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Directors Report of NTC Industries Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasures in presenting the 24th Annual Report together with the Audited Statements of Accounts for the financial year ended 31st March 2015.

Financial Highlights

The financial results of the Company during the year are given below:

(Rs. In Lacs) PartiCuiarS Standalone Consolidated Financial Financial Financial Year Year Year 2014 - 15 2013 - 14 2014 - 15

1. a) Income from operations 2302.95 2323.17 2510.92

b) Other income 190.88 123.36 191.19

2. Expenses 2252.12 2033.38 2256.10

Profit/(Loss) before interest and depreciation 241.71 413.15 446.01

Less: a) Finance Cost 60.24 104.53 92.10

b) Depreciation 84.30 125.34 110.90

Profit/(Loss) before Exceptional Items 97.17 183.28 243.01

Add: Exceptional Items - - -

Profit/(Loss) before taxation 97.17 183.28 243.01

Less: Provisions for current tax, deferred tax and tax (25.60) 58.35 10.40 adjustments for earlier years

Profit/(Loss) After Tax 122.77 124.93 232.61

Add: Balance brought forward from last year 1569.34 1444.41 1569.34

Less: Amount transferred to Reserves -- -- --

Balance carried to the Balance Sheet 1692.11 1569.34 1801.95

EPS (in Rs. )

(a) Basic & Diluted EPS before 1.14 1.16 1.16 extraordinary items

(b) Basic & Diluted EPS after 1.14 1.16 1.16 extraordinary items

Dividend

In order to conserve existing resources of the Company, your directors do not recommend any dividend for the financial year 2014-15.

Reserves

The Company has not proposed any transfer to its Reserves

Review of operations

The fiscal year 2014-15 was a year full of struggle for the cigarette industry and in particular for the Company as it had to face many variable constraints from marketing to the regulatory authority. Despite facing stiff competition in market, hike in the duties on the cigarettes and rise in prices of the raw materials, your company has still managed to maintain the same performance as compared to last year.

During the year under review, the Company has promoted 4 new wholly owned subsidiaries and shifted some of its land bank and buildings into them which resulted reduction in PBT from Rs. 97.17 Lacs as compared to 183.28 Lacs in the financial year 2013-14. However, Your Company's total turnover from cigarettes business has increased to Rs.2607.85 Lacs as compared to Rs. 1982.02 Lacs in the financial year 2013-14. Exports sales also increase to 1549.55 Lacs from Rs. 900.84 Lacs and domestic sales increased to Rs. 1058.29 Lacs from Rs. 966.16 Lacs. The Consolidated PBT stands at Rs. 243.01 Lacs.

Change in nature of business, if any

During the year, there was no change in the nature of business of the Company.

Subsidiaries, Joint Ventures And Associate Companies

During the year under review, your company has incorporated 4 new wholly owned subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement of the Company and all its subsidiary and associate companies, which is forming part of the Annual Report.

The Annual accounts of the subsidiary will be kept at the Registered Office of the Company and also at the Registered Office of the subsidiary companies and will be available to the investors seeking information at any time during the working hours of the Company except Saturday. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at our website at www.ntcind.com.

The Company does not have any Joint Venture or Associate company.

Pursuant to proviso to Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

The Company has also formulated a Policy for determining material subsidiaries as approved which can also be accessed on the Company's website at the link:

http://www.ntcind.com/pdf/STLD/ntc%20Policv%20on%20Material%20 Subsidiarv.pdf

Directors:

A. Details of Directors and Key Managerial Personnel Appointment of Independent Directors:

At the Annual General Meeting of the Company held on 5th September, 2014, the Members of the Company appointed Mr. Gaurav Somani (DIN: 06368949), Sri Ravi Prakash Pincha (DIN 00094695) and Sri Dilip Chakraborty (DIN : 01839950) as Independent Directors under the Act for a term of up to 31st March, 2019.

Appointment of Non- Independent Directors:

The Board of Directors have re-appointed Mr. Nilotpal Deb as the Managing Director of the Company w.e.f 14.02.2015 for a period of 1(One) year subject to the approval of members in the ensuing Annual General Meeting of the Company.

As per the provisions of Section 149(1) of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement, the Company is required to have atleast one Woman Director on its Board. The Company complies with the aforesaid requirement with the appointment of Miss Vembi Krishanamurthy Radha as a non-executive Non-Independent woman Director who is liable to retire by rotation on the board.

Retirement By Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Nilotpal Deb, Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

A brief profile of the above Directors seeking appointment/re-appointment required under Clause 49 of the Listing Agreement is given in the Notice of AGM.

Statement on Declaration Given By Independent Directors Under Sub- Section (6) of Section 149:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Key Managerial Personnel:

The Board of Directors of the Company in their meeting held on 29th May, 2014 approved the continuation of office of the existing KMP, Mr. Prem Chand Khator as the Chief Financial Officer of the Company and Mr. Sunil Kumar Varma as Company Secretary cum Compliance Officer of the Company.

Your Board of Directors is of opinion that the continued association of the above directors with the Company will be beneficial to the Company and hence recommend their re-appointment for approval of the members.

B. Nomination & Remuneration Policy

The Board of Directors have framed a policy which lays down a framework in relation to appointment, remuneration and other matters provided in Section 178(3) of the Act for Directors, Key managerial Personnel and senior Management Personnel of the Company. The same has been enclosed as an annexure "A".

C. Board evaluation

The Board of Directors have carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreement ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors held on 31.03.2015, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

D. Familiarisation Programme:

The Company has devised a programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the same has been put up on the website of the Company at the link:

http://www.ntcind.com/pdf/STLD/ntc%20Familiarisation%20programme.pdf

Committees

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Share Transfer cum Stakeholders Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Auditors and Explanation to Auditor's Remarks Statutory Auditors

M/s S. M. Daga & Co, Chartered Accountants were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 5th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Accordingly, the Board recommends to the Members of the Company for ratification of the appointment of M/s S. M. Daga & Co, Chartered Accountants as the Statutory Auditors of the Company for the financial year 2015-16. In this regard, M/s S. M. Daga & Co, Chartered Accountants have submitted their written consent that they are eligible and qualified to be continue as Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Auditors' Report to the shareholders for the year under review does not contain any qualifications or adverse remarks. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

The Board has appointed Mr. Ram Mohan Goenka of M/s MR & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as annexure "B" to this Report.

Explanation to the Observation raised in the Secretarial Audit Report

The Secretarial Audit Report contains an observation as follows:

Observation: Suit had been filed by shareholders of the Company in Sealdah Civil & Criminal Court against Resolution passed in pursuance of Section 180(1)(a) and 180(1)(b) of the Companies Act, 2013 and the matter is subjudice.

Board Reply: On 05.01.2015 some minority shareholders had filed a suit against the Company in the court of Learned Fourth Civil Judge (Junior Division) at Sealdah, West Bengal. Since the matter is subjudice in the court, any disclosures given at this moment would be prejudicial to the interest of the company and that of the stakeholders.

Extract of the Annual Return

The details forming part of the extract of Annual Return in form MGT-9 as required under section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed hereto as annexure "C".

Number of meetings of the Board of Directors

During the financial year 2014-15 Board Meetings were convened and held details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

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

(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 the statement of profit and loss 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Loans, Guarantees and Investments under Section 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to standalone financial statement.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement by the Company during the financial year were in the ordinary course of business and on an arm's length basis.

There are no materially 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.

The details of the related Party transaction in Form AOC-2 is enclosed and marked as Annexure "D".

All related party transactions are placed before the Audit Committee for its approval. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed under Note No 2.29 of the Standalone Financial Statements.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board. The same can be accessible on the Company's website at the link:http://www.ntcind.com/pdf/STLD/ntc%20Policv%20on%20Material%20 Subsidiarv.pdf



Management Discussion and Analysis

A separate report on Management Discussion and Analysis containing a detailed analysis of the Company's performance as per Clause 49 of the Listing Agreement is annexed hereto.

Corporate Governance

A separate report on Corporate Governance along with the Certificate from the Auditors of the Company for its due compliance is annexed hereto, forming part of this Annual Report.

A certificate of the CEO and CFO of the Company in terms of sub-clause (v) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statement, adequacy of the internal control measures and reporting of the matters to the Audit Committee is also annexed.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in annexure "E" to this Report.

Risk Management Policy

Your Company has developed and implemented a Risk Management framework which consist of Plan & Policies pursuant to requirement of the provisions of Section 134(3)(n) of the Companies Act, 2013 read with Clause 49(VI) of the Listing agreement.

In this ever changing economic environment, your company is exposed to various risks such as market risk, financial risk, liquidity risk, principally interest rate risk, credit risk and risks associated with the economy, regulations, competition among others. The aforesaid Risk Management framework helps in identifying, assessing, monitoring and mitigation of various risks to key business objectives. The Audit Committee of the company periodically review and evaluate overall risk management framework to ensure that the executive management controls the risk as per decided policy.

The risk management issues are discussed in detail in the Management Discussion and Analysis.

Adequacy of Internal Financial Controls

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

Vigil Mechanism

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: http://www.ntcind.com/pdf/STLD/ntc%20Vigilance%20Mechanism.pdf).

Human Resources

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.

Particulars Of Employees

Details pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as annexure "F".

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Health, Safety and Environmental Protection

Your Company has complied with all the laws applicable to the Company. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

Deposits

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Details of Significant & Material Orders Passed By The Regulators or Courts or Tribunal There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

^Disclosures Under Sexual Harassment of Women At Workplace (Prevention. Prohibition & Redressal) Act. 2013

An Internal Complaints Committee has been constituted under the Anti Sexual Harassment Policy approved by the Board of Directors of the Company, which provides a forum to all female personnel to lodge complaints (if any) therewith for redressal.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Board is grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. Your Directors also wish to place on record their appreciation for the whole-hearted co-operation, dedication, commitment and contribution made by all the employees and look forward to their continued support. Inspired by this vision, driven by values and powered by internal vitality, your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

For & on behalf of the Board Nilotpal Deb Ravi Prakash Pincha Managing Director Director Place: Kolkata Date : 30th Day of May, 2015


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report together with the Audited Statement of Accounst forthe financial year ended 31st March 2014.

Performance Highlights

The financial results of the Company during the year are given below:

(Rs. In Lacs)

Particulars Financial Year Financial Year 2013-14 2012-13

1. a) Income from operations 2323.17 4476.78

b) Other income 123.36 147.50 2. Expenses 2033.38 4132.89

Profit before interest and depreciation 413.15 491.39

Less: a) Finance Cost 104.53 155.21

b) Depreciation 125.34 109.66

Profit/ (Loss) before Exceptional Items 183.28 226.52

Add: Exceptional Items

Profit before taxation 183.28 226.52

Less:- Provisions for current tax, deferred tax and tax 58.35 56.19 adjustments for earlier years

Profit (Loss) After Tax 124.93 170.33

Add: Balance brought forward from last year 1444.41 1274.08

Less: Amount transferred to Reserves

Balance carried to the Balance Sheet 1569.34 1444.41

Review of operations

The financial year under review was a challenging year due to sluggish economic scenario resulting into slump in demand. Steep hike in excise duty in the union budget 2013 and increase in the price of raw materials made cigarette consumption more costly which resulted in the volume decline.

During the year under review, leaf tobacco trading business stopped due to low margin & volume and due to this the company''s financial performance has been adversely affected both in terms of profitability and revenue. Your company''s total turnover declined to Rs. 1982.02 Lacs as compared to Rs. 4,822.30 Lacs in the financial year 2012-13. YourCompany''s PBTfell atRs. 183.28 Lacs as compared toRs.226.52 Lacs in the financial year 2012-13. Exports sales fell to Rs. 900.84 Lacs from Rs. 1739.37 Lacs and domestic sales fell to Rs. 966.16 Lacs from Rs. 1368.81 Lacs.

Dividend

In order to meet its growing funds requirement, and conserve its resources and to plough back its entire profit into the expansion activities, the directors have decided not to recommend dividend for the financial year 2013- 14.

Management Discussion and Analysis

A separate report on Management Discussion and Analysis containing a detailed analysis of the Company''s performance as per Clause 49 of the Listing Agreement is annexed hereto.

Corporate Governance

A separate report on Corporate Governance along with the Certificate from the Auditors of the Company for its due compliance is annexed hereto, forming part of this Annual Report. A certificate of the CEO / CFO of the Company in terms of sub-clause (v) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statement, adequacy of the internal control measures and reporting of the matters to the Audit Committee is also annexed.

Directors "

In order to align the term of existing Independent Directors with the provisions of the Companies Act, 2013, the Board of Directors in their meeting held on 29th May, 2014 has proposed the appointment of Mr. Ravi Prakash Pincha, Mr. Dilip Chakraborty and Mr. Gaurav Somani as Independent Directors of the Company for a term upto 31st March, 2019, subject to the approval of the members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company Mr. Dilip Chakraborty, Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

The Board of Directors have appointed Mr. Nilotpal Deb as the Managing Director of the Company we.f 14.02.2014 for a period of 1(One) year subject to the approval of members in the ensuing Annual General Meeting of the Company.

Your Board of Directors is of opinion that the continued association of the above directors with the Company will be beneficial to the Company and hence recommend their re-appointment for approval of the members.

Mr. Naresh Chandra Chakraborty ceased to be the Managing Director of the Company we.f 14th February, 2014. The Board places on record its gratitude for the services rendered by Mr. Naresh Chandra Chakraborty during his tenure as member of the Board.

Human Resources

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.

Particulars of Employees : UM

Presently your Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

Health, Safety and Environmental Protection

Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

Subsidiary Company

The company does not have any subsidiary company as on 31 st March 2014.

Directors'' responsibility statement

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm:-

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. That 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 that period;

3. That 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;

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

Auditors

The Board of Directors of the Company, based on the recommendation of the Audit Committee, proposes the re- appointment of M/s S. M. Daga & Co., Chartered Accountants, as statutory auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, have offered themselves for re-appointment. M/s S. M. Daga & Co have signified their consent, in writing, for such appointment along with a certificate stating that their appointment, if made, shall be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

Auditors'' observation

There are no reservations, qualifications or adverse remarks contained in Auditors'' Report attached to the Balance Sheet as at 31st March, 2014.

Public deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58 (A) of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms a part of this Report.

Acknowledgments

Your Directors wish to place on record their deep sense of appreciation to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Board is grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. Your Directors are also wish to place on record their appreciation for the whole-hearted co-operation, dedication, commitment and contribution made by all the employees and look forward to their continued support. Inspired by this vision, driven by values and powered by internal vitality, your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

For & on behalf of the Board Nilotpal Deb Ravi Prakash Pincha

Managing Director Director

Place: Kolkata

Date: 29th Day of May, 2014


Mar 31, 2013

The Directors are pleased to present the 22nd Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2013.

PERFORMANCE HIGHLIGHTS

The financial results of the Company during the year are given below :

(Rs. In Lacs)

Financial Year Financial Year

PartlCUlarS 2012-2013 2011-2012

a) Income from Operations 4,476.78 3,976.05

b) Other Income 147.50 40.37

2. Expenses 4,132.89 3,817.19

Profit before Interest and Depreciation 49.39 199.23

Less: a) Finance Cost 155.21 71.97

b) Depreciation 109.66 98.11

Profit/(Loss) before Exceptional Items 22.52 29.15

Add : Exceptional Items

Profit before Taxation 22.52 29.15

Less: Provisions for Current Tax, Deferred Tax and Tax adjustments for earlier years 56.19 1.32

Profit (Loss) after tax 170.33 27.83

Add : Balance brought forward from last year 1,274.08 1,246.25

Less: Amount transferred to Reserves

Balance carried to the Balance Sheet 1,444.41 1,274.08

REVIEW OF OPERATIONS

The financial year under review was a year of opportunities coupled with challenges. The performance of the Company was commendable both in terms of profitability and revenue. The Company has achieved highest ever level of production and sales of cigarettes.

During the year under review, your Company achieved total turnover of Rs. 4,822.30 Lacs as compared to Rs. 4,177.09 Lacs reflecting strong growth of 15.45%. But the major evolution came in the exports sales where your Company achieved a praiseworthy escalation of 274.94%. The export sales increased to Rs. 1,739.37 from Rs. 463.91. Your Company has also shown uptrend in domestic sales as well and has earned a growth of 14.29% by registering sales of Rs. 1,368.81 to Rs. 1,197.65. However, the sales in Stock in Trade have suffered by 31.88% due to overall dismal market scenario.

Your Company always endeavours to provide good quality at affordable pricing to its customers. Use of modern technology in its factories and consistent improvement in its manufacturing and procuring process, enabled your Company to offer new brand of cigarettes of 64 mm size at a reasonable price.

During the year under review, the Company has not brought any changes in its accounting policies.

More details about the business and operations of your Company are provided in the Management Discussion and Analysis Report, forming part of the Annual Report.

DIVIDEND

The Company has ongoing need of financial resources, for the purpose of expansion activities. In order to meet its growing funds requirement, and conserve its resources and to plough back its entire profit into the expansion activities, the directors have decided not to declare dividend for the current year.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis containing a detailed analysis of the Company''s performance as per Clause 49 of the Listing Agreement is annexed hereto.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Certificate from the Auditors of the Company for its due compliance is annexed hereto, forming part of this Annual Report. A certificate of the CEO and CFO of the Company in terms of sub-clause (v) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statement, adequacy of the internal control measures and reporting of the matters to the Audit Committee is also annexed.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Sri Ravi Prakash Pincha, Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment. Your Board of Directors is of opinion that his continued association with the Board of Director of the Company will be beneficial to the Company and hence recommend his re-appointment.

The Board of Directors have appointed Sri Naresh Chandra Chakraborty as the Managing Director of the Company w.e.f. 12.11.2012 for a period of 1 (One) year subject to the approval of members in the ensuing Annual General Meeting of the Company.

Sri Dilip Chakraborty and Sri Gaurav Somani were appointed as Additional Directors of the Company with effect from 8th August, 2012 and 15th November, 2012 respectively. They holds office upto the date of the ensuing Annual General Meeting. Notices have been received from members of the Company under Section 257 of the Act proposing their candidature for the office of Directors liable to retire by rotation.

Sri Lawrence Baptist Fernandes ceased to be the Managing Director and CEO of the Company w.e.f. 11th November, 2012. Sri Mahendra Pratap Singh and Sri Manish Jain ceased to be the Directors of the Company w.e.f. 21st November, 2012. The Board places on record its gratitude for the services rendered by Sri Lawrence Baptist Fernandes, Sri Mahendra Pratap Singh and Sri Manish Jain during their tenure as member of the Board.

HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year. Presently your Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company as on 31st March 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that 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;

3. that 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;

4. that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s S. M. Daga & Co., Chartered Accountants, as statutory auditors of the Company hold office until the conclusion of the ensuing Annul General Meeting, and being eligible, have offered themselves for re-appointment and have further confirmed that the said re-appointment will be in conformity with the provisions of Section 224 (IB) of the Companies Act, 1956. The Audit Committee has recommended their re- appointment.

In compliance with the Order of the Central Government, your Board of Directors has appointed M/s. D. K. Lodha & Co., Cost Accountants to carry out the Cost Audit of your Company for the financial year ended March 31, 2014 in respect of cigarettes manufactured by the Company. Necessary application will be made to the Central Government seeking approval to the appointment of the Cost Auditors for the financial year ending March 31, 2014.

AUDITORS''OBSERVATION

There are no reservations, qualifications or adverse remarks contained in Auditors'' Report attached to the Balance Sheet as at 31st March, 2013.

PUBLIC DEPOSIT

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58 (A) of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms a part of this Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Board is grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. Your Directors are also wish to place on record their appreciation for the whole-hearted co-operation, dedication, commitment and contribution made by all the employees and look forward to their continued support.

For & on behalf of the Board

Naresh Chandra Chakraborty

Managing Director

Place :Kolkata Ravi Prakash Pincha

Date :30th Day of May, 2013 Director


Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report and audited accounts for the year ended 31st March 2012. Performance Highlights (Rs in Lacs)

Particulars Financial Year Financial Year 2011-2012 2010-2011

1.a) Income from operations 3,976.05 1,516.01

b) Other income 40.37 79.44

2.Expenses 3,817.19 1,447.24 Profit before interest and depreciation 199.23 148.21

Less: a) Finance cost 71.97 35.94

b) Depreciation 98.11 95.67

Profit/(Loss) before Exceptional items 29.15 16.60

Add: Exceptional items - 2.28

Profit before taxation 29.15 18.88

Less: Provisions for current tax, deferred tax and tax 1.32 7.51 adjustments for earlier years

Profit (Loss) After Tax 27.83 11.37

Add: Balance brought forward from last year 1,246.25 1,234.88

Balance carried to the Balance Sheet 1,274.08 1,246.25

Review of operations

During the year under review, the Company has shown an outstanding performance in sales. Sales from tobacco undertaking increased by 121.24% to Rs4,177.09 Lacs as compared to Rs1,888.04 Lacs during the preceding year.

During the year under review, the Company has not brought about any changes in its accounting policies.

More details about the business and operations of your Company are provided in the Management Discussion and Analysis Report, forming part of the Annual Report.

Dividend

Due to inadequate profit after tax and fund requirement for modernization of Plant and Machinery, your directors are unable to recommend any dividend for the financial year 201 1 -2012.

Management Discussion and Analysis

A separate report on Management Discussion and Analysis as per Clause 49 of the Listing Agreement is annexed hereto.

Corporate Governance

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, as provided under the amended Clause 49 of the Listing Agreement with the stock exchanges, are complied with.

A separate report on Corporate Governance along with the Auditors'

Certificate for its due compliance is annexed hereto, forming part of this Annual Report. A certificate of the CEO and CFO of the Company in terms of sub-clause (v) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statement, adequacy of the internal control measures and reporting of the matters to the Audit Committee is also annexed.

Directors

There are no changes in the Board of Directors of the Company during the year.

Mr. Manish Jain and Mr. Naresh Chandra Chakraborty, Directors of the Company, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

Your Directors recommend their reappointment.

None of the Directors of your Company is disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956.

Particulars of employees

The Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

Subsidiary Company

The Company does not have any subsidiary company as on 31st March 2012.

Directors' responsibility statement

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm:-

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that 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;

3. that 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;

4. that the Directors have prepared the annual accounts on a going concern basis;

Auditors

M/s S. M. Daga & Co., Chartered Accountants, as statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, have offered themselves for re- appointment and have further confirmed that the said reappointment will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956. The Audit Committee has recommended their reappointment.

Auditors' observation

There are no reservations, qualifications or adverse remarks contained in Auditors' Report attached to the Balance Sheet as at 31st March 2012.

Public deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58 (A) of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms a part of this Report.

Acknowledgements

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the wholehearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For & on behalf of the Board

Lawrence Baptist Fernandes

Managing Director

Naresh Chandra Chakraborty

Director

Place: Kolkata

Date: 28th May 2012


Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report and audited accounts for the year ended 31st March 2010.

Performance Highlights (Rs. in Lacs)

Financial Year Financial Year Particulars 2009-2010 2008-2009

Income from operations 911.74 3821.66

Other income 453.77 369.22

Profit before interest and depreciation 132.71 611.32

Less: a) Interest 6.14 173.03

b) Depreciation 105.17 146.93

Profit before taxation 21.40 291.36

Less:- Provisions for current tax and deferred tax 42.44 22.44

Profit (Loss) After Tax (21.04) 268.92

Add: Balance brought forward from last year (Net of reserves 1255.92 2120.15

transfer on demerger of Real Estate Undertaking)

Balance available for appropriation 1234.88 2282.54

Less: Appropriations

a) Provision for proposed dividend on equity shares - - - 53.75

b) Provision for dividend tax - - - 9.13

c) Transfer to general reserves - - - 100.00

Balance carried to the Balance Sheet 1234.88 2119.66

Review of operations

During the year under review, the Companys Sales from Tobacco Undertaking decreased by 19.48% to Rs.911.74 Lacs as compared to Rs.1132.31 Lacs during the preceding year.

During the year under review, the Company has not brought any changes in its accounting policies.

More details about the business and operations of your Company are provided in the Managements discussion and analysis report, forming part of the Annual Report.

Dividend

As there is a loss after tax, your directors are unable to recommend any dividend for the financial year 2009- 2010.

Demerger

The Scheme of Arrangement of the Company with RDB Realty & Infrastructure Limited was approved by the Honble High Court of Calcutta, vide Order dated 12/04/2010. The Certified copy of the order of the Honble High Court was filed with the Registrar Of Companies, West Bengal under Section 391(2) & 394 of the Companies Act, 1956 on 24/05/2010. In order to allot shares to the shareholders of the company by the resulting company the Company will fix a Record Date for determining the Shareholders entitlements to the shares in resulting company in terms of the said Scheme. The Share Exchange Ratio being fixed as 1:1.

Management Discussion and Analysis

A separate report on Management Discussion and Analysis as per Clause 49 of the Listing Agreement with the stock exchanges is annexed hereto.

Corporate Governance

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, as provided under the amended Clause 49 of the Listing Agreement with the stock exchanges, are complied with.

A separate report on Corporate Governance along with the Auditors Certificate for its due compliance is annexed hereto, forming part of this Annual Report.

Directors

Mr. Manish Kumar Jain and Mr. Krishna Gopal Sinha, Independent Directors, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Your Directors recommend the above appointment/re-appointment.

None of the Directors of your Company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956.

Particulars of employees

The Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

Subsidiary Company

The audited accounts for the financial year ended on 31/03/2010 of the subsidiary company RDB Realty & Infrastructure Limited is enclosed herewith.

Directors responsibility statement

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm:- 1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that 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;

3. that 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;

4. that the Directors have prepared the annual accounts on a going concern basis;

Auditors

M/s S. M. Daga & Co., Chartered Accountants, as statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, have offered themselves for re- appointment and have further confirmed that the said re-appointment will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956. The Audit Committee has recommended their re- appointment.

Auditors observation

Observations of the auditors when read together with relevant notes on accounts and accounting policies are self-explanatory and do not require any further comments.

Public deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58 (A) of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms a part of this Report.

Acknowledgements

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.



For & on behalf of the Board



S. L. Dugar Chairman & Managing Director

Place: Kolkata Date: 29.05.2010

 
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