Mar 31, 2016
Directors'' Report
To The Shareholders,
The Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31st March, 2016:
FINANCIAL RESULTS : (Amount in Rs,)
2015-16 |
2014-15 |
|
Profit / (Loss) before Depreciation & Taxation |
2,60,36,933 |
1,77,04,298 |
Less : Depreciation and Amortization Expense |
1,11,55,506 |
90,42,649 |
Tax Expenses: |
||
- Current Tax |
45,76,000 |
64,50,000 |
- Deferred Tax |
(64,19,803) |
(5,59,411) |
- For Earlier years |
3,71,277 |
8,58,377 |
1,63,53,953 |
19,12,683 |
|
Add : Brought Forward Profit |
9,38,32,686 |
9,35,33,838 |
Profit available for appropriation |
11,01,86,639 |
9,54,46,521 |
Appropriations: |
||
Earlier years depreciation adjustment due to change in the method (Net of tax) |
- |
3,13,071 |
Proposed Dividend |
17,29,200 |
10,80,750 |
Tax on Dividend |
3,52,024 |
2,20,014 |
Transfer to General Reserve |
10,00,000 |
- |
Balance carried to Balance Sheet |
10,71,05,415 |
9,38,32,686 |
11,01,86,639 |
9,54,46,521 |
DIVIDEND :
Your Directors have recommended a dividend @ 8 % i.e. Rs, 0.80 per equity share of Rs, 10/- each for the financial year ended 31st March, 2016 amounting to Rs, 20,81,224/- (Inclusive of tax of Rs, 3,52,024/-). The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.
TRANSFER TO RESERVE :
The Directors propose to transfer a sum of Rs, 10,00,000/- to General Reserve for the year ended 31st March, 2016. OPERATIONS AND STATE OF COMPANY''S AFFAIRS :
The Company''s Revenue from operations has increased from Rs, 2748.68 lacs in 2014-15 to Rs, 3542.82 lacs in 2015-16. Sale of Beverages has increased from Rs, 2415.30 lacs in 2014-15 to Rs, 3334.69 lacs in 2015-16, showing an increase of 38%. Profit after tax for 2015-16 is Rs, 163.54 lacs against Rs, 19.13 lacs in 2014-15. There was an effect of re-statement of the Financial Statement of the Company for the financial year 2012-13 on the profit of the Company for the financial year 2014-15 amounting to Rs, 117 lacs in respect of certain Auditors'' qualifications as per instructions received from M/s. BSE Ltd. During the year under review, corresponding increase in the profit with the increase in sales could not be achieved due to decrease in the rental income of the Company pursuant to expiry of leasehold rights in a property, increased finance cost for putting up a new plant and increased cost of manpower. The results of full working of new plant will be reflected in the current year only. Hence profit for the year has not increased in proportion to increase in sales.
The Company had started trading of an energy drink "Bisleri Urzza" in the financial 2014-15 and was in the process of putting up a new plant at Sankrail, Howrah, West Bengal for the manufacture of said "Bisleri Urzza". However the market response for the said energy drink "Bisleri Urzza" was not up to the expectations of the Company. In the meantime M/s Bisleri International Pvt. Ltd. has launched some new soft drink products namely (I) SPYCI, (II) FONZO, (III) LIMONATA and (IV) PINACOLADA. The Company has decided not to go for manufacturing energy drink "Bisleri Urzza" and in lieu of that to go for manufacturing new soft drink products launched by M/s Bisleri International Pvt. Ltd. at its said new plant. Accordingly the Company as franchisee of M/s Bisleri International Pvt. Ltd. has commenced commercial production of said soft drinks at its new plant at Sankrail, Howrah, West Bengal with effect from 24th February, 2016. During the year under review, the new plant was operational for a part of the year and results of full working of the new plant as well as new products will be reflected in the current year only.
Leasehold rights of the Company in a property situated at 50, Chowringhee Road, Kolkata has expired on 30th September, 2015 as per terms of lease and the Company has handed over the property to the landlord or their nominee(s), as a result rental income of the Company for the year under review has decreased. Real Estate Business is stable as in earlier years. Renewal of tenancy of one tenant is due with effect from 01.09.2012 and the Company expects a good increase in its rental income from the said renewal. With the present Real Estate activities, the Directors hope for a better year ahead in the current year, subject to stable market conditions.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 is attached with this Report and marked as Annexure - I.
EXTRACT OF ANNUAL RETURN :
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for the year ended 31st March, 2016 in the prescribed Form MGT- 9 is attached with this Report and marked as Annexure - II.
DIRECTORS :
Sri Vivek Vardhan Agarwalla (DIN: 00674395) has been appointed as an Additional Director of the Company in the category of an Independent Director with effect from 22nd March, 2016. He shall holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his appointment as Independent Director of the Company.
In the opinion of the Board, Sri Vivek Vardhan Agarwalla fulfils the conditions for appointment as Independent Director. Sri Narendra Kumar Poddar (DIN: 00304291), Whole Time Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Appropriate resolutions for their appointment are being placed for consideration of the members at the ensuing Annual General Meeting.
None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. DECLARATION UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013 :
The Company has received declarations from Dr. Gora Ghose (DIN: 00217079), Sri Anil Kumar Poddar (DIN: 00304837) and Sri Vivek Vardhan Agarwalla (DIN: 00674395) that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.
FORMAL ANNUAL EVALUATION :
The Nomination and Remuneration Committee of the Board has devised criteria for evaluation of the performance of Directors. The Board has evaluated its own performances and that of its Committees and all individual directors i.e. both Independent and Non Independent. All the Directors of the Company are found to be persons of having knowledge and experience in their respective area and their association with the Company is considered to be beneficial to the Company.
COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS :
The Board of Directors of the Company has adopted a Remuneration Policy in consultation with its Nomination and Remuneration Committee for determining qualifications, positive attributes and independence of a directors and criteria for directors'' appointment and remuneration.
The main features of the Policy are as follows:
- The Company while constituting the Board shall draw members from diverse fields such as finance, law, administration, management, marketing, manufacturing, corporate governance, operations or other disciplines related to the Company''s business. There shall be no discrimination on the basis of gender, while determining the Board composition.
- A Director shall be a person of integrity, who possesses relevant expertise and experience. He/she shall uphold ethical standards of integrity and probity and act objectively and constructively. He/she shall exercise his/her responsibilities in a bona-fide manner in the interest of the Company. Devote sufficient time and attention to his/her professional obligations for informed and balanced decision making. Assist the Company in implementing the best corporate governance practices.
- The objective of the policy is to have a compensation framework that will reward and retain talent.
- The remuneration will be such as to ensure that the correlation of remuneration to performance is clear and meets appropriate performance benchmarks.
KEY MANAGERIAL PERSONNEL :
Pursuant to Section 203 of the Companies Act, 2013 following officials are the Key Managerial Personnel of the Company:
i. Sri Narendra Kumar Poddar, Chairman;
ii. Sri Akshat Poddar, Managing Director;
iii. Sri Ballabha Das Mundhra, Executive Director;
iv. Sri Arun Kumar Singhania, Chief Financial Officer; and
v. Sri Jiyut Prasad, Company Secretary.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :
The Board of Directors met 9(Nine) times during the year under review. The dates of such meetings were 29th May, 2015, 28th July, 2015, 13th August, 2015, 29th September, 2015, 13th November, 2015, 28th January, 2016, 11th February, 2016, 22nd March, 2016 and 26th March, 2016.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to the provisions of Section 134(5) the Companies Act, 2013, the Directors hereby confirm and state that:
i. In the preparation of annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures,
ii. They have selected such accounting policies and applied them consistently and made judgment 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;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS :
M/s Tiwari & Co., Chartered Accountants, were appointed as Statutory Auditors for a period of 3(three) years at the 53rd Annual General Meeting of the Company held on 22nd September, 2014 to hold office till the Annual General Meeting to be held in the financial year 2017-18, subject to ratification by shareholders at every Annual General Meeting. M/s Tiwari & Co., Chartered Accountants, has confirmed their willingness and eligibility in terms of the provisions of Section 141 of the Companies Act, 2013; the Chartered Accountants Act, 1949 and the rules or regulations made there under to continue as Auditors of the Company. The Board recommends ratifying their tenure of M/s Tiwari & Co. from conclusion of the ensuing Annual General Meeting till conclusion of the next Annual General Meeting.
AUDITORS'' REPORT :
The Independent Auditor''s Report for the financial year ended 31st March, 2016 do not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDIT :
Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Sri Manoj Prasad Shaw of M/s Manoj Shaw & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2015-16. The Secretarial Auditors'' Report received from said Auditors, forms part of this Report and marked as Annexure - III.
Board''s explanations to the observations or qualifications made by the Secretarial Auditors:
- Regarding delayed appointment of ''Woman Director'' pursuant to Section 149(1) of the Companies Act, 2013- The Company was looking for a suitable candidate for appointment as ''Woman Director'' and the Company ultimately appointed Smt. Sarita Tulsyan as Woman Director on its Board w.e.f 29th May, 2015.
COST AUDIT :
Pursuant to the provisions of the Section 148 of the Companies Act, 2013 read with the Companies (Cost records and audit) Rules, 2014, Cost Audit is not applicable to the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :
Particulars of loans given by the Company have been disclosed in the Note Nos. 2.11(B)(i) and 2.11(B)(ii) to the Financial Statements for the year under review. The Company has not given any guarantee or provided security in connection with a loan taken by any other person. Particulars of Investments made by the Company have been disclosed in the Note No. 2.9 to the Financial Statements for the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
All the transactions with related parties entered during the year under review were in the ordinary course of business and on the arm''s length basis and the same has been duly approved by the Audit Committee. However, there was no material contract or arrangement or transaction other than arm''s length basis entered with a related party during the year under review. Hence, disclosure in Form AOC- 2 is not required.
INFORMATION PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 :
(A) Conservation of energy:
i. Steps taken or impact on conservation of energy:
- Installation of Air Compressor with air receiver and suitable air dryer for Blowing Plant.
- Installation of Carbonator with plate heat exchanger for Water Treatment Plant to save time and power.
ii. The steps taken by the company for utilizing alternate sources of energy:
- The Company is making maximum use of natural lighting during day time by using transparent roof sheets.
iii. The capital investment on energy conservation equipments:
- A sum of Rs,20,53,800/- was spent towards acquisition of energy conservation equipments during the year under review.
(B) Technology Absorption:
i. The efforts made towards technology absorption:
- Technology absorption is a continuous process. The Company keeps track of new machines and upgrade its plant and machinery with the latest available technology.
The present composition of the Audit Committee of the Company is as under:
Sl. No. |
Name of the Director |
Category of the Director |
Designation |
i. |
Sri Anil Kumar Poddar |
Independent Director |
Chairman |
ii. |
Dr. Gora Ghose |
Independent Director |
Member |
iii. |
Sri Ballabha Das Mundhra |
Executive Director |
Member |
iv. |
Sri Vivek Vardhan Agarwalla |
Independent Director |
Member |
The Company Secretary acts as Secretary of the Committee.
There is no such recommendation of the Audit Committee which has not been accepted by the Board, during the year under review.
ESTABLISHMENT OF VIGIL MECHANISM :
The Company has established a vigil mechanism/ whistle blower policy. The policy allows intimation by any director or employee or any other stakeholder to the designated officer in good faith of misconduct or unethical or improper activity through a written communication. Audit committee oversees the vigil mechanism for disposal of the complaint. Direct access to the chairman of the audit committee is also allowed in exceptional cases. The vigil mechanism/ whistle blower policy is available on Company''s website www.obl.org.in.
PARTICULARS OF EMPLOYEES :
Particulars of employees 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 are attached herewith and marked as Annexure-IV.
INTERNAL FINANCIAL CONTROL SYSTEMS :
The Company has adopted guidelines for ensuring orderly and efficient Internal Financial Controls as required under the provisions of the Companies Act, 2013. The Audit Committee after considering the views of Statutory Auditors and Internal Auditors has found that such Internal Financial Controls, commensurate with the size and operations of the Company, are adequate and operating efficiently. The Audit Committee, in consultation with the Internal Auditors, formulates the scope, function and methodology for conducting the internal audit. The Internal Financial Controls system is satisfactory as per evaluation of the Audit Committee.
DISCLOSURES :
Following disclosures are made under the Companies (Accounts) Rules, 2014:
(i) The financial summary or highlights are discussed at the beginning of this report;
(ii) There is no change in the nature of business;
(iii) The Company do not have any subsidiary, joint venture or associate Company during the year.
(iv) There is no significant and material order was passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
APPRECIATION :
Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, vendors, shareholders, financial institutions, banks, regulatory authorities and the society at large. Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company''s consistent growth would not have been possible, despite the challenging environment.
For and behalf of the Board
N. K. Poddar
Kolkata, 30th May, 2016 Chairman
Mar 31, 2015
The Directors have pleasure in presenting the Annual Report and
Audited Accounts of your Company for the year ended 31st March, 2015:
FINANCIAL RESULTS : 2014-15 2013-14
Profit / (Loss) before Depreciation &
Taxation 1,77,04,298 2,84,47,480
Less : Depreciation 90,42,649 1,12,36,303
Tax Expenses :
-Current Tax 64,50,000 48,68,253
-Deferred Tax (5,59,411) (2,87,278)
-For Earlier years 8,58,377 -
Profit / (Loss) after Ta x from
continuing operations 19,12,683 1,26,30,202
Add: Profit/ (Loss) after Tax from
discontinuing operations - (67,154)
19,12,683 1,25,63,048
Add : Brought Forward Profit 9,35,33,838 8,32,35,214
Profit available for appropriation 9,54,46,521 9,57,98,262
APPROPRIATION
Earlier years depreciation adjustment
due to change in the method (Net of Tax) 3,13,071 -
Proposed Dividend 10,80,750 10,80,750
Tax on Dividend 2,20,014 1,83,674
Transfer to General Reserve - 10,00,000
Balance carried to Balance Sheet 9,38,32,686 9,35,33,838
9,54,46,521 9,57,98,262
DIVIDEND:
Your Directors have recommended a dividend @ 5 % i.e. Rs. 0.50 per equity
share of Rs.10/- each for the financial year ended 31st March, 2015
amounting to Rs.13,00,764/-(Inclusive of tax of Rs. 2,20,014/-). The
dividend payout is subject to approval of the members at the ensuing
Annual General Meeting.
TRANSFER TO RESERVE:
The Directors doesn't propose to transfer any amount to reserve during
the year.
OPERATIONS AND STATE OF COMPANY'S AFFAIRS:
The Company's Revenue from operations has increased from Rs.2199.15 lacs
in 2013-14 to Rs.2748.68 lacs in 2014-15. Sale of Beverages has increased
from Rs.1872.45 lacs in 2013-14 to Rs.2415.30 lacs in 2014-15, showing an
increase of 29 % in sales. Profit after tax for 2014-15 is Rs.19.13 lacs
against Rs.125.63 lacs in 2013-14. Effect of re-statement of the
Financial Statement of the Company for the financial year 2012-13 in
respect of certain Auditors' qualifications was given during the
financial year 2014-15 as per instructions received from M/s. BSE Ltd.
Accordingly a sum of Rs.117 Lacs has been shown as prior period expenses
and Rs.26 Lacs as expenses for the current year. Further finance costs
have increased from Rs.121.41 lacs in 2013-14 to Rs.170.71 lacs in 2014-15
due to increase in borrowings required for putting up a new factory at
Sankrail, Howrah, (West Bengal) and acquisition of immovable property.
Hence profit for the year is reduced in comparison to the previous
year.
Company has started trading of an energy drink "Bisleri Urzza" with
effect from September' 2014. The Company is also in the process of
putting up its own plant at Sankrail, Howrah (West Bengal) for
manufacturing the said energy drink "Bisleri Urzza". With the new plant
a good growth in the profitability of the Company is expected.
Real Estate Business is stable as in earlier years. Renewal of tenancy
of one tenant is due with effect from 01.09.2012 and the Company
expects a good increase in its rental income from the said renewal.
With the present Real Estate activities, the Directors hope for a
better year ahead in the current year, subject to stable market
conditions.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013, an extract of the
Annual Return for the year ended 31st March, 2015 in the prescribed
Form MGT-9 is attached with this Report and marked as
Annexure-I.
DIRECTORS:
The Board of Directors has re-appointed Sri Narendra Kumar Poddar (DIN
00304291) as Chairman (being Whole Time Director), Sri Akshat Poddar
(DIN 03187840) as Managing Director and Sri Ballabha Das Mundhra (DIN
01162223) as Executive Director (being Whole Time Director) for a
period of 5 (five) years with effect from 01st April, 2015.
Sri Ganpat Lal Agarwalla (DIN 00292524), Non-Executive Director,
retires by rotation at the ensuing Annual General Meeting and being is
eligible offers himself for re-appointment.
Smt. Sarita Tulsyan (DIN 05285793) has been appointed as Additional
Directors (Non-Executive Director) of the Company with effect from 29th
May, 2015 pursuant to second proviso to Section 149(1) of the Companies
Act, 2013 i.e. Woman Director. She shall holds office up to the date of
the ensuing Annual General Meeting. The Company has received notice
under Section 160 of the Companies Act, 2013 for her appointment as
Director at the ensuing Annual General Meeting.
The appropriate resolutions for above appointments are being placed for
consideration of the members at the ensuing Annual General Meeting.
None of the Directors is disqualified for appointment/ re-appointment
under Section 164 of the Companies Act, 2013.
DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:
The Company has received declarations from Dr. Gora Ghose (DIN
00217079) and Sri Anil Kumar Poddar (DIN 00304837) that they meet the
criteria of Independence as prescribed under Section 149(6) of the
Companies Act, 2013.
FORMAL ANNUAL EVALUATION:
The Nomination and Remuneration Committee of the Board has devised
criteria for evaluation of the performance of Directors. The Board has
evaluated its own performances and that of its committees and all
individual directors i.e. both Independent and Non Independent. All the
directors of the Company are found to be persons of having knowledge
and experience in their respective area and their association with the
Company is considered to be beneficial to the Company.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board of Directors of the Company has adopted a Remuneration Policy
in consultation with its Nomination and Remuneration Committee for
determining qualifications, positive attributes and independence of a
directors and criteria for directors' appointment and remuneration.
The main features of the Policy are as follows:
- The Company, while constituting the Board shall draw members from
diverse fields such as finance, law, administration, management,
marketing, manufacturing, corporate governance, operations or other
disciplines related to the Company's business. There shall be no
discrimination on the basis of gender, while determining the Board
composition.
- A director shall be a person of integrity, who possesses relevant
expertise and experience. He/ she shall uphold ethical standards of
integrity and probity and act objectively and constructively. He/ she
shall exercise his/ her responsibilities in a bona-fide manner in the
interest of the Company. Devote sufficient time and attention to his
professional obligations for informed and balanced decision making.
Assist the Company in implementing the best corporate governance
practices.
- The objective of the policy is to have a compensation framework that
will reward and retain talent.
- The remuneration will be such as to ensure that the correlation of
remuneration to performance is clear and meets appropriate performance
benchmarks.
KEY MANAGERIAL PERSONNEL:
Pursuant to Section 203 of the Companies Act, 2013 following officials
are the Key Managerial Personnel of the Company:
i. Sri Narendra Kumar Poddar, Chairman;
ii. Sri Akshat Poddar, Managing Director;
iii. Sri Ballabha Das Mundhra, Executive Director;
iv. Sri Arun Kumar Singhania, Chief Financial Officer and
v. Sri Jiyut Prasad, Company Secretary.
Sri Arun Kumar Singhania was promoted as 'Chief Financial Officer' of
the Company with effect from 2nd May, 2014. Earlier he was working as
Company Secretary & Compliance Officer. Sri Jiyut Prasad was appointed
as Company Secretary & Compliance Officer of the Company with effect
from 2nd May, 2014.
NUMBER OF MEETINGS OF THE BOARD:
The Board of directors met 10 (Ten) times during the year under review.
The dates of such meetings were 28th April, 2014, 29th May, 2014, 26th
June, 2014, 28th July, 2014, 13th August, 2014, 24th September, 2014,
13th November, 2014, 16th December, 2014, 13th February, 2015 and 27th
March, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of 134(5) the Companies Act, 2013, the
Directors hereby confirm and state that:
i. In the preparation of annual accounts for the financial year ended
31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
ii. They have selected such accounting policies and applied them
consistently and made judgement 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;
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively; and
vi. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
AUDITORS :
M/s. Tiwari & Co., Chartered Accountants, were appointed as Statutory
Auditors for a period of 3 (three) years at the 53rd Annual General
Meeting of the Company held on 22nd September, 2014 to hold office till
the Annual General Meeting to be held in the year 2017, subject to
ratification by shareholders at every Annual General Meeting. M/s.
Tiwari & Co., Chartered Accountants, has confirmed their willingness
and eligibility in terms of the provisions of Section 141 of the
Companies Act, 2013; the Chartered Accountants Act, 1949 and the rules
or regulations made there under to continue as Auditors of the Company.
The Board recommends ratifying the tenure of M/s Tiwari & Co. from
conclusion ensuing Annual General Meeting till conclusion of the next
Annual General Meeting.
AUDITORS' REPORT :
Observations or qualifications of the Auditors are self explanatory as
they have been fully explained in the notes on Financial Statements at
respective points and do not require further clarification.
SECRETARIAL AUDIT:
Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed Sri Manoj Prasad Shaw of M/s
Manoj Shaw & Co., Practising Company Secretaries, as Secretarial
Auditor of the Company for the financial year 2014-15. The Secretarial
Auditors' Report received from said auditors forms part of this Report
and marked as Annexure -II.
Board's explanations to the observations or qualifications made by the
Secretarial Auditors:
- Regarding pending approval of the Central Government for payment of
remuneration to managerial personnel - This issue is fully explained in
the Note No. 2.41 to the Financial Statements for the year under
review.
- Regarding non appointment of 'Woman Director' pursuant to Section
149(1) of the Companies Act, 2013- The Company was looking for a
suitable candidate for appointment as 'Woman Director' and it could not
appoint a 'Woman Director" till 31st March, 2015. However the Company
has since appointed Smt. Sarita Tulsyan as Woman Director on its Board.
COST AUDIT:
Pursuant to the provisions of the Section 148 of the Companies Act,
2013 read with Companies (Cost records and audit) Rules, 2014, Cost
Audit is not applicable to the Company. Based on the provisions of the
Companies Act, 1956, the Board had appointed M/s Sohan Lal Jalan &
Associates, Cost & Management Accountants, as Cost Auditors for the
financial year 2014-15. Cost Audit Report for the financial year
2014-15 will be filed with the Central Government in due course.
The Company has filed Cost Audit Report for the financial year 2013-14
on 11th September, 2014; the due date for the same was 27th September,
2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of loans given by the Company have been disclosed in the
Note Nos. 2.11(B)(i) and 2.11(B)(ii) to the Financial Statements for
the year under review. The Company has not given any guarantee or
provided security in connection with a loan taken by any other person.
Particulars of Investments made by the Company have been disclosed in
the Note No. 2.9 to the Financial Statements for the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the transactions with related parties entered during the year under
review were in the ordinary course of business and on the arm's length
basis and the same has been duly approved by the Audit Committee.
However, there was no material contract or arrangement or transaction
at arm's length basis entered with a related party during the year
under review. Hence, disclosure in Form AOC - 2 is not required.
INFORMATION PURSUANT TO SECION 134(3) (m) OF THE COMPANIES ACT, 2013
READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:
(A) Conservation of energy:
i. Steps taken or impact on conservation of energy:
- Installation of semi automatic pet stretch blow moulding machines to
save time and power.
- Installation of H.T. Panel vacuum circuit breaker transformer for
proper distribution of power.
ii. The steps taken by the company for utilising alternate sources of
energy:
- The Company is making maximum use of natural lighting during day
time.
iii. The capital investment on energy conservation equipments:
- A sum of Rs. 14,78,619/- was spent towards acquisition of energy
conservation equipments during the year under review.
(B) Technology Absorption:
i. The efforts made towards technology absorption:
- Technology absorption is a continuous process. The Company keeps
track of new machines and upgrade its plant and machinery with the
latest available technology.
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution:
- Improved productivity and automation processes.
iii. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
iv. The expenditure incurred on research and development:
- Being Franchisee of M/s. Bisleri International Private Limited, the
Company is adopting technological guidelines provided by its Principal
from time to time and thus research and development of technology is
automatically taken care of. Hence there is no expenditure incurred on
research and development during the year.
(C) Foreign exchange earnings and outgo:
Your Company did not have any foreign exchange earnings during the year
under review. The foreign exchange outgo was Rs. 77,62,939/- on account
of purchase of machinery, travelling and other expenses.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Board has developed and implemented a risk management policy of the
Company identifying therein the elements of risk and concern that may
threaten the existence of the Company which entail the recording,
monitoring, and controlling of Company's risks and addressing them
comprehensively and empirically. The Risk Management system aims to:
i. Address our Company's strategies, operations and compliances and
provide a unified and comprehensive perspective;
ii. Establish the risk appetite;
iii. Be simplistic and intuitive to facilitate a speedy and appropriate
identification of potential and actual risks and its communication; iv.
Seek escalation of the identified risk events to the appropriate
persons to enable a timely and satisfactory risk response; v. Reduce
surprises and losses, foresee opportunities and improve deployment of
resources; and
vi. Develop a mechanism to manage risks.
CORPORATE SOCIAL RESPONSIBILTY :
Provisions of Section 135 of the Companies Act, 2013 are not applicable
to the Company. Hence, disclosure as per Annexure given in the
Companies (Corporate Social Responsibility Policy) Rules, 2014 has not
been made here.
LISTING :
The Company is listed with The Calcutta Stock Exchange Ltd. and BSE
Ltd. and Annual Listing Fee for the financial year 2015-16 have been
paid.
CORPORATE GOVERNANCE REPORT:
Clause 49 of the Equity Listing Agreement is not applicable to your
Company as per Circular No. CIR/CFD/POLICY CELL/7/2014 dated September
15, 2014 issued by SEBI. Hence no Report on Corporate Governance is
attached herewith.
DEPOSITS:
The Company has not accepted any deposits from the public under Section
73 of the Companies Act, 2013 read with Companies (Acceptance of
deposit) Rules, 2014.
AUDIT COMMITTEE:
The composition of the Audit Committee of the Company is as below:
Sl. No. Name of the Director Category of the Director Designation in
the Committee
I. Sri Anil Kumar Poddar Independent Director Chairman
II. Dr. Gora Ghose Independent Director Member
III.Sri Ballabha Das Mundhra Non-Independent
& Executive Director Member
The Company Secretary acts as Secretary of the Committee.
There is no such recommendation of the Audit Committee which has not
been accepted by the
Board, during the year under review.
ESTABLISHMENT OF VIGIL MECHANISM:
The Company has established a vigil mechanism/ whistle blower policy.
The policy allows intimation by any director or employee or any other
stakeholder to the designated officer in good faith of misconduct or
unethical or improper activity through a written communication. Audit
Committee oversees the vigil mechanism for disposal of the complaint.
Direct access to the chairman of the Audit Committee is also allowed in
exceptional cases. The vigil mechanism/ whistle blower policy is
available on Company's website www.obl.org.in
PARTICULARS OF EMPLOYEES:
Particulars of employees pursuant to Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 are
attached herewith and marked as Annexure-III.
INTERNAL FINANCIAL CONTROL SYSTEMS:
The Company has adopted guidelines for ensuring orderly and efficient
Internal Financial Controls as required under the provisions of
Companies Act, 2013. The Audit Committee after considering the views of
Statutory Auditors and Internal Auditors has found that such Internal
Financial Controls, commensurate with the size and operations of the
Company, are adequate and operating efficiently. The Audit Committee,
in consultation with the Internal Auditors, formulates the scope,
function and methodology for conducting the internal audit. The
Internal Financial Controls system is satisfactory as per evaluation of
the Audit Committee.
DISCLOSURE:
Following disclosures are made under the Companies (Accounts) Rules,
2014:
(i) The financial summary or highlights are discussed at the beginning
of this report;
(ii) There is no change in the nature of business;
(iii) The names of Company(s) which have become or ceased to be the
Company's subsidiary, joint venture or associate Company during the
year as under;
- Jyotirmay Trading Pvt. Ltd. - Ceased to be an Associate Company.
(iv) No significant and material order was passed by the regulators or
courts or tribunals impacting the going concern status and the
company's operations in future.
APPRECIATION:
Your Directors wish to express their grateful appreciation for the
co-operation and support received from customers, vendors,
shareholders, financial institutions, banks, regulatory authorities and
the society at large. Deep appreciation is also recorded for the
dedicated efforts and contribution of the employees at all levels, as
without their focus, commitment and hard work, the Company's consistent
growth would not have been possible, despite the challenging
environment.
For and behalf of the Board
N. K. Poddar
Kolkata, 29th May, 2015 Chairman
Mar 31, 2014
To The Shareholders,
The Directors have pleasure in presenting the Annual Report and
Audited Accounts of your Company for the year ended 31st March, 2014:
FINANCIAL RESULTS : 2013-2014 2012-2013
Rs. Rs.
Profit / (Loss) before Depreciation
& Taxation 2,84,47,480 2,16,29,232
Less : Depreciation 1,12,36,303 1,09,78,890
Tax Expenses :
-Current Tax 48,68,253 28,00,000
-Deferred Tax (2,87,278) (2,20,956)
-For Earlier years - (36,755)
Profit / (Loss) after Tax from
continuing operations 1,26,30,202 81,08,053
Add: Profit/ (Loss) after Tax from
discontinuing operations (67,154) -
1,25,63,048 81,08,053
Add : Brought Forward Profit 8,32,35,214 7,51,27,161
Profit available for appropriation 9,57,98,262 8,32,35,214
APPROPRIATION
Proposed Dividend 10,80,750 -
Tax on Dividend 1,83,674 -
Transfer to General Reserve 10,00,000 -
Balance carried to Balance Sheet 9,35,33,838 8,32,35,214
9,57,98,262 8,32,35,214
DIVIDEND :
Your Directors have recommended a dividend @ 5% i.e. " 0.50 per equity
share of "10/- each for the financial year ended 31st March, 2014
amounting to "12,64,424/- (Inclusive of tax of " 1,83,674/-). The
dividend payout is subject to the approval of the members at the
ensuing Annual General Meeting.
OPERATIONS:
The Company''s Revenue from operations has increased from "1909.21 lacs
in 2012-13 to " 2199.15 lacs in 2013-14. Sale of packaged drinking
water has increased from " 1604.05 lacs in 2012-13 to "1872.45 lacs in
2013-14, showing an increase of 16.73 % in sales. Profit after tax for
2013-14 is " 125.63 lacs against " 81.08 lacs in 2012-13. Hence there
is an increase of 54.95 % in profit. The higher increase in profit is
due to saving in staff cost, depreciation and other expenses.
The Company has put up another plant at Dankuni (Dist. Hooghly) to meet
the day by day increasing demand for packaged drinking water and
production has been already commenced with effect from 2nd May, 2014.
With the new plant a good growth in the profitability of the Company is
expected.
Real Estate Business is stable as in earlier years. Renewal of tenancy
of one tenant is due with effect from 01.09.2012 and the Company
expects a good increase in its rental income from the said renewal.
With the present Real Estate activities, the Directors hope for a
better year ahead in the current year, subject to stable market
conditions.
DIRECTORS:
Dr. Gora Ghose (DIN 00217079) has been appointed as an additional
Director of the Company in the category of an Independent Director with
effect from 12th February, 2014. Sri Anil Kumar Poddar (DIN 00304837)
has been appointed as an additional Director of the Company in the
category of an Independent Director with effect from 29th May, 2014.
Dr. Gora Ghose and Sri Anil Kumar Poddar hold office up to the date of
ensuing Annual General Meeting. The Company has received requisite
notices in writing under Section 160 of the Companies Act, 2013 from
members proposing Dr. Gora Ghose and Sri Anil Kumar Poddar for
appointment as Independent Directors.
The Company has received declarations from Dr. Gora Ghose and Sri Anil
Kumar Poddar that they meet the criteria of Independence as prescribed
under Section 149(6) of the Companies Act, 2013. In the opinion of the
Board they fulfill the conditions for appointment as Independent
Directors. Appropriate resolutions for appointment of Dr. Gora Ghose
and Sri Anil Kumar Poddar are being placed for consideration of the
members at the ensuing Annual General Meeting.
Sri Ballabha Das Mundhra (DIN 01162223) retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for
re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
confirm that: i) In preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) We have selected appropriate accounting policies and applied them
consistently and we have 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 as at 31st March, 2014 and of the Profit of
the Company for the year ended on that date;
iii) We have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities ;
iv) We have prepared the annual accounts on a going concern basis.
LISTING:
Your Company is listed with The Calcutta Stock Exchange Ltd. and BSE
Ltd. and Annual Listing Fee for the financial year 2014-15 have been
paid.
AUDITORS:
M/s. Tiwari & Company, Chartered Accountants, Auditors of the Company
retires at the ensuing Annual General Meeting and are eligible for
re-appointment.
AUDITORS'' REPORT:
Observations made in the Auditors'' Report are self-explanatory as they
have been fully explained in the Notes on financial statements at
respective points and do not require any clarification.
COST AUDITORS:
The Board of Directors of the Company has appointed M/s Sohan Lal Jalan
& Associates, Cost & Management Accountants as Cost Auditors of the
Company to conduct Cost Audit for the financial year 2014-15 on the
recommendations of the Audit Committee and subject to approval of their
remuneration by the members at the ensuing Annual General Meeting.
Cost Audit Report for the financial year 2013-14 is to be filed within
180 days from the close of the financial year, the last date being 27th
September, 2014. The Company has filed Cost Audit Report for the
financial year 2012-13 on 16th September, 2013, the due date for the
same was 27th September, 2013.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits from public with in the
meaning of Section 58A of the Companies Act, 1956 and the rules made
there under.
PERSONNEL:
Cordial relations were maintained with all the employees at all levels.
We thank all the employees of the Company for their dedication and
sincerity.
PARTICULARS OF EMPLOYEES:
The Company did not have any employee falling within the scope of
Sub-Section (2A) of Section 217 of the Companies Act, 1956.
INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:
(A)Conservation of energy:
a) Energy conservation measures taken:
- Installation of semi automatic new technology based blowing machines
replacing old technology based machines to save time and power.
b) Additional investments and proposals, if any, being implemented for
reduction of consumption of energy:
- Installation of higher capacity transformer to have proper
distribution of power.
c) Impact of measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods:
- Saving in power consumption and consequently in the cost of
production
d) Total energy consumption and energy consumption per unit of
production : Not Applicable
(B)Technology Absorption:
Research and Development
Being Franchisee of M/s Bisleri International Private Limited, the
Company is adopting technological guidelines provided by its Principal
from time to time and thus Research and Development of technology is
automatically taken care of.
(C)Foreign Exchange earnings and outgo:
Your Company did not have any foreign exchange earning during the year
under review. The foreign exchange outgo was " 9,17,032/- on account of
travelling and other expenses.
For and on behalf of the Board
N. K. Poddar
Kolkata, 29th May, 2014 Chairman
Mar 31, 2013
To The Shareholders,
The Directors have pleasure in presenting the Annual Report and
Audited Accounts of your Company for the year ended 31 st March, 2013 :
FINANCIAL RESULTS : 2012-2013 2011-2012
Rs. Rs.
Profit / (Loss) before
Depreciation & Taxation 2,16,29,232 1,93,54,065
Less : Depreciation 1,09,78,890 1,04,41,713
Tax Expenses :
-Current Tax 28,00,000 28,71,678
-Deferred Tax (2,20,956) (31,79,100)
-For Earlier years (36,755) (18,061)
Profit / (Loss) after Tax from
continuing operations 81,08,053 92,37,835
Add: Profit/ (Loss) after Tax from
discontinuing operations - (1,60,291)
81,08,053 90,77,544
Add : Brought Forward Profit 7,51,27,161 6,60,49,617
Profit available for appropriation 8,32,35,214 7,51,27,161
APPROPRIATION
Balance carried to Balance Sheet 8,32,35,214 7,51,27,161
8,32,35,214 7,51,27,161
DIVIDEND :
With a view to plough back the Profit for the operations of the Company
your Directors do not recommend any Dividend for the year ended 31st
March, 2013 and entire amount of Profit is carried to Reserves and
Surplus.
OPERATIONS :
The Company''s Revenue from operations has increased from Rs.1518.87
lacs in 2011-12 to Rs.1909.21 lacs in 2012-13. Sales of packaged
drinking water has increased from Rs.1236.69 lacs in 2011-12 to
Rs.1604.05 lacs in 2012-13, showing an increase of 29.7 % in sales.
Profit before tax for 2012-13 is Rs. 106.50 lacs against f 86.80 lacs
in 2011-12. Hence there is an increase of 22.7 % in profit. However
profit after tax for 2012-13 has decreased to Rs. 81.08 lacs from Rs.
90.78 lacs in 2011-12, because of effect of deferred tax credit of Rs.
31.79 lacs in 2011-12.
The Company is looking for suitable land to put up another plant of
same capacity of existing plant to meet the day by day increasing
demand for packaged drinking water. Once the new plant is commissioned,
the profitability of the Company is expected to increase substantially.
Real Estate Business is stable as in earlier years. Renewal of tenancy
of one tenant is due with effect from 01.09.2012 and the Company
expects a good increase in its rental income from the said renewal.
With the present Real Estate activities, the Directors hope for a
better year ahead in the current year, subject to stable market
conditions.
DIRECTORS :
Sri N. K. Poddar retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
confirm that:
i) In preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) We have selected appropriate accounting policies and applied them
consistently and we have 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 as at 31st March, 2013 and of the Profit of
the Company for the year ended on that date;
iii) We have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities ;
iv) We have prepared the annual accounts on a going concern basis.
LISTING :
Your Company is listed with The Calcutta Stock Exchange Ltd. and BSE
Ltd. and Annual Listing Fee for the financial year 2013-14 have been
paid.
AUDITORS :
M/s. Tiwari & Company, Chartered Accountants, Auditors of the Company
retires at the ensuing Annual General Meeting and are eligible for
re-appointment.
AUDITORS'' REPORT :
Observations made in the Auditors'' Report are self-explanatory as they
have been fully explained in the Notes on financial statements at
respective points and do not require any clarification.
COST AUDITORS :
The Board of Directors of the Company has proposed to re-appoint M/s
Sohan Lai Jalan & Associates, Cost Accountants to conduct Cost Audit
for the financial year 2013-14 subject to such approval as may be
applicable.
Cost Audit Report for the financial year 2012-13 is to be filed within
180 days from the close of the financial year, the last date being 27th
September, 2013. The Company has filed Compliance Report for the
financial year 2011-12 on 21st December, 2012, the due date for the
same being 28th February, 2013.
FIXED DEPOSITS :
The Company has not accepted any fixed deposits from public with in the
meaning of Section 58A of the Companies Act, 1956 and the rules made
there under.
PERSONNEL:
Cordial relations were maintained with all the employees at all levels.
We thank all the employees of the Company for their dedication and
sincerity.
PARTICULARS OF EMPLOYEES :
The Company did not have any employee falling within the scope of
Sub-Section (2A) of Section 217 of the Companies Act, 1956.
INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 :
(A) Conservation of energy:
a) Energy conservation measures taken:
Installation of higher capacity generator to meet proper power
requirement. installation of new technology based blowing machines and
compressors to save time and power. installation of higher capacity
automatic filling machines to save time and power.
b) Additional investments and proposals , if any, being implemented for
reduction of consumption of energy:
Installation of higher capacity transformer to have proper distribution
of power.
c) Impact of measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods:
Saving in power consumption and consequently in the cost of production
d) Total energy consumption and energy consumption per unit of
production: Not Applicable
(B) Technology Absorption: Research and Development
Being Franchisee of M/s Bisleri International Private Limited, the
Company is adopting technological guidelines provided by its Principal
from time to time and thus Research and Development of technology is
automatically taken care of.
For and on behalf of the Board
N. K. Poddar
Kolkata, 29th May, 2013 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report and
Audited Accounts of your Company for the year ended 31st March, 2010:
FINANCIAL RESULTS: 2009-2010 2008-2009
Rs. Rs.
Profit I (Loss) before
Depreciation & Taxation 1,19,35,745 1,19,61,427
Less: Depreciation 73,25,608 60,60,515
Provision tor Taxation;
Current Tax 17,71,000 13,37,000
- Deferred Tax 7,780 (1,93,007)
- Fringe Benefit Tax - 6,65,000
Profit / (Loss) after Tax 28,31,357 34,91,889
Add : Tax provision for
earlier years 58,07,536 (2,42,892)
86,38,893 32,48,997
Add : Brought Forward Profit 4,73,49,872 4,41,00,875
Profil available
for appropriation 5,59,88,765 4,73,49,872
APPROPRIATION
Balance carried to
Balance Sheet 5,59,88.765 4,73,49,872
5,59,88,765 4,73,49,872
DIVIDEND:
With a view to plough back the Prolit for the operations of the Company
your Directors do not recommend any Dividend for the year ended 31"
March. 2010 and entire amount of Profit is carried to Reserves and
Surplus.
OPERATIONS:
Prolit lor the year under review is Rs 86.39 Lacs as against Rs. 32.49
Lacs in the previous year, however this includes effect of earlier
years tax provisions written back of Rs. 53.08 lacs. Working of the
Packaged Drinking Water division was not as expected duo to lough
competition from other reputed brands and tow recovery againsl heavy
cost However the current years working is much better as there is a
good growth in sales and also we have linally been able to take a
reasonable price increase.
Real Estate Business is stable as in earlier years. Increase in the
rent receivable frorn one of the tenants is due from 1 st September.
2007 and a good increase in the rental income of the Company
is expected on this account once the terms are settled with too tenant.
With too present Real Estated activities. the Directors hope for a
better year ahead in the current year subject to stable market
conditions
DIRECTORS:
Sri A. K. Poddar has resigned the post of Executive Director with
effect from 1st April. 2010. however he continues as a Non Executive
Director of the Company. The Board has recorded appreciation for the
valuable services rendered by him during his tenure In office as
Executive Director.
Smt. Ruchira Poddar was re-appointed as an Executive Director with
effect from 1st May, 2010 subject to approval of the shareholders and
the Central Government. Appropriate Resolution for her re-appointment
as an Executive Director is being placed for consideration of the
members at the ensuing Annual General Meeting. Smt. Ruchira Poddar also
retires by rotation at the ensuing Annual General Meeting and being
eligible oilers herself for re-appointmemt.
Sri Akshat Poddar has been appointed as an Additional Director of toe
Company with effect from 12th August, 2010 and he holds office up to
the ensuing Annual General Meeting. The Company has rocoived Notice
under section 257 of the Companies Act, 1956 for his appointment as
Director in the ensuing Annual General Meeting. Sri Akshat Poddar has
been also appointed as Managing Director with effect from 1st
September, 2010 subject to approval of the shareholdars and toe Central
Government. Appropriate Resolution for his appointment as Managing
Director is being placed for consideration of the members at the
ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act. 1955 the Directors
confirm that
i) In preparation of the Annual Accounts. the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) We have selected appropriate accounting policies and applied them
consistently and we have made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the stale
of affairs ci the Company as at 31 st March 2010 and of the Profit of
the Company for the year ended on that date:
iii) We have taken proper and sufficient care for maintenance of
adequate accounting records In accordance with provisions of the
Companies Act. 1956 for safe guarding the assets of the Company and for
preventing and detecting fraud and other irregularities:
iv We have prepared the annual accounts an a going concern basis.
LISTING:
Your Company is listed with The Calcutta Slock Exchange Ltd. and Bombay
Stock Exchange Ltd. and Annual Listing Fee for the financial year
2010-11 have been paid.
AUDITORS:
M/s. Tiwan & Company. Chartered Accountants, Auditors of the Company
retire at the ensuing Annuel General Meeting and are eligible for
re-appointment
AUDITORS REPORT:
Observations made in the Auditors Report are self-explanatory as they
have been fully explained in schedule of Notes on Accounts at
respective points and do not requlre any clarification.
FIXED DEPOSTS;
The Company has not accepted any fixed deposits public with in the
meaning of Section 58A of the Companies Ad, 1956 and the rules made
there under.
PERSONNEL;
Cordial relations were maintained with all the employees at all levels.
We thank all me employees 01 the Company for their dedication and
sincerity.
PARTICULARS OF EMPLOYEES:
The Company did not have any employee falling with in the scope of
Sub-Section (2A) of Section 217 of the Companies Act. 1956.
INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT. 1956:
(A) Conservation of energy:
a) Energy conservation measures taken;
- Installation of Electrical Panel Board to operate differnt electrical
points in water treatment room from one Board.
- Installation of Automatic Voltage Regulator to regulate to voltage of
power supply.
b) Additional invastments and proposals . it any, being implemented for
reduction of consumption of energy:
Automatic Installtion of Automatic Blowing, and Labeling Machine-
Installation of Hi-tech Jar Fiiling Mac-nine to save water and energy
wastage.
c) Impact of measures al (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goads;
æ Saving In power consumption and consequently in the cost of
production
d) Tolal energy consumption and energy consumption per unit of
production: Not Applicable
(B) Technology Adsorption:
Research and Development
Being Franchisee o1 M/s Bisleri International Private Limited, the
Company is adapting technolagical guidelines provided by its Principal
from time to time and thus Research and Development of technology Is
automatically taken care of.
(C) Foreign Exchange earnings and outgo:
Your Company did not have any foreign exchange earning during the year
under review. The Foreign exchange outgo was Rs. 12,73, 272/- on
account of travelling and other expenses
For and on behalf of the board
N, K, PODDAR
Kolkata. 12th August. 2010. Chairman