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Directors Report of Kitply Industries Ltd.

Mar 31, 2014

The Directors have pleasure in presenting the 31st Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

(Rs, in lacs)

Year ended Year ended 31st March, 2014 31st March, 2013

Turnover during the year 5051.01 6345.72

Loss Before Depreciation,

Interest and Taxation (-)410.79 (-)585.60

Add: Depreciation &

Amortization Expenses (-)90.08 (-)102.17

Add: Finance Cost 358.78 (-)475.38

Loss Before Taxation & --

Exceptional Items

Add/Less : Exceptional Items

Expenses ---

Income ---

Loss for the year (-)859.66 (-)1163.16

Earnings Per Share (2.52) (3.41)

DIVIDEND

In view of the losses, your Directors are unable to recommend any dividend for the financial year ended March 31, 2014.

REVIEW OF OPERATIONS

During the year under review, operations deteriorated further due to extreme paucity of working capital thereby resulting in complete stoppage of production in almost all the units of your Company. Your Company has recorded a turnover of Rs, 5056.75 lacs in comparison to that of Rs, 6513.95 lacs. The loss after taxation & exceptional items decreased to Rs, 859.66 lacs as againstRs, 1163.16 lacs in the preceding year due to more trading activities and reduced manufacturing attributable to lack of working capital.

BIFR

In view of mandatory provision of Section 15 of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), the company has made a reference there under to the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) for revival which has since been registered as Case No. 23/2012 and the matter is currently pending before the Hon'ble Appellate Authority of Industrial Financial Reconstruction (AAIFR).

NEW COMPANIES ACT, 2013

The Historic Companies Act, 2013 which replace more than five decades old Companies Act, 1956 was passed by the Parliament. The new Act provides major thrust on Compliance and Accountability from the Corporate Sector and will provide further transparency in the disclosures. Your Company is already taking steps to comply with the provision of the New Companies Act.

SHARE CAPITAL

During the year under report, authorized Share Capital of the Company isRs, 500,000,000 divided into 50,000,000 equity shares ofRs, 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, forming part of the Directors' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

DIRECTORS

Mr. Udayan Banerjee, Director of the Company resigned from the Board on May 15, 2014. The Board places on record its deep appreciation of the valuable services rendered during his tenure as a Director of the Company.

Mr. Sumit Kar was appointed by the Board as an Additional Non-Executive Director of your Company with effect from May 14, 2014.

Mr. Subhash Chandra Agarwala, Director of the Company resigned from the Board on April 04, 2014. The Board places on record its deep appreciation of the valuable services rendered during his tenure as a Director of the Company.

Mr. Mahesh Kumar Gupta was appointed by the Board as an Additional Non-Executive Director of your Company with effect from July 04, 2014.

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Pawan Kumar Goenka (DIN: 00090809) retire by rotation and is eligible for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, based on the representation received from the operating management, with respect to the Balance Sheet of the Company as at March 31, 2014 and the Profit & Loss Account for the year ended on that date (hereinafter collectively referred to as the 'Annual Accounts') your Directors confirm that -

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 or 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.

AUDITOR'S OBSERVATION

Observations of the Auditors, read together with the relevant Notes to the Accounts and Accounting Policies, are self- explanatory, as such; no further clarifications/explanations are required.

AUDITORS

M/s. Krishanu Bhattacharya Associates, Chartered Accountants, Statutory Auditors of the Company who retires at the annual general meeting and who has not sought reappointment ,to hold office for a term of 5 (Five) years from the conclusion of this Annual General Meeting. Accordingly, M/s S. MANDAL & Co., Chartered Accountants, (Registration No.- 314188E) be and are hereby appointed as Statutory Auditors of the Company in the place of M/s. Krishanu Bhattacharya Associates, as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting.

The operations of the Company do not require audit of cost accounts, in terms of the provisions of the Companies Act, 1956 read with the Rules made there under.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a separate section on Corporate Governance forming part of the Directors' Report and the Certificate from the Company's Auditors confirming compliance of Corporate Governance norms are included in the Annual Report.

LISTING WITH STOCK EXCHANGES

Our Company continues to remain listed with National Stock Exchange of India Limited and the Gauhati Stock Exchange Limited . The trading of equity shares of the company has been suspended w.e.f. 10.12.2013 at the National Stock Exchange and the management has taken steps for resumption of normal trading soon.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year under review.

DISCLOSURES

1. None of the employees of the Company were in receipt of remuneration during the year ended March 31, 2014 in respect of whom particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

2. Information as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as amended, is annexed hereto and forms part of this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and appreciation to all employees and business associates for their valuable contribution during the year. Your Directors also wish to thanks the members, investors, bankers, government authorities dealers, suppliers for their co-operation and support.

For and on behalf of the

Board of Directors

(P. K. Goenka)

Chairman & Managing Director

Place : Kolkata

Date : December 06, 2014


Mar 31, 2013

The Directors have pleasure in presenting the 30th Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

(Rs, in lacs)

Year ended Year ended 31st March, 2013 31st March, 2012

Turnover during the year 6345.72 7672.16

Loss Before Depreciation,

Interest and Taxation (-)585.60 (-)2143.94

Add: Depreciation &

Amortization Expenses (-)102.17 (-)113.30

Add: Finance Cost (-)475.38 (-)565.17

Loss Before Taxation & (-)2822.41

Exceptional Items

Add/Less : Exceptional Items

Expenses (-)7597.34

Income ---

Loss for the year (-)1163.16 (-)10419.75

Earnings Per Share (3.41) (30.54)

DIVIDEND

In view of the losses, your Directors are unable to recommend any dividend for the financial year ended March 31, 2013.

REVIEW OF OPERATIONS

During the year under review, operations deteriorated further due to extreme paucity of working capital thereby resulting in complete stoppage of production in almost all the units of your Company. Your Company, has recorded a turnover of Rs, 6513.95 lacs in comparison to that of Rs, 7919.01 lacs. The loss after taxation & exceptional items decreased to Rs,1163.16 lacs as against Rs, 10419.75 lacs in the preceding year due to more trading activities and reduced manufacturing attributable to lack of working capital.

BIFR

In view of mandatory provision of Section 15 of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), the company has made a reference there under to the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) for revival which has since been registered as Case No.23/2012 and determination of sickness is still pending before the Hon'ble Board.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, forming part of the Directors' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

DIRECTORS

Mr. Sujit Chakravoti, Director of the Company resigned from the Board on September 22, 2012. The Board places on record its deep appreciation of the valuable services rendered during his tenure as a Director of the Company

Mr. Subhas Chandra Agarwal was appointed by the Board as an Additional Non-Executive Director of your Company with effect from September 22, 2012.

Notice have been received from Member of the Company under Section 257 of the Companies Act, 1956 for the appointment of Mr. Subhas Chandra Agarwal as Director. Appropriate resolution seeking your approval for his appointment is appearing in the Notice Convening the ensuing Annual General Meeting of the Company.

Mr. Gaurav Goenka, Whole-Time Director of the Company resigned from the Board on March 18, 2013. The Board places on record its deep appreciation of the valuable services rendered during his tenure as a Director of the Company.

Pursuant to Article 107 of the Articles of Association of the Company, Mr. Sushil Kumar Sharma retires by rotation and being eligible, offers himself for re-appointment. The Board has recommended his re-election.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, based on the representation received from the operating management, with respect to the Balance Sheet of the Company as at March 31, 2013 and the Profit & Loss Account for the year ended on that date (hereinafter collectively referred to as the 'Annual Accounts') your Directors confirm that –

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company and of the loss of the Company;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Annual Accounts have been prepared on a 'going concern' basis.

AUDITOR'S OBSERVATION

Observations of the Auditors, read together with the relevant Notes to the Accounts and Accounting Policies, are self- explanatory, as such, no further clarifications/explanations are required.

AUDITORS

M/s. S. R. Batliboi & Co. Chartered Accountants, Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. Accordingly, it is proposed to re-appoint them as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting.

The operations of the Company do not require audit of cost accounts, in terms of the provisions of the Companies Act, 1956 read with the Rules made there under.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, a separate section on Corporate Governance forming part of the Directors' Report and the Certificate from the Company's Auditors confirming compliance of Corporate Governance norms are included in the Annual Report.

LISTING WITH STOCK EXCHANGES

Your Company continues to remain listed with National Stock Exchange of India Limited and the Gauhati Stock Exchange Limited and listing fee for the current financial year to both

these exchanges has been paid by the Company.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year under review.

DISCLOSURES

1. None of the employees of the Company were in receipt of remuneration during the year ended March 31, 2013 in respect of whom particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

2. Information as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as amended, is annexed hereto and forms part of this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and appreciation to all employees and business associates for their valuable contribution during the year. Your Directors also wish to thanks the members, investors, bankers, government authorities, dealers, suppliers for their co-operation and support.

For and on behalf of the Board of Directors

Place : Kolkata (P K Goenka)

Date : May 30, 2013 Chairman & Managing Director

 
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