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Directors Report of Shalimar Wires Industries Ltd.

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the 19th Annual Report on the working of the Company together with the audited accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The financial results of the Company as prescribed in the said Accounts are summarized below : 2014-15 2013-14 (Rs.In lacs) (Rs.In lacs)

Revenue from Operations (Net) 9443.14 9062.96

Other Income 122.41 171.53

Total Revenue 9565.55 9234.49

Less : Total Expenses 7968.42 8088.30

Profit before Finance Cost and 1597.13 1146.19 Depreciation

Less : Finance Cost 862.04 686.55

Depreciation and Amortization Expense 598.82 688.30

Profit before exceptional/extra- 136.27 (228.66) ordinary items

Add : Exceptional Items 2.18 465.37

Less : Extraordinary items 68.65 -

Profit before Tax 69.80 236.71

Add : Deferred Tax - -

Profit for the year from continuing 69.80 236.71 operation

Profit/(Loss) from discontinuing (108.41) (88.88) operation

Profit for the year (38.61) 147.83

OPERATIONAL REVIEW

During the year under review, the total revenue of the company was Rs.9443.14 lacs as compared to Rs. 9062.96 lacs in the previous year. The operating surplus (profit before finance cost and depreciation) of the Company was Rs. 1597.13 lacs as compared to Rs.1149.19 lacs in the previous year. The Company has accounted for exceptional income of Rs. 2.18 lacs and extraordinary items of Rs. 68.65 lacs during the current year. The Company has incurred loss of Rs. 108.41 lacs for its discontinuing operation as against Rs. 88.88 lacs in the previous year. The net loss during the year was Rs. 38.61 lacs as compared to profit of Rs. 147.83 lacs in the previous year.

DIVIDEND

Due to loss, your Directors are unable to recommend payment of any dividend on Equity Shares for the year under review.

EXPORT

The Company's export turnover was Rs. 2093.41 lacs during the year under review, as compared to Rs. 2444.90 lacs in the previous year.

DIRECTORS' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company's financial condition and results of operations.

Your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same, save and except as mentioned in the Auditor's Report.

ii) They have adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

v) That there is adequate proper internal financial controls with reference to the financial statement have been laid down for the company and such internal financial controls are adequate and were operating effectively.

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

AUDITORS' REPORT

The comments made by the Auditors in their report and other relevant points in Annexure to their report are self-explanatory. The relevant notes to the accounts also clarify the points referred to by the Auditors. The Auditors have drawn attention of the members in qualified opinion of their report as under :

1. Point no. (a) regarding non-provision of long term and short term loans and advances, which has not been provided because your Company is hopeful of some recovery out of it and if necessary, in consultation with the Auditors, necessary provision will be made in coming years.

2. Point no. (b) regarding the claims receivable from Octroi Department in respect of the closed Nasik unit, your Company is hopeful of either receiving the claims or will be adjusting the claims with the dues of Octroi dept., if any, payable at the time of sale of the closed Nasik unit.

3. Point no. (c) is related party transaction and has not been written off.

4. Regarding Point no. (d) , your Company is negotiating with Industrial Development Bank of India for settlement of their dues which is under process.

5. Regarding Point no. (e), your Company has not made the provision of contingent liabilities since quantum of liability can not be ascertained pending settlement/disposal of appeals and the Company is hopeful of getting favourable orders from the appellate authorities in respect of such appeals.

TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND

In terms of sections 205A and 205C of the Companies Act, 1956 read with General Circular No. 22/2002 dated 23rd September, 2002 issued by the Department of Company Affairs, the Company could not deposit unclaimed and unpaid redemption amount of debentures and accrued interest thereon to Investors' Education and Protection Fund (presently section 125 of the Companies Act, 2013) and had filed necessary application with the BIFR seeking relief u/s 22(3) of SICA and also their approval to make the payment to public debenture holders as and when debentures certificates are surrendered to the Company. The BIFR has approved the same in terms of the Rehabilitation Scheme sanctioned by them vide order dated 10th June, 2010. The Company is making payment to the debenture holders under public category as and when the debenture certificates are surrendered with the company.

REHABILITATION SCHEME

As you are aware, the Rehabilitation Scheme of the Company, under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, was sanctioned by Hon'ble Board of Industrial & Financial Reconstruction vide its order dated June 10, 2010. The Scheme envisaged comprehensive financial restructuring of the company which is still under implementation. The Company has also filed a modified Debt Rehabilitation Scheme (MDRS) in consultation with the secured lenders the Company which is yet to be approved by BIFR.

DEPOSITS

The Company has not accepted any public deposit since its inception.

CORPORATE GOVERNANCE REPORT

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges relating to corporate governance and as required by Clause 49 of the Listing Agreement, Management Discussion & Analysis and Corporate Governance Report are annexed as Annexure-I to the Directors' Report and forms part of this report. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement is also attached to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companies Act, 2013 stipulates expenditure of 2% of the average profit of past 3 years of CSR activities. The Act requires the Board to constitute a Corporate Social Responsibility Committee of the Board which has already been constituted. The company has formulated CSR Policy for promotion of education, healthcare and other activities which is uploaded on website of the company. The average net profit of last 3 financial years is below the stipulated limit i.e. Rs. 5 crores and hence the Company has not made any expenditure on CSR activities during the year.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism/whistle blower policy. The policy allows intimation by affected persons in good faith of concern or misconduct through a written communication. The 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 the Company's website (www.shalimarwires.com)

RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures, which shall be responsible for framing, implementing and monitoring the risk management plan of the company.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information pursuant to sub-section (3) of section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is presented in Annexure -II to this Report.

ENVIRONMENT AND SAFETY

The Company is conscious of clean environment and safe operations. It ensures safety of all concerned, compliance with environmental regulations and preservation of natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013, the Company has an internal policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

INSURANCE

Adequate insurance cover has been taken for properties of the Company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

In terms of the provisions of the companies Act, 2013 the Board appointed all the existing independent directors i.e. Mr Dipak Rudra, IAS ( Retd.), Mr Probir Roy and Mr Dipak Dasgupta, for a term of 5 years upto the conclusion of Annual General Meeting to be held in the year 2019. The shareholders at the Annual General Meeting held on 29th September, 2014 had approved their appointment. The independent directors have submitted the declaration of independence as required under Section 149 of the Companies Act, 2013 and the Board is of the opinion that they are independent within the meaning of the said requirement of the Act.

As per provisions of Section 152 of the Companies Act, 2013, Mr. Sunil Khaitan (DIN 00385961) retire by rotation and being eligible offer himself for reappointment. The Board recommends his reappointment.

The Board appointed Ms Sunanda Lahiri (DIN 00451473) as Additional Director on 7th February, 2015 who shall hold office up to the date of the ensuing Annual General Meeting. The company has received a notice as per the provisions of section 160(1) of the Companies Act, 2013 from a member proposing her appointment as a director. Based on her vast experience in banking sector, the Board recommended the appointment of Ms. Sunanda Lahiri as an Independent Director who shall hold office for five consecutive years until the conclusion of Annual General Meeting to be held in the year 2020.

The resolution has been included in the Agenda of the ensuing Annual General Meeting. Approval of the members is sought for the said appointment.

STATUTORY AUDITORS

The auditors M/s. S.S. Kothari & Co., Chartered Accountants, Statutory Auditors of the company were reappointed as Auditors in the Annual General Meeting held on 29th September, 2014 for the period until the conclusion of the 21st Annual General Meeting of the Company at a remuneration to be fixed by the Board from time to time.

Further, the said Auditors are eligible under Section 141(3) of the Companies Act, 2013 and their appointment is to be ratified by the members in the ensuing Annual General Meeting which we recommend.

COST AUDITORS

The Audit Committee in its meeting held on 27.5.2015 has recommended the reappointment of M/s. Mitra Bose & Associates, the Cost Auditor to conduct the cost audit of the company for the financial year 2015-16 in terms of section 148(3) of the Companies Act, 2013. Accordingly the Board appointed the said firm of Cost Accountants to carry out the cost audit for the year 2015-16 on the remuneration as recommended by the Board to be fixed by members in the ensuing Annual General Meeting of the Company

INTERNAL AUDIT

The Company has engaged M/s. Chaturvedi & Co., Chartered Accountants as its Internal Auditor and their scope of work and the plan for audit has been approved by the Audit Committee. The report submitted by them is regularly reviewed and their findings are discussed with the senior management and suitable corrective action taken on an ongoing basis to improve efficiency in operations.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Messrs MR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the company. The report of the Secretarial Audit is annexed herewith as Annexure - III.

OTHER DISCLOSURES EXTRACT OF ANNUAL RETURN

The details for the financial year ended 31st March, 2015 forming part of the extract of the annual return is enclosed as Annexure - IV.

CHANGE IN SHARE CAPITAL

During the year ended 31st March, 2015, there is no change in the issued and subscribed capital of your company. The outstanding equity share capital of the company as on 31st March, 2015 is 752.10 lacs comprising of 37605123 equity shares of Rs. 2/- each.

NUMBER OF BOARD MEETINGS

The Board of Directors met four times during the year ended 31st March, 2015. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

COMPOSITION OF COMMITTEE OF DIRECTORS

The Board has constituted the following Committees of Directors: (a) Audit Committee, (b) Nomination & Remuneration Committee. (c) Stakeholder Relationship Committee The detailed composition of above Committees is given in Corporate Governance Report.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are in compliance with the Companies Act, 2013 and the Listing Agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc, which may have potential conflict with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board for its approval. The related party transactions policy as approved by the Board is uploaded as on Company's website "www.shalimarwires.com". The details of the transactions with related party is given in the Annual Report.

EVALUATION OF BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. More details on the same is given in the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT (BR)

In terms of new clause 55 of the Listing Agreement, listed entities shall submit as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and Governance perspective. Accordingly, BR Report on environment, human resources and principle wise performance form part of the management discussion and analysis report

PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - V to this report.

INDUSTRIAL RELATIONS

The Company continued to have cordial relations with the employees at its plants located at Uttar para and Paper Machine Wire unit at Nasik, Registered Office and Branch Offices and the Board records its appreciation for the useful contribution made by them.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support and cooperation extended by the lenders i.e. Financial Institutions and Banks, customers, suppliers, employees, investors and Government Authorities during the year.

Registered Office: For and on behalf of the Board

25, Ganesh Chandra Avenue Kolkata - 700 013 Sunil Khaitan The 10th August, 2015 Chairman & Managing Director


Mar 31, 2014

To the Members

The Directors have pleasure in presenting the 18th Annual Report on the working of the Company together with the audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial results of the Company as prescribed in the said Accounts are summarised below :

2013-14 2012-13 (Rs.In lacs) Rs.In lacs)

Revenue from Operations (Net) 9062.96 9249.79

Other Income 171.53 128.19

Total Revenue 9234.49 9377.98

Less : Total Expenses 8088.30 7431.05

Profit before Finance Cost and Depreciation 1146.19 1946.93

Less : Finance Cost 686.55 302.44

Depreciation and Amortization Expense 688.30 651.40

Profit before exceptional/extra-ordinary (228.66) 993.09 items

Add : Exceptional Items 465.37 -

Profit before Tax 236.71 993.09

Add : Deferred Tax - -

Profit for the year from continuing operation 236.71 993.09

Profit/(Loss) from discontinuing operation (88.88) (85.78)

Profit for the year 147.83 907.30

OPERATIONAL REVIEW

During the year under review, the total revenue of the company was Rs.9234.49 lacs as compared to Rs. 9377.98 lacs in the previous year. The operating surplus (profit before finance cost and depreciation) of the Company was Rs. 1146.19 lacs as compared to Rs.1946.93 lacs in the previous year. The Company has accounted for exceptional income of Rs. 465.37 lacs during the current year. The Company has incurred loss of Rs. 88.88 lacs for its discontinuing operation as against Rs. 85.78 lacs in the previous year. The net profit during the year was Rs. 147.83 lacs as compared to Rs. 907.30 lacs in the previous year.

DIVIDEND

Due to inadequate profit, your Directors are unable to recommend payment of any dividend on Equity Shares for the year under review.

EXPORT

The Company''s export turnover was Rs. 2444.90 lacs during the year under review, as compared to Rs. 2194.56 lacs in the previous year.

REHABILITATION SCHEME

As you are aware, the Rehabilitation Scheme of the company, under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, was sanctioned by Hon''ble Board of Industrial & Financial Reconstruction vide its order dated June 10, 2010. The Scheme envisaged comprehensive financial restructuring of the company which is still under implementation. The Company has also filed a Modified Debt Rehabilitation Scheme (MDRS) in consultation with the secured lenders of the Company for extending

the time for completion of rehabilitation and for following relief and concessions:

1. Provision for additional capital expenditure for modernization and expansion.

2. Sale of land in closed unit at Nasik and other surplus assets.

3. Utilizing sale proceeds of surplus assets for payment to secured lenders and Modernizati''on/Expansion.

4. Restructuring of repayment schedule of ARCIL.

5. Conversion of ZCCD of ARCIL into equity shares.

6. Restructuring of repayment schedule of IDBI Term Loan and CRPS.

7. Availing exemption from the payment of Electricity Duty and other benefits which was sanctioned in the Scheme but yet to be disbursed by the appropriate authorities.

Your Directors are hopeful that performance of the Company will improve in coming years once the MDRS is sanctioned by BIFR.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company''s financial condition and results of operations.

Your Directors confirm that :

i) In the preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same, save and except as mentioned in the Auditor''s Report.

ii) They have adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) They 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, for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going concern basis.

AUDITORS'' REPORT

The comments made by the Auditors in their report and other relevant points in Annexure to their report are self-explanatory. The relevant notes to the accounts also clarify the points referred to by the Auditors. The Auditors have drawn attention of the members in point no.6 of their report, point wise reply of which are as under :

1. Point no. 6(a) regarding non-provision of long term and short term loans and advances, which has not been provided because Company is hopeful of some recovery out of it and if necessary, in consultation with the Auditors, necessary provision will be made in coming years.

2. Point no.6(b) regarding the claims receivable from octroi department in respect of closed Nasik unit, your Company is hopeful of either receiving the claims or will be adjusting the claims with the dues of octroi dept., if any, payable at the time of sale of closed Nasik unit.

3. Point no. 6(c) is related party transaction and has not been written off.

4. Point no. 6(d) is related to confirmation from the parties and since your Company deals with many small customers, geffing confirmation from all is difficult, however your Company''s debtors are regular since long time.

5. Regarding Point no. 6(e), your Company is taking all the necessary steps for raising finance and is hopeful of improved cash flow in coming years.

6. Regarding Point no.6(f), your Company has not made the provision of contingent liabilities in terms of the provisions of AS 29 since quantum of liability can not be ascertained pending settlement/disposal of appeals and Company is hopeful of geffing favourable orders from the appellate authorities in respect of such appeals.

TRANSFER TO INVESTORS'' EDUCATION AND PROTECTION FUND

In terms of sections 205A and 205C of the Companies Act, 1956 read with General Circular No. 22/2002 dated 23rd September, 2002 issued by the Department of Company Affairs, the Company could not deposit unclaimed and unpaid redemption amount of debentures and accrued interest thereon to Investors'' Education and Protection Fund and had filed necessary application with the BIFR seeking relief u/s 22(3) of SICA and also their approval to make the payment to public debenture holders as and when debentures certificates are surrendered to the Company. The BIFR has approved the same in terms of the Rehabilitation Scheme sanctioned by them vide order dated 10th June, 2010. The Company is making payment to the debenture holders under public category as and when the debenture certificates are surrendered with the company.

CONSERVATION OF ENERGY

Information pursuant to 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 is provided in the Annexure to the Report.

DEPOSITS

The Company has not accepted any public deposit since its inception.

DIRECTORS

Mr Sunil Khaitan, retires by rotation, and being eligible, offers himself for re-appointment

The nomination of Mrs Devjani Mandal as Nominee Director of the company was withdrawn by IDBI Bank Limited w.e.f. 7th May, 2014. The Board places on record its deep appreciation of the valuable services rendered by Mrs. Devjani Mandal during her tenure as Director of the company.

Mr Dipak Rudra, IAS ( Retd.), Mr Probir Roy and Mr Dipak Dasgupta, Independent Directors, whose period of office are liable to determination of retirement of directors by rotation under the Companies Act, 1956, meet all the criteria of independent directors laid down under Section 149 (6) and Code for Independent Directors in Schedule IV of the Companies Act, 2013.

Accordingly, the Board appointed all the aforesaid directors as Independent Directors of the Company to hold office for five consecutive years for a term up to the conclusion of annual general meeting to be held in the year 2019, whose period of office shall not be liable to determination by retirement of directors by rotation. Their candidature are proposed by a member of the Company for the position of Independent Director.

Mr Sunil Khaitan has been re-appointed as Chairman and Managing Director of the Company by the Board for a period of 3 years w.e.f 1st April, 2014 in terms of Section 196, 197 and 203 read with Schedule V of the Companies Act, 2013, whose period of office shall be liable to retirement of directors by rotation.

Brief particulars of the said directors have been given in the Notice convening the ensuing annual general meeting and your Board recommends appointment/re-appointment as set out in the Notice.

CORPORATE GOVERNANCE REPORT

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing

Agreement with the Stock Exchanges relating to corporate governance and as required by Clause 49 of the Listing Agreement, Management Discussion & Analysis Report and Corporate Governance Report are annexed to the Directors'' Report and forms part of this report.

COMPLIANCE CERTIFICATE

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement is also attached to this report.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. S. S. Kothari & Co., ( Registration no. 302034E ) Chartered Accountants, retire in accordance with the provisions of the Companies Act,1956 and are eligible for re- appointment. The Board recommends the re-appointment of M/s. S. S. Kothari & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty-First Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company.

A certificate from the Statutory Auditors has been received to the effect that they meet the criteria laid down under Section 141 of the Companies Act, 2013.

COST AUDITORS

The Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. Mitra Bose & Associates, Cost Accountants, as Cost Auditors, to conduct cost audit of your Company for the financial year 2014-15, at a remuneration as mentioned in the notice convening the AGM, subject to ratification by the members of your Company.

The Audit Committee has received a certificate from the Cost Auditors certifying their independence and arm''s length relationship with your Company. In accordance with the Companies ( Cost Audit Report ) Rules, 2011, the due date of filing the cost audit report in XBLR for the financial year ended 31st March, 2013 was 30th September, 2013 and the same was filed on 9th July,2013 vide SRN No. S 2150742 with the Ministry of Corporate Affairs, New Delhi.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration of Rs. 60 lacs or more in the current financial year or Rs. 5,00,000/- or more per month within the meaning of Section 217(2A) of the Companies Act,1956.

INDUSTRIAL RELATIONS

The Company continued to have cordial relations with the employees at its plants located at Uttarpara and Paper Machine Wire unit at Nasik, Registered Office and Branch Offices and the Board records its appreciation for the useful contribution made by them.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support and cooperation extended by the lenders i.e. Financial Institutions and Banks, customers, suppliers, employees, investors and Government Authorities during the year.

Registered Office : For and on behalf of the Board 25,Ganesh Chandra Avenue, Calcutta - 700 013 Sunil Khaitan Dated : 5th August, 2014 Chairman & Managing Director


Mar 31, 2013

To the Members

The Directors have pleasure in presenting the 17th Annual Report on the working of the Company together with the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results of the Company as prescribed in the said Accounts are summarised below :

2012-13 2011-12 (Rs. in lacs) (Rs. in lacs)

Revenue from Operations (Net) 9249.79 8648.19

Other Income 129.19 126.45

Total Revenue 9378.98 8774.64

Less : Total Expenses 7415.42 6693.90

Profit before Finance Cost and Depreciation 1963.56 2080.74

Less : Finance Cost 319.07 335.41

Depreciation and Amortization Expense 651.40 533.16

Profit before Tax 993.09 1212.17

Less : Deferred Tax (95.71)

Profit for the year from continuing operation 993.09 1307.88

Profit/(Loss) from discontinuing operation (85.78) (112.79)

Profit for the year 907.30 1195.09

OPERATIONAL REVIEW

During the year under review, the total revenue of the company was Rs.9378.98 lacs as compared to Rs. 8774.64 lacs in the previous year. The operating surplus (profit before finance cost and depreciation) of the Company was Rs. 1963.56 lacs as compared to Rs. 2080.74 lacs in the previous year. The Company has incurred loss of Rs. 85.78 lacs from its discontinuing operation as against loss of Rs. 112.79 lacs in the previous year. The net profit during the year was Rs. 907.30 lacs as compared to Rs.1195.09 lacs in the previous year.

REHABILITATION SCHEME

As you are aware, the Rehabilitation Scheme of the company, under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, was sanctioned by Hon''ble Board of Industrial & Financial Reconstruction (BIFR) vide its order dated June 10, 2010. In terms of the scheme, promoters/their associates have brought in Rs. 500 lacs in the form of equity and the company has issued 2,50,00,000 equity shares of Rs. 2/- each to the promoters/their associates amounting to Rs. 500 lacs. The company has also issued 59,50,000 equity shares to Asset Reconstruction Company (India) Ltd (ARCIL) by conversion of remaining principal into equity and issuing zero coupon convertible debentures by converting outstanding interest as per the scheme. The company is in the process of filing Modified Draft Rehabilitation Scheme with BIFR and is hopeful that performance of the company will further improve in the coming years once the Modified Rehabilitation Scheme is approved and implemented.

DIVIDEND

Due to inadequate profit, your Directors are unable to recommend payment of any dividend on Equity Shares for the year under review.

EXPORT

The Company''s export turnover has increased by 16% during the year under review i.e. Rs. 2194.56 lacs as compared to Rs.1882.44 lacs in the previous year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same, save and except as mentioned in the Auditor''s Report.

ii) They have adopted such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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 the Companies Act, 1956 for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going concern basis.

TRANSFER TO INVESTORS'' EDUCATION AND PROTECTION FUND

In terms of sections 205A and 205C of the Companies Act, 1956 read with General Circular No. 22/2002 dated 23rd September, 2002 issued by the Department of Company Affairs, the Company could not deposit unclaimed and unpaid redemption amount of debentures and accrued interest thereon to Investors'' Education and Protection Fund and had filed necessary application with the BIFR seeking relief u/s 22(3) of SICA and also their approval to make the payment to public debenture holders as and when debentures certificates are surrendered to the Company. The BIFR has approved the same in terms of the Rehabilitation Scheme sanctioned by them vide order dated 10th June, 2010. The Company is making payment to the debenture holders under public category as and when the debenture certificates are surrendered with the company.

CONSERVATION OF ENERGY

Information pursuant to 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 is provided in the Annexure to the Report.

DEPOSITS

The Company has not accepted any public deposit since its inception.

DIRECTORS

The nomination of Mr Buddhadeb Dasgupta as Nominee Director of the company was withdrawn by IDBI Bank Limited ( IDBI ) w.e.f. 29th June, 2013 and Mrs. Devjani Mandal was appointed as Nominee Director of the Company in his place w.e.f. 29th June, 2013. Mr. P.K. Sarkar has resigned and ceased to be the Director of the Company w.e.f. 8th May, 2013.

The Board places on record its deep appreciation of the valuable services rendered by Mr Buddhadeb Dasgupta and Mr. P.K. Sarkar during their tenure as Directors of the company.

Mr. Dipak Dasgupta and Mr Dipak Rudra retire from the Board pursuant to section 255 of the Companies Act, 1956 read with Article 143 of Articles of Association of the Company and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, Management Discussion & Analysis and Corporate Governance Report have been annexed to the Directors'' Report and forms part of this report.

COMPLIANCE CERTIFICATE

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement is also attached to this report.

STATUTORY AUDITORS

Messrs S.S.Kothari & Co., Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to be re-appointed.

Messers G.P. Agrawal & Co., Chartered accountants, Auditors of the Company has given notice in writing of their unwillingness to be reappointed.

AUDITORS'' REPORT

The comments made by the Auditors in their report and other relevant points in Annexure to their report are self- explanatory. The relevant notes to the accounts also clarify the points referred to by the Auditors and hence need no further clarification/explanation.

COST AUDITORS

Your Company has reappointed Mesers Mitra Bose & Associates, Cost Accountants, as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the Financial Year 2013-2014.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration of Rs. 60 lacs or more in the current financial year or Rs. 5,00,000/- or more per month within the meaning of Section 217(2A) of the Companies Act,1956.

INDUSTRIAL RELATIONS

The Company continued to have cordial relations with the employees at its plants located at Uttarpara and Paper Machine Wire unit at Nasik, Registered Office and Branch Offices and the Board records its appreciation for the useful contribution made by them.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support and cooperation extended by the lenders i.e. Financial Institutions and Banks, customers, suppliers, employees, investors and Government Authorities during the year.

Registered Office : For and on behalf of the Board

25, Ganesh Chandra Avenue

Kolkata - 700 013 Sunil Khaitan

The 6th August, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 16th Annual Report on the working of the Company together with the audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results of the Company as prescribed in the said Accounts are summarised below :

2011-12 2010-11 (Rs. In lacs) (Rs. In lacs)

Revenue from Operations (Net) 8648.19 8258.33

Other Income 126.45 83.17

Total Revenue 8774.64 8341.50

Less : Total Expenses 6693.90 5911.29

Profit before Finance Cost and Depreciation 2080.74 2430.21

Less : Finance Cost 335.41 454.98

Depreciation and Amortization Expense 533.16 542.64

Profit before exceptional/ extra-ordinary items 1212.17 1432.59

Add : Exceptional Items - 2313.22

Extraordinary Items - 2992.72

Profit before Tax 1212.17 6738.54

Add : Deferred Tax 95.71 -

Profit for the year from continuing operation 1307.88 6738.54

Profit/(Loss) from discontinuing operation (112.79) 2115.68

Profit for the year 1195.09 8854.22



OPERATIONAL REVIEW

During the year under review, the total revenue of the company was Rs.8774.64 lacs as compared to Rs. 8341.50 lacs in the previous year. The operating surplus (profit before finance cost and depreciation) of the Company was Rs. 2080.74 lacs as compared to Rs.2430.21 lacs in the previous year. The Company has accounted for relief and concession (exceptional and extra-ordinary items) of Rs. 5305.94 lacs in the previous year, in terms of the Rehabilitation Scheme sanctioned by BIFR. The Company has incurred loss of Rs. 112.79 lacs for its discontinuing operation during the year as against profit of Rs. 2115.68 lacs in the previous year. The net profit during the year was Rs. 1195.09 lacs as compared to Rs.8854.22 lacs ( after aforesaid adjustment) in the previous year.

RESTRUCTURING OF DEBTS

The Company has already completed one time settlement with all the secured lenders except two insurance companies who have not agreed for one time settlement, and the Ccompany is making provision of these debts as per the Rehabilitation Scheme sanctioned by BIFR. The Company is also exploring various options for restructuring its high cost debts. Your Directors are hopeful that the performance of the Company will further improve in the coming years once the restructured debts are paid and interest cost is further reduced.

DIVIDEND

Due to inadequate profit, your Directors are unable to recommend payment of any dividend on Equity Shares for the year under review.

EXPORT

The Company's export turnover was Rs. 1882.44 lacs during the year under review, as compared to Rs.1709.53 lacs in the previous year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that :

i) In the preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same, save and except as mentioned in the Auditor's Report.

ii) They have adopted such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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 the Companies Act, 1956 for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going concern basis.

AUDITORS' REPORT

The comments made by the Auditors in point no. 4(vi) of their report and other relevant points in Annexure to their report are self-explanatory. The relevant notes to the accounts also clarify the points referred to by the Auditors and hence need no further clarification/explanation.

TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND

In terms of sections 205A and 205C of the Companies Act, 1956 read with General Circular No. 22/2002 dated 23rd September, 2002 issued by the Department of Company Affairs, the Company could not deposit unclaimed and unpaid redemption amount of debentures and accrued interest thereon to Investors' Education and Protection Fund and had filed necessary application with the BIFR seeking relief u/s 22(3) of SICA and also their approval to make the payment to public debenture holders as and when debentures certificates are surrendered to the Company. The BIFR has approved the same in terms of the Rehabilitation Scheme sanctioned by them vide order dated 10th June, 2010. The Company is making payment to the debenture holders under public category as and when the debenture certificates are surrendered with the company.

REHABILITATION SCHEME

As you are aware, the Rehabilitation Scheme of the company, under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, was sanctioned by Hon'ble Board of Industrial & Financial Reconstruction vide its order dated June 10, 2010. The Scheme envisaged comprehensive financial restructuring of the company which is still under implementation.

CONSERVATION OF ENERGY

Information pursuant to 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 is provided in the Annexure to the Report.

DEPOSITS

The Company has not accepted any public deposit since its inception.

DIRECTORS

The nomination of Mr Satish Kumar Gupta as Nominee Director of the company was withdrawn by Asset Reconstruction Company (India) Limited (ARCIL) w.e.f. 9th May, 2012 and Mr Manash Chakraborty was appointed as Nominee Director of the Company by ARCIL w.e.f. 9th May,2012. The Board places on record its deep appreciation of the valuable services rendered by Mr Satish Kumar Gupta during his tenure as Director of the company.

Mr. Dipak Rudra and Mr Probir Roy retire from the Board pursuant to Section 255 of the Companies Act, 1956 read with Article 143 of Articles of Association of the Company and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis and Corporate Governance Report have been annexed to the Directors' Report and forms part of this report.

COMPLIANCE CERTIFICATE

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement is also attached to this report.

AUDITORS

Messrs S. S. Kothari & Co., and Messrs G. P. Agrawal & Co., Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to be re-appointed.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration of Rs. 60 lacs or more in the current financial year or Rs. 5,00,000/- or more per month within the meaning of Section 217(2A) of the Companies Act,1956.

INDUSTRIAL RELATIONS

The Company continued to have cordial relations with the employees at its plants located at Uttarpara and Paper Machine Wire unit at Nasik, Registered Office and Branch Offices and the Board records its appreciation for the useful contribution made by them.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support and cooperation extended by the lenders i.e. Financial Institutions and Banks, customers, suppliers, employees, investors and Government Authorities during the year.

Registered Office : For and on behalf of the Board

25,Ganesh Chandra Avenue,

Calcutta - 700 013 Sunil Khaitan

Dated : 14th August, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 14th Annual Report on the working of the Company together with the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results of the Company as prescribed in the said Accounts are summarised below :

2009-2010 2008-2009

(Rs. in lacs) (Rs. in lacs)

Sales & Other Income (Net of excise and write off) 7862.58 7501.03

Operating Surplus 2259.44 2402.02

Less: Interest (Net) 1038.43 3713.28

Less: Depreciation 636.59 863.39

Less: Loss on sale of Plant and Machinery (Nasik unit) 528.08 -

Net Profit/(Loss) before adjustment 56.34 (2174.65)

Add: Adjustment on restructuring of debts (exceptional item) 1990.46 2461.57

Profit/(Loss) before Tax 2046.80 286.92

Less: Fringe Benefit Tax - 25.52

Net Profit/(Loss) for the year 2046.80 261.40

OPERATIONAL REVIEW

During the year under review, the total income of the Company amounted to Rs. 7862.58 lacs as compared to Rs. 7501.03 lacs in the previous year. The operating surplus (profit before interest and depreciation) of the Company was Rs. 2259.44 lacs as compared to Rs. 2402.02 lacs in the previous year. The Company has incurred loss of Rs. 528.08 lacs on sale of Plant and Machinery of strip division of Nasik unit during the year. The net profit (before considering exceptional item ) during the year is Rs. 56.34 lacs as compared to loss of Rs 2174.65 lacs in the previous year. The Company has accounted for relief granted by the Financial Institutions/Banks of Rs 1990.46 lacs in the current year as compared to Rs 2461.57 lacs in the previous year. The net profit (after aforesaid adjustment) during the year amounted to Rs. 2046.80 lacs as compared to Rs 261.40 lacs in previous year.

RESTRUCTURING OF DEBTS

The Company has already completed one time settlement with all the secured lenders except two insurance companies which are likely to be settled during the current year. Your Directors are hopeful that the performance of the Company will further improve in the coming years once the restructured debts are paid and interest cost is reduced.

DIVIDEND

Due to inadequate profit, your Directors are unable to recommend payment of any dividend on Equity Shares for the year under review.

EXPORT

The Companys export turnover has increased by 14% during the year under review i.e. Rs. 1887.80 lacs as compared to Rs. 1657.27 lacs in the previous year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AAJ of the Companies Act, 1956, the Directors of your Company confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same save and except as mentioned in the Auditors Report;

ii) They have adopted such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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 the Companies Act, 1956 for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going concern basis.

AUDITORSREPORT

The comments made by the Auditors in point no. 4(iv) and 4(vi) of their report and other relevant points in Annexure to their report are self-explanatory. The relevant notes to the accounts also clarify the points referred to by the Auditors and hence need no further clarification/explanation.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

In terms of sections 205A and 205C of the Companies Act, 1956 read with General Circular No. 22/2002 dated 23rd September, 2002 issued by the Department of Company Affairs, the Company could not deposit unclaimed and unpaid redemption amount of debentures and accrued interest thereon to Investors Education and Protection Fund and had filed necessary application with BIFR seeking relief u/s 22(3) of SICA and also their approval to make the payment to public debenture holders as and when debentures certificates are surrendered to the Company. The BIFR has approved the same in terms of Rehabilitation Scheme sanctioned by them vide order dated 10th June, 2010. The company is making payment to the debenture holders under public category as and when the debenture certificates are surrendered with the company.

REHABILITATION SCHEME

The BIFR has approved a Draft Rehabilitation Scheme (DRS) on June 10, 2010, the order copy of which was received by the Company on June 24, 2010. The DRS provides for the settlement of dues of the various stakeholders, which would be given effect to at varying points of time. Further, the order copy was received by the company near the time of closing of the accounts, and hence the impact of the order in terms of various reliefs and concessions granted, will be given in the books of accounts of the Company in the current financial year.

CONSERVATION OF ENERGY

Information pursuant to 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 is provided in the Annexure to the Report. However, as permitted by Section 219(1 )(b)(iv) of the Act, this Annual Report is being sent to all the members of the Company excluding the said Annexure.

DEPOSITS

The Company has not accepted any public deposit since its inception.

DIRECTORS.

The Central Government vide its letter Ref. SRN No. A-50716901 -CL.VII dated 18.03.2010 have approved the appointment of Mr Sunil Khaitan as Managing Director of the Company for a period of three years w.e.f. 1 st April,2008 and also has approved the increase in his remuneration vide its letter Ref. SRN No. A-67472464 dated 18.03.2010, in terms of the provisions of Section 269 of Companies Act, 1956 and other applicable provisions. The Board of Directors has appointed Mr. Sunil Khaitan as Chairman of the Company and re-designated him as Chairman & Managing Director with effect from 23rd October,2009.

Dr L R Vaidyanath, who was associated with the Company as one of the director in the Board of Directors of the company since 1986, passed away on 26th July, 2010. The Board places on record its deep appreciation and gratitude for the valuable services rendered by Dr. L.R. Vaidyanath during his tenure as Director of the company.

Mr. Dipak Rudra and Mr. Probir Roy retire from the Board pursuant to section 255 of the Companies Act, 1956 read with Article 143 of Articles of Association of the Company and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis and Corporate Governance Report have been annexed to the Directors Report and forms part of this report.

COMPLIANCE CERTIFICATE

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement is also attached to this report.

AUDITORS

Messrs S.S.Kothari & Co., and Messrs GP.Agrawal & Co., Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to be re-appointed.

PARTICULARS OF EMPLOYEES

There-was no employee in receipt of remuneration of Rs.24 lacs or more in the financial year or Rs.2,00,000/- or more per month within the meaning of Section 217(2A) of the Companies Act,1956.

SUBSIDIARY COMPANY

The audited Accounts as on 31 st March, 2010 along with the Auditors Report thereon and the report of the Board of Directors of SWIL International (PTE) Limited have not been annexed as the value of assets and liabilities of the company have become nil and the share capital of the company has been fully eroded against accumulated losses and the subsidiary have made application for winding up before the Regulatory Authority at Singapore which is awaited. However, a statement as required* under Section 212 of the Companies Act, 1956 is annexed.

INDUSTRIAL RELATIONS

The Company continued to have cordial relations with the employees at its plants located at Uttarpara and Paper Machine Wire unit at Nasik, Registered Office and branch offices and the Board records its appreciation for the useful contribution made by them.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support and cooperation extended by the lenders i.e. Financial Institutions and Banks, customers, suppliers, employees, investors and Government Authorities during the year.

Registered Office : For and on behalf of the Board

25, Ganesh Chandra Avenue

Kolkata - 700 013 Sunil Khaitan

The 30th July, 2010 Chairman & Managing Director

 
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