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Directors Report of Stone India Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 84 th Annual Report on the business and operations of your Company for the financial year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

For the For the Financial Year Financial Year 2013-14 2012-13

Gross Turnover 11,159.66 10,729.58

Profit before Interest, 397.82 355.22 Depreciation & Taxation

Interest 506.69 520.58

Depreciation 267.99 276.31

Profit before Taxation (376.86) (441.68)

Provision for Taxation - Deferred Tax (127.14) (137.63)

Profit after Taxation (249.72) (304.05)

Balance brought forward from 1,325.27 1,629.32 previous year

Profit available for appropriation 1,075.55 1,325.27 APPROPRIATIONS:

Balance carried to the Balance Sheet 1,075.55 1,325.27

Previous years figures have been rearranged and regrouped wherever necessary.

OPERATIONS

The economy continues to be in tailspin with a second successive year of sub- 5% growth during 2013-14. Persistent inflation, high Fiscal, Trade and Current Account deficits have severely curbed the growth potential. The cutback in investments and piling up of stalled projects also contributed to the dismal performance. Consequently, there is de-growth of 0.7% in the manufacturing sector. The weak Indian economy adversely impinged on the activities of your Company and the persisting cash crunch of the Indian Railways was a further detrimental factor.

Even under these circumstances, the performance of the Company for the year under review improved slightly over the previous year. With an increase in turnover by Rs.430.08 lakhs, the post tax loss reduced by Rs.54.33 lakhs. However, the slow rate of improvement is due to high costs which could not be recovered through pricing action in the context of the current competitive climate plus enhanced provisions for bad debts and inventories.

In an attempt of product diversification, your Company has signed an agreement with Shenyang Brilliant Elevator Company Limited, China to enter into Escalator & Elevator business in India in targeted markets viz. Metros and government projects. Your Company, in consortium with NRT Co. Limited, South Korea, has already bagged an order valuing Rs.83 Crores for fitment of Platform Screen Door in 6 stations in line 2 from Delhi Metro Rail Corporation Limited.

DIVIDEND

Considering the present financial condition of the Company and the Capital investment to be made for the expansion programme in near future your Directors do not recommend a dividend for the year ended on 31st March, 2014.

ENERGY CONSERVATION

Your Company has introduced certain Energy saving measures and re-engineering methods in terms of utilization of factory and office spaces. The practice to monitor and control the consumption of various sources of energy comprising power, oil and fuel in a bid to reduce energy cost despite increase in production and power tariffs is in place.

FOREIGN EXCHANGE EARNING AND OUTGO

Your Company earned Rs.222.53 lacs foreign exchange during 2013-14 as against Rs.259.83lacs during 2012-13. Foreign exchange outgo during the year amounted to Rs.254.41 lacs (including import of components and spare parts) against Rs.301.98 lacs during the previous year.

PERSONNEL

Industrial Relations with employees at various levels remained harmonious and cordial. Your Company as a part of its Human Resources Development activity continued to train employees at all levels to enhance their effectiveness in contributing towards the overall goal of your Company through knowledge improvement and skill up-gradation.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Shrivardhan Goenka retire by rotation and being eligible, offers himself for re-appointment. Further, in terms of the provisions Section 149 of the Companies Act, 2013 read with the General Circular No. 14/2014 issued by the Ministry of Corporate Affairs on 9th June, 2014, your Company needs to appoint the existing Independent Directors under the said Act. Accordingly, the resolutions regarding appointment of Mr. Sukhendu Ray, Mr. Indrajit Sen, Mr. Ashwani Kumar Goswami and Mr. Aniket Agarwal as Independent Directors are included in the notice convening the Annual General Meeting.

All the Directors have filed requisite forms and declarations as required under the Companies (Appointment and Qualification of Directors) Rules,2014 read with Section 164 of the Companies Act, 2013. The brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the Notice of the ensuing Annual General Meeting.

E-VOTING

In terms of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and SEBI''s Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17/04/2014, voting through electronic means has become mandatory for your Company. Accordingly, the Company has made necessary arrangement with Central Depository Services Limited by which the shareholders will be entitled to exercise his/her right to vote by electronic means. A detailed instruction is this connection is being dispatched to the shareholders separately.

RESEARCH & DEVELOPMENT (R&D) ACTIVITIES

The Company remains strongly focused on development of products and enhancing quality standards. Innovative creative ideas in hi-tech engineering areas continue to be key objectives of the Company.

R&D has designed and developed Solar Micro Inverter for application in Solar Power System which is expected to be launched commercially in the later half of the year.

The R&D centre of your company is recognized by the Ministry of Science & Technology as an approved R&D Centre and entitled for certain direct & indirect Tax benefits.

RAILRUNNER PROJECT

Stone India, through its subsidiary, signed a collaboration

agreement in the year 2009 with RailRunner Inc., USA, to design, manufacture and operate a rail-cum-road bi-modal door-to-door cargo transport system in India. This unique, innovative solution is first of its kind in India. This patented container carrying bi-modal seamless transportation system is designed to ship the entire container-chassis between rail and road with no intermediate handling. This technology offers the efficiency of rail and flexibility of road in one package and will eliminate major capital investment in expensive cranes or large terminal facilities and also aids just-in-time door-to-door delivery to customers. Currently, the project is under prototype construction, on completion of which trial trains will start operating.

BIO TOILET

Another major initiative taken by your Company is to revolutionize hygiene and sanitation in the country, which is the crying need of the hour, as India loses more than 6% of its GDP due to spread of diseases from Open Defecation. Your Company has designed and developed Biological Toilets which convert human waste into non toxic non contaminating water through multi strain aerobic bacteria culture in a multi chamber bio digester tank. The path breaking technology has been supported and validated by the Ministry of Science and Technology.

OTHER INFORMATION

In accordance with the provisions of Section 217 of the Companies Act, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the annexure to the Directors'' Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Directors Report is being sent to the shareholders of the Company excluding such particulars of employees under section 217(2A) of the Act. The Annexure is available for inspection by the Members at the Registered Office of the Company during business hours on any working day upto the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Form No. B pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 so far as is applicable to the Company is annexed and forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

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

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

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, except defalcation of Company''s funds, as stated in Note 17(b) of the Accounts, which are under investigation and recovery;

(iv) the Directors have prepared the Annual Accounts on a going concern basis; and

(v) the Managing Director & CEO and the Sr. Vice President & CFO, both have furnished the necessary certification to the Board on these financial statements as required under the Clause 49 of the Listing Agreement(s) with the Stock Exchanges where the equity shares of the Company are listed.

DEMATERIALISATION OF SHARES

Your Company''s shares are under transfer-cum-demat option. Shares of your Company can be traded only in dematerialized form. Shareholders have the option to hold the Company''s shares in dematerialized form through the National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 93.28% of the total equity share capital of your Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2014.

During the year, your Company has issued on preferencial basis 20,00,000 warrants with a right to convert the warrants into equity shares to ISG Traders Limited, a promoter group Company, at a premium of Rs. 7.50 per warrant on 17.10.2013. Out of the above, 575000 warrants have been converted into equity shares on 31-03-2014.

CORPORATE GOVERNANCE

Your Company has always practiced sound Corporate Governance and takes necessary measures to comply with the requirements of the Listing Agreements with the Stock Exchanges with which your Company''s shares are listed. A separate report, as per clause 49 of the Listing Agreement, on Corporate Governance adopted by the Company forms part of this report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as also the Management Discussion and Analysis Report stipulated under Clause 49 of the Listing Agreement are attached to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT.

Management Discussion & Analysis Report, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, for the year under review is presented in a separate section forming part of this Report.

CODE OF CONDUCT

Your Company has formulated Code of Conduct in compliance with the requirements of the revised Clause 49 of the Listing Agreements with Stock Exchanges which has been posted in the Website of your Company. This Code of Conduct and Ethics applies to the Board members and Senior Management personnel of your Company. Confirmation towards adherence to the Code during the Financial Year 2013-14 has been obtained from all Board Members and Senior Management personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance to this Code during the year under review by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company which accompanies this report.

AUDITORS

Messrs Lodha & Co, Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board of Directors and the Board of Directors of the Company have recommended the re- appointment of Messrs Lodha & Co., Chartered Accountants, having Registration no. 301051E allotted by The Institute of Chartered Accountants of India as Statutory Auditors of your Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of 87th Annual General Meeting thereafter. Messrs Lodha & Co. confirmed their eligibility and willingness to act as Auditors of the Company, if re-appointed.

AUDITORS'' REPORT

The observations of the Auditors have been explained in the Notes forming part of the Financial Statements and these interalia include the following:-

Para (a) regarding rental demands from Kolkata Port trust, the matter is sub-judice and pending decision of Hon''ble Calcutta High Court, provision made in account has been considered adequate by the management as mentioned in note 6A (b); Para (b) as regard managerial remuneration, necessary application is pending for approval before MCA as explained in Note 23(a & b); Para (c) regarding stocks lying at different locations under reconciliation with confirmation / physical balances there against, and pending this, provision of Rs.250 lacs has been made which is considered adequate as mentioned in Note 14(c); Para (d) regarding advance/ investment made in a subsidiary in respect of Rail Runner project undertaken by it, necessary implementation including obtaining approval etc. are under progress, this being infrastructure project having long gestation period the exposure has been considered good as mentioned in Note 13(b); Para (e) regarding confirmation and reconciliation of various debit and credit balances, steps are being taken to obtain these and reconcile the same to carry out the adjustment, if any, required on a continuous basis; Para (f) regarding Micro, Small and Medium Enterprise related information, details has been sought from the parties and the same is being complied; Para (g) regarding defalcation of Company''s fund as stated in Note 17(b) of the Notes on Accounts, necessary administrative steps including suspension of an employee, so far identified, have been taken and further course of action for recovering the amount are in process.

PUBLIC DEPOSIT

Your Company has not accepted any Public Deposit.

SUBSIDIARY COMPANIES

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Subsidiary Companies forms part of the report.

In accordance with the General Exemption granted by the Ministry of Corporate Affairs vide its Circular No.2/2011 dated 8 th February, 2011, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. Your Company agreed to comply with the conditions prescribed in the Circular. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining these. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company on all working days (except Saturdays) between 11.00 AM and 1.00 PM prior to the date of the Annual General Meeting.

In compliance with the requirements of the aforesaid Circular, a Statement showing relevant details of the Subsidiary Companies for the year ended 31st March, 2014 has been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report.

As required under the Listing Agreement, the Consolidated Financial Statements of the Company together with its Subsidiary Companies prepared in accordance with Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India are attached.

SOCIAL RESPONSIBILITY

Your Company always promotes all round development of a pollution free environment. Safety and Environment performance has been integral to the business operations of your Company and continues to receive attention throughout the year.

FORWARD-LOOKING STATEMENTS

This Annual Report and particularly those which relate to the Management Discussion and Analysis Reports contain statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements". From time to time, oral or written forward- looking statements may also be included in other materials released to the public. These forward-looking statements are intended to provide management''s current expectations or plans for future operating and financial performance, based on assumptions currently believed to be valid. Forward- looking statements can be identified by the use of words such as "anticipate", "believe", "emerge", "estimate", "enjoy", "eventually", "expect", "guidance", "intend", "near future", "plans", "prospects", "project", "strategy", "target", "will", "would" and other words of similar meaning as they may relate to the Company and/or its business in connection with a discussion of future operating or financial performance. All forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. The growth of the industry and business of the Company depend upon Government policies, global economic scenario etc., and any adverse/ favorable situation may change the outlook. Readers are therefore cautioned that such statements speak only of the situation as of date and hence actual performances or achievements could differ from those expressed or implied in such forward-looking statements. Your Company undertakes no responsibility to publicly or otherwise update or revise any such forward-looking statement at any time.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their whole- hearted appreciation for the unstinted support and co- operation received from the Banks, Financial Institutions, Government, Indian Railways, Foreign Collaborators, Customers, Shareholders and other stake holders during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by the employees at all levels in the Company and for their valuable contribution and look forward to their continued cooperation in the years ahead.

For and on behalf of the Board Date : 14th August, 2014 G. P. GOENKA Place : Kolkata Chairman


Mar 31, 2012

The Directors have pleasure in presenting their 82nd Annual Report on the business and operations of your Company for the financial year ended on 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

For the For the Financial Year Financial Year 2011-12 2010-11

Gross Turnover 10,838.15 10,044.75

Profit before Interest, Depreciation & Taxation 1,067.47 1,149.53

Interest 462.25 360.91

Depreciation 199.28 173.25

Profit before Taxation 405.94 615.37

Provision for Taxation - Current Tax 86.47 141.36

Provision for Taxation - Deferred Tax 85.66 13.11

MAT Credit entitlement (86.47) -

Income Tax for earlier years - 5.00

Profit after Taxation 320.28 455.90

Balance brought forward from previous year 1309.04 853.14

Profit available for appropriation 1629.32 1,309.04

APPROPRIATIONS:

Balance Carried to the Balance Sheet 1629.32 1,309.04

* Previous years figures have been rearranged and regrouped wherever necessary.

OPERATIONS

Some of the key highlights of your Company's performance during the year under review are:

- The Gross Turnover Rs. 10,838.15 lacs as against Rs. 10,044.75 lacs in the last year.

- Profit before Taxation Rs. 405.94 lacs as against Rs. 615.37 lacs in the last year.

- Profit after Taxation Rs. 320.28 lacs as against Rs. 455.90 lacs in the last year.

Indian economy decelerated aggravated by severe Euro Zone crisis as well as by declining exchange rates. Despite achieving a comparatively modest growth of 6.5%, down from 8.6% for the year before, the economic scene nevertheless is presently dismal and the predictions of the Government and various economic forums for anticipated growth failed to meet the expectations. This adversely impacted on the operations of your Company which could not achieve its performance targets on account of stringent financial constraints of the Indian Railways. However, your Company continued to remain firmly focused on development of new products and on its R&D programmes. Your Directors are happy to report that Stone Bio-Tech Private Limited, a subsidiary of your Company has commenced commercial production of Bio toilets.

ISO CERTIFICATION

During the year under review your Company became a ISO 14001 accredited Company.

DIVIDEND

Considering the Capital investment to be made for the expansion programme in near future and to conserve resources your Directors do not recommend a dividend for the year ended on 31st March, 2012.

ENERGY CONSERVATION

Your Company has introduced certain Energy saving measures and re-engineering method in terms of utilization of factory and office spaces. Further, your Company continues to monitor and control the consumption of various sources of energy comprising power, oil, fuel, gas in a bid to reduce energy cost despite increase in production and power tariffs.

FOREIGN EXCHANGE EARNING AND OUTGO

Your Company earned Rs.57.41 lacs foreign exchange during 2011-12 as against Rs.72.68 lacs during 2010-11. Foreign exchange outgo during the year amounted to Rs.394.06 lacs (including import of components and spare parts) against Rs.432.51 lacs during the previous year.

PERSONNEL

Industrial Relations with employees at various levels remained harmonious and cordial. Your Company as a part of its Human Resources Development activity continued to train employees at all levels to enhance their effectiveness in contributing towards the overall goal of your Company through knowledge improvement and skill up-gradation. Yoga and stress management programmes are regularly conducted at office premises for the benefits of employees at all level.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashwani Kumar Goswami and Mr. Aniket Agarwal retire by rotation and being eligible, offer themselves for re-appointment.

Further, with a view to strengthening the Board, Mr. Shrivardhan Goenka was re-appointed as Wholetime Director on revised terms and conditions with effect from 01.08.2012 to 31.07.2015 and Mr. Amitava Mondal was also re-appointed as Managing Director & CEO on revised terms and conditions with effect from 01.10.2012 to 30.09.2015, subject to the necessary approvals of the members and the Central Government, as may be necessary.

All the Directors have filed requisite forms and declarations as required under the Companies (Disqualification of Directors under Section 274(1)(g) of the Companies Act, 1956) Rules, 2003. The brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the Notice of the ensuing Annual General Meeting.

RESEARCH & DEVELOPMENT (R&D) ACTIVITIES

Sustained focus on development of products and enhancing quality standards are the key objectives of your Company's own Research and Development Unit. Continuous thrust is on to innovate creative ideas in hi-tech engineering areas which can lead to improved performance of the Company and in consequence deliver substantial benefits to its customers and stakeholders.

As a mark of progressive development process, your Company has been awarded "Technology Development and Demonstration Program" (TDDP) grant from the Department of Scientific and Industrial Research (DSIR) under the Ministry of Science and Technology, Govt. of India for 'Design and Development of Biological Toilet Systems'.

OTHER INFORMATION

In accordance with the provisions of Section 217 of the Companies Acts, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules 1975, the names and other particulars of employees are set out on the annexure to the Directors' Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Directors Report is being sent to the shareholders of the Company excluding such particulars of employees under section 217(2A) of the Act. The Annexure is available for inspection by the Members at the Registered Office of the Company during business hours on any working day upto the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Form No. B pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules 1988 so far as is applicable to the Company is annexed and forms a part of this Report.

In terms of amended provision of Clause 5 of the Listing Agreement with the Stock Exchanges, the second and third reminder has been sent to the respective eligible shareholders by our Registrars.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

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

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

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a going concern basis; and

(v) the Managing Director & CEO and the Sr. Vice President & CFO, both have furnished the necessary certification to the Board on these financial statements as required under the revised Clause 49 of the Listing Agreement(s) with the Stock Exchanges where the equity shares of the Company are listed.

DEMATERIALISATION OF SHARES

Your Company's shares are under transfer-cum-demat option. Shares of your Company can be traded only in dematerialized form. You have the option to hold the Company's shares in demat form through the National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 93.17% of the total equity share capital of your Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2012.

CORPORATE GOVERNANCE

Your Company has always practiced sound Corporate Governance and takes necessary measures to comply with the requirements of the Listing Agreements with the Stock Exchanges wherein your Company's shares are listed. A separate report on Corporate Governance adopted by the Company forms part of this report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as also the Management Discussion and Analysis Report stipulated under Clause 49 of the Listing Agreement are attached to this report.

CODE OF CONDUCT

Your Company has formulated Code of Conduct in compliance with the requirements of the revised Clause 49 of the Listing Agreements with Stock Exchanges which has been posted in the Website of your Company. This Code of Conduct and Ethics applies to the Board members and Senior Management personnel of your Company. Confirmation towards adherence to the Code during the Financial Year 2011-12 has been obtained from all Board Members and Senior Management personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance to this Code during the year under review by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company which accompanies this report.

AUDITORS

Messrs Lodha & Co, Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Audit Committee of Board of Directors and the Board of Directors of the Company have recommended the re-appointment of Messrs Lodha & Co., Chartered Accountants, having Registration no. 301051E allotted by The Institute of Chartered Accountants of India as Statutory Auditors of your Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. Messrs Lodha & Co. confirmed their eligibility and willingness to continue to act as Auditors of the Company for the Financial Year 2012-13, if re-appointed.

AUDITORS' REPORT

The Board of your Company has noted the observations of the Auditors in their report. These have been dealt with adequately at the appropriate places in the notes to these accounts and therefore, do not call for further comments.

COST AUDITORS

Pursuant to the Industry wise General Order issued by the Central Government, M/s. Datta, Ghosh, Bhattacharya & Associates, Cost Accountants having Registration no. 0089 issued by the Institute of Cost Accountants of India have been appointed as Cost Auditors of the Company to conduct Cost Audit for the Financial Year 2012-13.

PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits.

SUBSIDIARY COMPANIES

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Subsidiary Companies forms part of the report.

In accordance with the General Exemption granted by the Ministry of Corporate Affairs vide its Circular No.2/2011 dated 8 th February, 2011, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. Your Company agreed to comply with the conditions prescribed in the Circular. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company on all working days (except Saturdays) between 11.00 AM and 1.00 PM prior to the date of the Annual General Meeting.

In compliance with the requirements of the aforesaid Circular, a Statement showing relevant details of the Subsidiary Companies for the year ended 31st March, 2012 have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report.

As required under the Listing Agreement, the Consolidated Financial Statements of the Company together with its Subsidiary Companies prepared in accordance with Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India are attached.

SOCIAL RESPONSIBILITY

Your Company always promotes all round development of a pollution free environment. Safety and Environment performance has been integral to the business operations of your Company and continues to receive attention throughout the year.

FORWARD-LOOKING STATEMENTS

This Annual Report and particularly those which relate to the Management Discussion and Analysis Reports contain statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements". From time to time, oral or written forward- looking statements may also be included in other materials released to the public. These forward-looking statements are intended to provide management's current expectations or plans for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "anticipate", "believe", "emerge", "estimate", "enjoy", "eventually", "expect", "guidance", "intend", "near future", "plans", "prospects", "project", "strategy", "target", "will", "would" and other words of similar meaning as they may relate to the Company and/or its business in connection with a discussion of future operating or financial performance. All forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. The growth of the industry and business of the Company depend upon Government policies, global economic scenario etc., and any adverse/ favourable situation may change the outlook. Readers are therefore cautioned that such statements speak only of the situation as of date and hence actual performances or achievements could differ from those expressed or implied in such forward-looking statements. Your Company undertakes no responsibility to publicly or otherwise update or revise any such forward-looking statement at any time.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their whole- hearted appreciation for the unstinted support and co- operation received from the Banks, Financial Institutions, Government, Indian Railways, Foreign Collaborators, Customers, Shareholders and other stake holders during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by the employees at all levels in the Company and for their valuable contribution and look forward to their continued cooperation in the years ahead.

For and on behalf of the Board

Date : 10th Augus, 2012 G P GOENKA

Place: Kolkata Chiarman

 
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