for last 6 months it will have bad impact on the standing sugarcane crop. Prevailing market price of sugar is also less compared to the cost of production.

Agriculture Division: The only raw material for sugar industry is sugarcane. By this time practically there is no rain and has the adverse impact on standing crop. However, weather can''t be predicted. A significant variation in climatic condition can effect yield, recovery and profitability.

Risks & Concerns: Being cyclical in nature, sugar price remains volatile and realizations get adversely affected during a downturn coupled with higher cane price affect the financial position. Procurement of funds to meet working capital requirements and the payment of interest and principle with respect to loans availed. The other associated risk is soaring interest rates.

As Agriculture Division is exposed to nature and as such sugarcane cultivation is monsoon dependant, significant variation in climatic conditions can effect yield and recovery.

Fixed Deposits: Fixed Deposits from the public and employees accepted by the Company stood nil as on 31st March, 2014.

Auditors'' Report: The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further explanation. However, due to financial constraints and adverse condition of Sugar Industry instalments to financial institutions service tax amount and other payments were delayed, however the same have since been paid.

Deferred Tax Assets represent brought forward balances for earlier years which shall be written off in due course.

Your company taking steps to get the balance confirmation from Debtors Creditors Loan deposits capital advances against land, land rent etc. Your directors are taking action to get certification from banks.

Directors'' Responsibility Statement:

The Board of Directors of your Company confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed except AS-22.

2. That the Directors had 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 at the end of the financial year and of the profit of the Company for that period;

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance Report : A separate report on Corporate Governance is incorporated as a part of the Annual Report and the Auditors'' Certificate on compliance under Clause 49 of the Listing Agreement is annexed to the said report.

Directors : Mr. Sunil Krishna Khaitan and Mr. M K Jalan retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

In the terms of the provision of Companies Act 2013, all Independent Directors of the Company must be appointed in accordance with the new Act at a General Meeting of Company within one year of the commencement of the Act. Accordingly Mr. M. K. Jalan, Mr. A. K. Kedia and Dr. V. K. Rungta Independent Directors are recommended for confirmation of appointment as Independent Director for a period of 5 years as par provision of Companies Act 2013.

The detials of the Ditrecors being recommended for appointment and contained in the accompanying notice of the forthcoming Annual General Meeting.

Cost Auditors: In compliance to the Central Government Order, your Board has appointed M/s A B & Co. qualified Cost Accountants to carry out Cost Audit of the Cost Accounts maintained by the Company in respect of Sugar Division. This appointment has to be made at the beginning of each financial year. As such an application has already been forwarded to the Central Government to renew the appointment for the current financial year.

Auditors: M/s Chaturvedi & Co. Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Personnel: Particulars of employees as required under section 217(2A) of the Companies Act, 1956 is not required as no one is getting Rs 60 lacs a year or Rs 5,00,000/- per month employed for part of the year.

Other Information: The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

Acknowledgement: Your Directors place on record their appreciation for the continued co-operation and support extended by the Government of West Bengal, IDBI, Bank of Baroda, cane growers, suppliers, dealers, depositors and the shareholders.

For and on behalf of the Board

Kolkata the 30th May, 2014 Sunil K. Khaitan, Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Seventy Third Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

2009-10 2008-09

Rs./Lacs Rs./Lacs

Sales & Operating Income were 1771.30 1910.04

Profit for the year was - (158.75) (127.67)

From which is deducted

-Depreciation (158.86) (164.00)

- Provision for Fringe Benefit Tax - (3.00)

Leaving a Balance of (317.61) (294.67)

TO WHICH IS ADDED :

- Deferred Tax Assets - 205.90

- Income Tax for Earlier Years 0.67 (4.84)

- Prior Period Expenses (31.97) 71.44

- Profit Brought Forward from

Previous Years 654.86 677.03

Making an available surplus

of which is Carried 305.95 654.86

Forward to Next Year

DIVIDEND

In view of loss, Directors do not recommend any dividend for the year.

Directors Responsibility Statement:

The Board of Directors of your Company confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed except AS-15 and AS-22.

2. That the Directors had 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 at the end of the financial year and of the profit of the Company for that period.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance Report: A separate report on Corporate Governance is incorporated as a part of the Annual Report and the Auditors Certificate on compliance under Clause 49 of the Listing Agreement is annexed to the said report.

Directors : Mr. Sunil K. Khaitan and Mr. M. K. Jalan retire by rotation as the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Cost Auditors : In compliance to the Central Government Order, your Board has appointed M/s Prasad & Co. qualified Cost Accountants to carry out Cost Audit of the Cost Accounts maintained by the Company in respect of Sugar Division. This appointment has to be made at the beginning of each financial year. As such an application has already been forwarded to the Central Government to renew the appointment for the current financial year.

Auditors : M/s Chaturvedi & Co. Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Personnel : Particulars of employees as required under section 217(2A) of the Companies Act, 1956 are given in a separate annexures attached hereto and form part of the report.

Other Information : The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

Acknowledgement: Your Directors place on record their appreciation for the continued co operation and support extended by the Government of West Bengal, IDBI, Bank of Baroda, Cane Growers, Suppliers, Dealers, Depositors and the Shareholders.



Kolkata

the 23rd July, 2010

For and on behalf of the Baord

S K KHAITAN

Chairman

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