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Directors Report of AI Champdany Industries Ltd.

Mar 31, 2018

AI CHAMPDANY INDUSTRIES LIMITED DIRECTORS'' REPORT

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report of your Company and the Company''s Audited Financial Statements for the financial year ended 31 March 2018.

FINANCIAL RESULTS (Rs. in lacs)

Year ended 31st March, 2018

Year ended 31st March, 2017

Profit before Finance Cost, Depreciation, and Tax

1771.58

689.10

Finance Cost

1151.40

1301.36

Depreciation and Amortisation

409.45

406.07

Profit / (Loss] Before Tax

210.73

(1018.33]

Provision for Tax:

- Current Tax

77.23

(24.00]

- Income tax for earlier years

(59.27]

-

- Deferred Tax (Asset]

17.26

(190.42]

Profit / (Loss] After Tax

175.51

(803.91]

Other Comprehensive Income

(159.50]

86.18

Total Comprehensive Income

16.01

(717.73]

DIVIDEND

Your Directors do not recommend any dividend on Equity and Preference Shares in view of carry forward loss.

OPERATIONS

Sales / Income from operation was Rs.129.61 Crores compared to Rs.106.08 Crores in the previous year. Export sales was higher at Rs.37.86 Crore compared to Rs.32.32 Crore in the previous year. Production would have even been higher but for shortage of skilled workers the company had to curtail its production. Management discussions & Analysis Report is annexed with this report which gives more information on performance & prospects of the industry and your Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There is no such material event after the date of financial statements.

RISK MANAGEMENT FRAMEWORK

Your company has a Risk Management Framework approved by the Board of Directors. The Risk Management Framework provides the mechanism for risk assessment and its mitigation. The Risk Management framework which has been entrusted to CFO for implementation/administration is being periodically reviewed by the Audit Committee and the Board of Directors.

None of the risks, the company is exposed to as described in appropriate part of financial statement and Management Discussion and Analysis Report, appears significant enough from the standpoint of the existential risk.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN IN WORKPLACE

The Company has received no complaints from any women employee or other quarter during the year attracting punitive provisions of Sexual Harassment of Women in Workplace (Prevention Prohibition & Redressal] Act, 2013.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration exceeding the limit prescribed under Rule 5(2] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014.

CHANGES IN THE PAID UP EQUITY CAPITAL

During the year under review pursuant to special resolution passed by the shareholders by way of postal ballot on 07.02.2018 a total of 33,33,000 nos Equity Shares of face value of Rs.5/- each at a price of Rs.21/-( included share premium of Rs.16/- each] aggregating to Rs.699.93 lacs were allotted to the promoter group of companies namely Amar Investments Ltd, Rishra Investments Ltd and Shibir India Ltd on 14.02.2018. Accordingly Paid up Equity Share Capital of the company got increased by Rs.166.65 lacs with corresponding rise in share premium account by Rs.533.28 lacs. These shares were allotted in compliances with the SEBI (ICDR] Regulations 2009 amended up to date and as per the pricing formula prescribed in the said Rules and certified by the Statutory Auditors. These new shares so allotted have been listed on the NSE & BSE dated 19.03.2018 These shares are locked-in for trading for a period of 3 years i.e. up to 27.03.2021 as per the said SEBI Regulations. The Statutory Auditors of the company have certified compliances of all rules and regulations in respect of above preferential allotment. Proceeds of the above issue have been utilized for the purpose as mentioned in the Notice to the shareholders dated 16.11.2017 i.e. for reduction of liabilities which has also been certified by the Statutory Auditors of the company.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company as on the date of this report.

1. Mr. Nirmal Pujara, Managing Director (reappointed w.e.f. 01.01.18 for a period of 5 years at the last Annual General Meeting held on 21.09.2017].

2. Mr. Umesh Kumar Keshri, Chief Financial Officer (w.e.f. 26.10.2017 in place of Mr. Prakash Nagar resigned w.e.f. 11.09.2017].

3. Mr. Binod Kumar Chowdhury, Company Secretary (w.e.f. 27.05.2017 in place of Mr. Binaya Kumar Dash resigned w.e.f. 11.02.2017].

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Under Section 134 (3](m] of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts] Rules, 2014 particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in a separate statement attached to this report and forms part of it. DIRECTORS Mr. D J Wahwa

In accordance with the provisions of Section 152 of the Companies Act 2013 and Articles of Association of the Company, Mr. D J Wadhwa, Chairman retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappointment for approval of the members. The brief profile of Mr. Wadhwa is given in the Notice convening the Annual General Meeting. As per 17(1] (a] of SEBI regulation (LODR] Regulation 2015 a special resolution is required to be passed for his reappointment in view of his having attained the age of more than 75 years. Accordingly, a special resolution is proposed in the AGM Notice.

Ms. Ramya Hariharan

The tenure of Ms. Ramya Hariharan, Independent Director is valid up to the ensuing Annual General Meeting. She has given her consent for reappointment as an Independent Director for a further term up to the conclusion of Annual General Meeting to be held in the year 2023 for which necessary resolution is being proposed in the Notice of ensuing AGM.

Mr. S M Palia & Mr. Harbhajan Singh

The tenure of Mr. S M Palia and Mr. Harbhajan Singh, Independent Directors is valid up to the ensuing Annual General Meeting. Since both of them have completed 2 consecutive terms they are not seeking any further appointment. The Board places on record its sincere appreciation for the services and valuable guidance received from Mr. Palia & Mr. Singh during their long tenure as members of the Board & wish them good health in retired life.

Dr. G Goswami

Dr. G Goswami was appointed as an Independent Director at the last Annual General Meeting held on

21.09.2017 for a second term of 5 years and his appointment is valid up to the AGM to be held in the year 2022. He has attained the age of more than 75 years and as such as required under regulation 17 (1] (a] of SEBI (LODR] Regulations 2015, a special resolution is being proposed in the Notice convening ensuing AGM for his continuation as Director beyond 75 years of age. The Board recommends for passing the special resolution.

DISCLOSURES ON MANAGERIAL REMUNERATION

Details of Managerial Remuneration as required under Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 is given as Annexure I of this Report.

STATUTORY AUDITORS

M/s G Basu & Co., Chartered Accountants (ICAI FRN 301174E] has been appointed as the Statutory Auditors of the Company for a term up to the conclusion of Annual General Meeting to be held in the year 2022 by the Members in the 99th Annual General Meeting held on 21 September 2017.

COST AUDITORS

M/s N Radhakrishnan & Co, Cost Accountants has been appointed as Cost Auditor for auditing the cost accounts of the Company for the year ended 31 March 2018 by the Board of Directors. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting.

M/s N. Radhakrishnan & Co., Cost Accountants, has given his consent to act as Cost Auditor of the Company confirming that his appointment is within the limits of Section 139 and certified that he is free from any disqualifications specified under Section 148(5] and all other applicable provisions of the Companies Act, 2013.

The Cost Audit Report for the year 2016-17 has been filed with the Ministry of Corporate Affairs on 21 December 2017 which is within due date of 31 December 2017.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (5] of Section 134 of the Companies Act, 2013:

a] that in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c] that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d] that the Directors have prepared the annual accounts for the financial year ended 31st March, 2018, on a going concern basis;

e] that the Directors, 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;

f] that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3] of the Companies Act, 2013 and rule 12(1] of the Companies (Management and Administration] Rules, 2014, an extract of Annual Return in MGT 9 is annexed as Annexure II.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Secretarial Audit Report submitted by M/s K. Arun & Co., Company Secretaries, is enclosed as part of this report as Annexure III.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN HIS REPORT, BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT AND BY THE COST AUDITOR IN HIS COST AUDIT REPORT

There is no qualification either by the Statutory Auditors or by Secretarial Auditors or by the Cost Auditor hence no explanation or comments by the Board is applicable on this account.

MEETINGS OF THE BOARD

Six Meetings of the Board of Directors were held during the year. For further details please refer to report on Corporate Governance annexed in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with section 129(3] of Companies Act 2013 and IND AS-103/110, the Consolidated Financial Statement is provided in the Annual Report.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY

Pursuant to sub-section (3] of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary i.e. Champdany Construction Ltd is presented in a separate section in Form AOC 1 as Annexure IV LISTING WITH THE STOCK EXCHANGES

The Company''s shares are listed on the BSE Ltd. (BSE] and National Stock Exchange of India Ltd. (NSE] and annual listing fees for financial year 2018-19 has been paid to the BSE and NSE.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. were passed by the Regulators for or against the Company during the financial year ended 31st March 2018.

INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS AND ITS ADEQUACY

The Company has Internal Financial Control system with reference to financial statements commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources, which has been broadened / enlarged during the year to cater to the exigencies of IND AS applicable to the company from the year under review enjoining massive paraphernalia in the sphere of disclosure requirements and accounting treatments, the latter laying greater emphasis on economic substance of accounts in departure from historic basis of accounts under erstwhile traditional GAAP.

The internal Auditors continuously monitor the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company''s risk management with regard to the Internal financial Control system with reference to the financial statements.

The Audit Committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company under revised dispensation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

Those are duly addressed in Note No.39 of Standalone financial statements.

PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES

During the financial year, the Company had not entered into any contract / arrangement / transactions with related parties which are materially significant.

All contracts/transactions/arrangements entered by the Company with Related parties during the financial year were in the ordinary course of business and on arm''s length basis and the provisions of Section 188 are not attracted, which have been duly disclosed in Note No. 31 of financial statements. PREVENTION OF INSIDER''S TRADING

In terms of provisions of SEBI (Prohibition of Insider Trading] Regulations, 1992 and its subsequent Amendments in 2008 and 2015, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of the shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company Secretary is the Compliance Officer for the purpose of these Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report. CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a Certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors'' Report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from the Company''s bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.

On Behalf of the Board

Place: Kolkata B. Wadhwa

Dated: 12 June 2018 N.Pujara

_ Directors_


Mar 31, 2016

DIRECTORS’ REPORT

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report of your Company and the Company’s Audited Financial Statements for the financial year ended 31 March 2016.

FINANCIAL RESULTS

(Rs. in laces)

Year ended 31st March, 2016

Year ended 31st March, 2015

Profit before Finance Cost, Depreciation, and Tax

794.38

1147.32

Finance Cost

1273.40

1234.66

Depreciation and Amortization

513.17

561.34

Loss Before Tax

(992.19)

(648.68)

Provision for Tax:

- Current Tax / MAT

-

2.40

- Tax for prior years

-

(7.32)

- Deferred Tax (Asset)

(449.52)

(230.47)

Loss After Tax

(542.67)

(413.29)

Profit/(Loss)Brought Forward from Previous Years

(407.09)

6.20

Loss Carried over

(949.76)

(407.09)

DIVIDEND

In view of loss, your Directors do not recommend any dividend on 2% Preference Shares and on Equity Shares.

OPERATIONS

Sales / Income from operation was Rs. 216.16 Crores compared to Rs. 301.78 Crores in the previous year and the decline was mainly because of curtailment of production due to acute shortage of raw Jute leading to abnormally high raw jute prices. Production & sales also suffered because of temporary suspension of work at Anglo India Jute Mill (Middle Mill) from 26.05.15 to 13.09.15, Yarn Unit Rishra since 20.06.15 till date, Wellington Jute Mill since 26.03.16 till date and Weaving Unit Rishra since 23.05.15 till date. Export sales were at Rs. 49.74 Crores as against Rs. 60.80 Crores in previous year. Incidentally due to shortage and high raw jute prices, working was affected mostly in all mills. Mills adopted different methods of adjusting their production i.e. working 4 or 5 days / week running 2 shifts / day etc. Overall operating performance was adversely affected for the reasons mentioned in the Management Discussion and Analysis Report annexed hereto.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There have been no change in the nature of business of the Company

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

As approved by way of special Resolution passed by share holders on 14.03.2014 by way of Postal Ballot, the Company sold its Anglo India Jute Mill (Middle Mill) located at Jagatdal, Dist. 24 Parganas (North), West Bengal w.e.f 01.05.2016 to M/S. P & A Distilleries Private Limited. (subsequently name changed to Anglo India Jute & Textile Industries Private Limited w.e.f. 14.05.2016).

RISK MANAGEMENT FRAMEWORK

Your company has a Risk Management Framework approved by the Board of Directors. The Risk Management Framework provides the mechanism for risk assessment and its mitigation .The Risk Management framework is being periodically reviewed by the Audit Committee and the Board of Directors.

DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN IN WORKPLACE

The Company has received no complaints from any women employee during the year regarding Sexual Harassment of Women in Workplace (Prevention Prohibition & Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration of Rs. 60 lacs or more per annum during the year as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CHANGES IN KEY MANAGERIAL PERSONNEL COMPANY SECRETARY

During the year, on resignation of Mr. Swaroop Saha from 30th May, 2015, Mr. Sandip Mandhana was appointed as the Company Secretary and Compliance Officer from 01st June, 2015. Subsequently on resignation of Mr. Sandip Mandhana from 31st January, 2016, Mr. Binod Kumar Chowdhury Sr. General Manager (Accounts) of the Company was appointed as the Company Secretary and Compliance Officer from 01st April, 2016.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in a separate statement attached to this report and forms part of it.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Shri D. J. Wadhwa, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and Regulation 16 (b) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”)

DISCLOSURES ON MANAGERIAL REMUNERATION

Details of Managerial Remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure I of this Report.

STATUTORY AUDITORS

At the 97th Annual General Meeting held on 14th August, 2015, the members had appointed M/s D. P. Sen & Co., Chartered Accountants, having registration number 301054E as the Statutory Auditors of the Company till the conclusion of the next Annual General Meeting.

The Company has received a consent letter from M/s D. P. Sen & Co., Chartered Accountants, to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and the rules made there under. The Board proposes to appoint M/s D. P. Sen & Co., Chartered Accountants as the Statutory Auditors of the Company from the conclusion of ensuing 98th AGM till conclusion of 99th AGM.

COST AUDITORS

M/s N Radhakrishnan & Co, Cost Accountants has been appointed as Cost Auditor for auditing the cost accounts of the Company for the year ended 31 March 2017 by the Board of Directors. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost auditor is being sought at the ensuing Annual General Meeting.

M/s N. Radhakrishnan & Co., Cost Accountants, has given his consent to act as Cost Auditor of the Company confirming that his appointment is within the limits of Section 139 and certified that he is free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.

The Cost Audit Report for the year 2014-15 has been filed with the Ministry of Corporate Affairs within the due date of filing.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (5) of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2016, on a going concern basis;

e) that the Directors, 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;

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is annexed as Annexure II.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by M/s K. Arun & Co., Company Secretaries, is enclosed as part of this report as Annexure III.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN HIS REPORT AND BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT

Qualified opinion by the Statutory Auditors in their Report have been adequately dealt with in the Note 44 of the Accounts, which is explained hereunder.

“The Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit

i.e. Jagatdal it was accounted for on cash basis for the intervening period of 1996-97 to 2006-07 as explained in Note No.44 to the Accounts. However this qualification will not appear from Annual Accounts of current FY 2016-17 onwards as the Unit for which this qualification was appearing has been hived off to the new buyer w.e.f. 01.05.2016 with all its Gratuity Liability both past & future.”

The Secretarial Auditor have not given any qualification, reservation or adverse remark or disclaimer in their Audit Report.

The Cost Auditor has not given any qualification, reservation or adverse remark or disclaimer in their Audit Report.

MEETINGS OF THE BOARD

Four Meetings of the Board of Directors were held during the year. For further details please refer to report on Corporate Governance annexed in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 and the Accounting Standard (AS21), the Consolidated Financial Statement is provided in the Annual Report.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company’s subsidiary i.e. Champdany Construction Ltd is presented in a separate section in Form AOC 1 as Annexure IV.

LISTING WITH THE STOCK EXCHANGES

The Company’s shares are listed on the Bombay Stock Exchange and National Stock Exchange and annual listing fees for financial year 2016-17 has been paid to the BSE and NSE.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. were passed by the Regulators for or against the Company during the financial year ended 31st March 2016.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has Internal Financial Control system commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The internal Auditors continuously monitor the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company’s risk management with regard to the Internal financial Control system.

The Audit Committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company’s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company. In order to strengthen further our existing internal financial control system, the Company has engaged Ernst & Young to study and suggest improvements in our system.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

During the year, the Company has not given any loans, provided any guarantees or made any investments as covered under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES

During the financial year, the Company had not entered into any contract / arrangement / transactions with related parties which are materially significant.

All contracts/transactions/arrangements entered by the Company with Related parties during the financial year were in the ordinary course of business and on arm’s length basis and the provisions of Section 188 are not attracted. Thus, disclosure in Form AOC-2 is not required.

PREVENTION OF INSIDER’S TRADING

In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 and its subsequent Amendments in 2008 and 2015, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of the shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company secretary is the Compliance Officer for the purpose of these Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a Certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors’ Report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from the Company’s bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.

On Behalf of the Board

Place: Kolkata B. Wadhwa

Dated: 14th June’2016 N. Pujara D directors


Mar 31, 2015

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report of your Company and the Company''s Audited Financial Statements for the financial year ended 31 March 2015.

FINANCIAL RESULTS (Rs. in lacs) Year ended Year ended 31st March, 31st March, 2015 2014

Profit before Finance Cost, Depreciation and Tax 1147.32 1713.12

Finance Cost 1234.66 946.06

Depreciation and Amortisation 561.34 679.56

Profit / (Loss) Before Tax (648.68) 87.50

Provision for Tax:

- Current Tax / MAT 2.40 19.44

- MAT Credit entitlement - (17.04)

- Tax for prior years (7.32) -

- Deferred Tax (Asset) (230.47) (33.15)

Profit / (Loss) After Tax (413.29) 118.25

Profit Brought Forward from Previous Years 6.20 2.95

Amount available for Appropriation (407.09) 121.20

Transfer to Capital Redemption Reserve - 115.00

Surplus / (Loss) Carried over (407.09) 6.20

DIVIDEND

In view of loss, your Directors do not recommend any dividend on 2% Preference Shares and on Equity Shares.

OPERATIONS

Sales / Income from operation was Rs.301.78 crores compared to Rs.335.20 crores in the previous year and it was lower mainly due to lower off take of ''B Twill'' Jute bags by the Central Government Procurement Agencies thereby adversely affecting the entire industry. However, export sales were marginally better at Rs.60.80 crores compared to Rs.57.94 crores in the previous year. Overall operating performance was affected for the reasons mentioned in the Management Discussion and Analysis Report annexed hereto.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There have been no change in the nature of business of the Company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The Company declared the suspension of work at Weaving Unit, Rishra and Anglo-India Jute Mill (Middle Mill), Jagatdal with effect from 23rd May, 2015 and 26th May, 2015 respectively.

RISK MANAGEMENT FRAMEWORK

As required pursuant to Section 134(3) and clause 49 of the SEBI Listing Agreement, your company has a Risk Management Framework approved by the Board of Directors. The Risk Management Framework provides the mechanism for risk assessment and its mitigation. The Risk Management Framework is being periodically reviewed by the Audit Committee and the Board of Directors.

DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN IN WORKPLACE

The Company has received no complaints from any women employee during the year regarding Sexual Harassment of Women in Workplace (Prevention, Prohibition & Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration exceeding the limit under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CHANGES IN KEY MANAGERIAL PERSONNEL

On resignation of Mr. Surajit Sen with effect from 24 May 2014, Mr. Swaroop Saha was appointed as the Company Secretary and Compliance Officer with effect from 26 May 2014.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in a separate statement attached to this report and forms part of it.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Bhushan Wadhwa, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri G J Wadhwa stepped down from the Chairmanship and Directorship of the Company with effect from 30 May 2014 on attaining the age of 89 years and the Board, while accepting his resignation, wished him good health and placed on record its deep appreciation for his visionary leadership and valuable guidance made available to the Company during his long association of more than 4 decades. In recognition of such dedicated service to the Company and considering his stature in the Jute Industry, the Board of Directors were pleased to confer upon Shri Wadhwa "Chairman Emeritus" status of the Company from the date of his stepping down as Chairman of the Company.

With effect from 12 May 2014, the Board was pleased to elevate Mr. N Pujara as Managing Director from Executive Director and the same was approved by the shareholders at the last Annual General Meeting of the Company held on 12 August, 2014.

Ms. Ramiya Hariharan was appointed as an Additional Director of the Company with effect from 12 August 2014 and she shall hold office upto the date of the ensuing Annual General Meeting of the Company and being eligible, offers herself for reappointment as Independent Director.

On 31 March 2015 shareholders by way of a postal ballot approved the appointment of Shri Harbhajan Singh, Shri Narottam Das and Dr. Basudeb Sen upto the conclusion of the 99th Annual General Meeting of the Company in the calendar year 2017 as Independent Directors who are not eligible to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and clause 49 of the Listing Agreement with Stock Exchanges.

BOARD EVALUTION

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance. The Directors expressed their satisfaction with the evaluation process.

DISCLOSURES ON MANAGERIAL REMUNERATION

Details of Managerial Remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure I of this Report.

STATUTORY AUDITORS

At the 96th Annual General Meeting held on 12 August 2014, the members had appointed M/s D.P.Sen & Co., Chartered Accountants, having registration number 301054E, as the Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting.

The Company has received a consent letter from M/s D.P.Sen & Co., Chartered Accountants, to the effect that their appointment, if made, at the ensuing Annual General Meeting for next year would be in terms of Sections 139 and 141 of the Companies Act, 2013 and the rules made thereunder. The Board proposes to appoint M/s D.P.Sen & Co., Chartered Accountants, as the Statutory Auditors of the Company from conclusion of 97th Annual General Meeting till conclusion of 98th Annual General Meeting, subject to the approval of the shareholders.

COST AUDITORS

M/s N Radhakrishnan & Co., Cost Accountants, were appointed as Cost Auditor for auditing the Cost Accounts of the Company for the year ended 31 March 2015 by the Board of Directors. The remuneration proposed to be paid for the FY 2015-16 to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting.

M/s N Radhakrishnan & Co., Cost Accountants, have given their consent to act as Cost Auditor of the Company for the Financial Year 2015-16 confirming that their appointment is within the limits of Section 139 and certified that they are free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.

The Cost Audit Report for the year 2013-14 has been filed with the Ministry of Corporate Affairs within the due date of filing.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (5) of Section 134 of the Companies Act, 2013:

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

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

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts for the financial year ended 31 March 2015, on a going concern basis;

e) that the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 is annexed as Annexure II.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by M/s K. Arun & Co., Company Secretaries, is enclosed as part of this report as Annexure III.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN THEIR REPORT AND BY THE COMPANY SECRETARY IN PRACTICE IN THEIR SECRETARIAL AUDIT REPORT

Qualified opinion by the Statutory Auditors in their Report have been adequately dealt with in the Notes to the Accounts, which is explained hereunder.

The Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit i.e. Anglo-India Jute Mill (Middle Mill), Jagatdal it was accounted for on cash basis for the intervening period of 1996- 97 to 2006-07 as explained in Note No.44 to the Full Accounts and Note No.11 to the Abridged Accounts.

The Secretarial Auditor have not given any qualification, reservation or adverse remark or disclaimer in their Audit Report.

MEETINGS OF THE BOARD

5 Meetings of the Board of Directors were held during the year. For further details please refer to Report on Corporate Governance annexed in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 and the Accounting Standard (AS21), the Consolidated Financial Statement is provided in the Annual Report.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY

Landale & Clark Ltd. and AIC Properties Ltd. ceased to be subsidiary of the company with effect from 19 May 2014 on disinvestment of part shareholding.

Pursuant to Sub-Section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary i.e. Champdany Construction Ltd. is presented in a separate section in Form AOC 1 as Annexure IV.

LISTING WITH THE STOCK EXCHANGES

The Company''s Equity shares are listed on the Bombay Stock Exchange and National Stock Exchange and annual listing fees for financial year 2015-16 has been paid to the BSE and NSE.

The shares of the Company were delisted from the Calcutta Stock Exchange with effect from 20 April 2015 so as to reduce the compliance cost including listing fees as no services were being made available by the Calcutta Stock Exchange to the shareholders of the Company and no trading in the shares also took place at the Calcutta Stock Exchange during the last 20 years.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No Significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. were passed by the Regulators for or against the Company during the financial year ended 31 March 2015.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has in place Internal Financial Control Systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational and compliance of various internal controls and other regulatory and statutory compliances. The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal Financial Control Systems in the Company. Based on the report of Internal Auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loans, provided any guarantees or made any investments as covered under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES

All transactions entered into with related parties as defined under of the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PREVENTION OF INSIDER''S TRADING

In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 and its subsequent amendments in 2008 and 2015, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of the shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company Secretary is the Compliance Officer for the purpose of these Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a Certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors'' Report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from the Company''s bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.

On Behalf of the Board G. Goswami Place: Kolkata N. Pujara Dated: 30 May 2015 Directors


Mar 31, 2014

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their report alongwith Audited Financial Results of the Company for the year ended 31 March 2014.

(Rs. in lacs)

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

Profit before Finance Cost, Depreciation, and Tax 1,713.12 1,679.38

Finance Cost 946.06 905.50

Depreciation and Amortisation 679.56 694.17

Profit Before Tax 87.50 79.71

Provision for Tax:

- Current Tax / MAT 19.44 17.91

- MAT Credit entitlement (17.04) -

- Deferred Tax Liability/ (Asset) (33.15) (25.41)

Profit After Tax 118.25 87.21

Adjustment relating to earlier years (taxes) - 44.09

Profit after adjustment for taxes for earlier years 118.25 43.12

Profit Brought Forward from Previous Years 2.95 82.19

Amount available for Appropriation 121.20 125.31

Dividend on Preference Shares on Redemption - 53.66

Tax on Dividend - 8.70

Transfer to Capital Redemption Reserve 115.00 60.00

Surplus Carried over 6.20 2.95



DIVIDEND

In view of inadequacy of profits, your Directors do not recommend any dividend on 2% Preference Shares and on Equity Shares.

ALLOTMENT OF EQUITY SHARES ON CONVERSION OF CONVERTIBLE SHARE WARRANTS ON PREFERENTIAL BASIS TO PROMOTER GROUP ENTITIES

In Terms of special resolution passed by the shareholders at the Annual General Meeting held on 12 September 2012 and in compliance of the SEBI (ICDR) Regulations, 2009, 2,683,045 convertible warrants were allotted to promoter group entities on 26.09.2012 on payment of 25% application money. During the year the Company received the balance 75% of the warrant issue price and accordingly 2,683,045 fully paid up equity shares of Rs. 5/- each were allotted on 15.05.2013 on conversion of warrants and the total amount of Rs. 550.02 lacs receifed against warrants were credited to Equity Share Capital Rs. 134.15 lacs and Security Premium Reserve Rs. 415.87 lacs. Consequently the paid up equity capital increased to Rs. 1371.04 lacs and security premium reserve increased to Rs. 3221.61 lacs. The statutory auditor has certified that the proceeds of the above issue have been utilized for the purpose as stated in the shareholders'' resolution dated 12 September 2012.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate Section and forms part of the Directors'' Report.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors'' Report.

BOARD OF DIRECTORS

Mr G J Wadhwa joined the Board of The Champdany Jute Company Limited (since merged with your Company) in the year 1968 and appointed as the Chairman in 1993. He was appointed as Director and Chairman of your Company in 2006 on merger of The Champdany Industries Limited (old name The Champdany Jute Company Limited). He stepped down as the Chairman and Director of your Company on 30 May 2014 on attaining the age of 89 years and was appointed as Chairman Emeritus of the Board on the same date. The Directors while wishing him good health placed on record their sincere appreciation of Mr Wadhwa''s association of nearly 4½ decades with the group during which his visionary leadership, strategic direction contributed immensely in the growth of the group and your Company.

Mr N Pujara was elevated as Managing Director from 12 May 2014, subject to approval of members at the ensuing Annual General Meeting.

In terms of Articles of Association of the Company, Mr D J Wadhwa, Dr G Goswami and Mr S M Palia, Directors retire at the ensuing Annual General Meeting under the provisions of the Companies Act 1956. The Company has received requisite notices in writing from members proposing Dr G Goswami and Mr S M Palia for appointment as Independent Directors.

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

The brief resume/details relating to Director seeking appointment / re-appointment are furnished in the Annexure to the notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956.

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with a proper explanation relating to material departures;

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

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

AUDITORS

D. P . Sen & Co., Chartered Accountants, Kolkata, the Statutory Auditors of the Company, hold office until conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

APPOINTMENT OF COST AUDITOR

The Board of Directors at its Meeting held on 30 May 2013 has reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for carrying out audit of cost accounting records in respect of jute goods for the financial year 2013-14.

The Auditors Reports on cost accounting records of the Company for the financial year 2012-13 were filed with Ministry of Corporate Affairs on 26 September 2013 (within the due date).

SUBSIDIARY

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies are disclosed in the Annual Report in compliance with the said 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 are also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The consolidated financial statement presented by the Company include the financial results of its subsidiary companies i.e. Champdany Construction Ltd, Landale & Clerk Ltd and AIC Properties Ltd. Landale & Clerk Ltd and AIC Properties Ltd have ceased to be subsidiary companies w.e.f. 19 May 2014 on divestment of part shareholding.

CONSOLIDATED FINANCIAL STATEMENT

In compliance with the requirements of Accounting Standards (AS-21) prescribed by the Institute of Chartered Accountants of India, on the Consolidated Financial Statement, this Annual Report also includes the Consolidated Financial Statement.

AUDITOR''S REPORT

Qualified opinion by the Auditors in their report have been adequately dealt with in the Notes 46 and 47 of the Accounts, which are explained hereunder seriatim.

(i) In respect of Loss on Account of Fire at the Company''s Wellington Jute Mill on 21 January 2011, the Company has not made any adjustment in the books as the claim is pending settlement with the Arbitrator. The Company recognises insurance claims on receipt/assessment basis of related claim from the insurance authorities.

(ii) The Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit i.e. Jagatdal, it was accounted for on cash basis for the intervening period of 1996-97 to 2006-07 as explained in Note No. 47 to the Accounts.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The provision of Section 217(2A) of the Companies Act, 1956 read with rules thereunder is not applicable to the Company, since there is no employee in the service of the Company drawing remuneration in excess of the prescribed limit.

Additional information required under Section 217(1)(e) of the Companies Act, 1956 on conservation of energy, technology absorption and foreign exchange earnings and outgo, is set out in a separate statement attached to this report and forms part of it.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work etc as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from the Company''s bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.

On Behalf of the Board Place: Kolkata B.Wadhwa Dated: 30May 2014. N.Pujara Directors


Mar 31, 2013

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their report alongwith Audited Financial Results of the Company for the year ended 31 March 2013.

(Rs. in lacs)

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

Profit before Finance Cost, Depreciation and Tax 1679.38 1559.95

Finance Cost 905.50 801.48

Depreciation and Amortisation 694.17 697.34

Profit Before Tax 79.71 61.13

Provision for Tax:

- Current Tax 17.91 13.15

- Deferred Tax Liability/ (Asset) (25.41) (27.03)

Profit After Tax 87.21 75.01

Adjustment relating to earlier years (taxes) 44.09 7.18

Profit after adjustment for taxes for earlier years 43.12 67.83

Profit Brought Forward from Previous Years 82.19 14.36

Amount available for Appropriation 125.31 82.19

Dividend on Preference Shares on Redemption 53.66

Tax on Dividend 8.70

Transfer to Capital Redemption Reserve 60.00

Surplus Carried over 2.95 82.19



DIVIDEND

In view of inadequacy of profits, your Directors do not recommend any dividend on 2% Preference shares and on Equity Shares.

REDEMPTION OF PREFERENCE SHARES

Out of the proceed of the fresh issue of shares, the Company has redeemed 2200000 nos 7% cumulative preference shares of Rs. 10/- each aggregating to Rs. 220 lacs. The company has paid cumulative dividend of Rs. 53.66 lacs on the above preference shares and tax on dividend of Rs. 8.70 lacs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate Section and forms part of the Directors'' Report. CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors'' Report. BOARD OF DIRECTORS

Mr. S.K. Mehera after having served on the Board of the Company for more than 37 years did not seek re-election on retirement by rotation at the last Annual General Meeting held on 12 September 2012 due to his attaining the age of 84 years. Accordingly, he ceased to be the member of the Audit Committee and Remuneration Committee. The Board placed on record its gratitude and appreciation for the guidance and advice received from Mr. S. K. Mehera during his long association with the Company. In place of Mr. S. K. Mehera, Mr. N. Das was inducted as a member of the Audit Committee and Mr. Harbhajan Singh was inducted as a member of the Remuneration Committee.

As per the provisions contained in the Companies Act, 1956 and the Articles of Association of the Company, Mr. Harbhajan Singh, Mr. N Pujara and Mr. B Wadhwa, Directors retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume/details relating to Directors seeking re-appointment are furnished in the Annexure to the notice of the ensuing Annual General Meeting.

ISSUE OF EQUITY SHARES & CONVERTIBLE SHARE WARRANTS ON PREFERENTIAL BASIS TO PROMOTER GROUP ENTITIES

In terms of the special resolution passed by the shareholders at the last Annual General Meeting held on 12 September 2012 and in compliance of the SEBI (ICDR) Regulations, 2009, the Company allotted total 2204786 nos of equity shares of Rs.5/- each fully paid up at a price of Rs.20.50 (including premium of Rs.15.50) per share and 2683045 nos of convertible equity warrants at a price of Rs. 20.50 (including premium of Rs. 15.50) per warrant to promoter group entities on 25 & 26 September 2012 respectively. The paid up equity capital accordingly increased to Rs. 1236.87 lacs after the said issue and on convertible warrants 25% money has been paid alongwith application and the balance payable within 18 months from the date of allotment as per the terms of the issue. The statutory auditor has certified that the proceeds of the above issue have been utilised for the purpose as stated in the shareholders'' resolution dated 12 September 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956.

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with a proper explanation relating to material departures;

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

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

LEGAL MATTERS

The Company''s two foreign shareholders – Blancatex AG and Aldgate International SA have filed two separate petitions under section 397 and 398 of the Companies Act, 1956 before the Company Law Board (CLB) primarily challenging the transfer of the Rampur Texpro Unit to Champdany Constructions Ltd, the Company''s wholly owned subsidiary and proposed transfer of the Shalimar Unit to AIC Properties Ltd, another wholly owned subsidiary of the Company.

The CLB had passed an interim order dated 12 January 2010 against the Company restraining it from acting in furtherance of the resolution for transfer of the Shalimar Unit during the pendency of the proceedings. The said order also restrained Champdany Constructions Ltd from transferring or creating any third party interest in the fixed assets of the Rampur Texpro Unit. The interim order dated 12 January 2010 has been set aside/modified in an appeal filed by the Company''s subsidiary Champdany Constructions Ltd which has been allowed to lease out the premises in question.

Ultimately, the said two shareholders i.e. Blancatex AG and Aldgate International SA chose not to proceed with the main two petitions and sought for leave before the CLB to withdraw the said petitions. Accordingly, Leave was granted by the CLB to withdraw the said two petitions and by an Order dated 26 November 2012, passed by the Bench, the petitions filed are dismissed. Consequently, all interim orders passed by the CLB were vacated. As a result, whereof pending proceedings before the High Court under Section 10F of the Companies Act filed by two above shareholders were also dismissed for non-prosecution.

AUDITORS

D. P. Sen & Co.,Chartered Accountants, Kolkata, the Statutory Auditors of the Company, hold office until conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

APPOINTMENT OF COST AUDITOR

The Board of Directors at its Meeting held on 30 May 2012 has reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for carrying out audit of cost accounting records in respect of jute goods for the financial year 2012-13.

The Auditors Report on cost accounting records of the Company for the financial year 2011-12 were filed with Ministry of Corporate Affairs on 19 February 2013 (within the due date).

SUBSIDIARY

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies are disclosed in the Annual Report in compliance with the said 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 are also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies. The consolidated financial statement presented by the Company include the financial results of its subsidiary companies i.e. Champdany Constructions Ltd., Landale & Clark Ltd. and AIC Properties Ltd. West Bengal Multifiber Jute Park Ltd. has ceased to be a Subsidiary with effect from 5 March 2013.

CONSOLIDATED FINANCIAL STATEMENT

In compliance with the requirements of Accounting standards (AS-21) prescribed by the Institute of Chartered Accountants of India, on the Consolidated Financial Statement, this Annual Report also includes the Consolidated Financial Statement.

AUDITOR''S REPORT

Observations of the Auditors in their report vide para A.I, have been adequately dealt with in the Notes 45 to 48 of the Accounts, which are explained hereunder seriatim.

i) The commodity hedging contracts are accounted for on the date of their settlement and realised gain/loss in respect of only settled contracts are recognised in the Profit and Loss Account, alongwith underlying transactions. This is in accordance with the principles of prudence.

ii) In respect of Loss on Account of Fire at the Company''s Wellington Jute Mill on 22 April 2006 and 21 January 2011, the Company has not made any adjustment in the books as the claim is pending settlement with the Arbitrator and Insurance Company respectively. The Company recognises insurance claims on receipt/assessment basis of related claim from the insurance authorities.

iii) The Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit i.e. Jagatdal, it was accounted for on cash basis for the intervening period of 1996-97 to 2006-07 as explained in Note No. 47 to the Accounts.

iv) Remission of Taxes by the Sales Tax authorities: The matter is pending for settlement with the authorities and will be adjusted on reaching finality. Meanwhile it has been adequately explained in the Note 48(a) to the Accounts which is an integral part of the Annual Accounts.

v) There is a long-standing advance of Rs.26.93 lacs which is pending since takeover of erstwhile Anglo- India Jute Mills Co. Ltd from BIFR and recoverable from the erstwhile promoter.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The provision of Section 217(2A) of the Companies Act, 1956 read with rules thereunder is not applicable to the Company, since there is no employee in the service of the Company drawing remuneration in excess of the prescribed limit.

Additional information required under Section 217(1)(e) of the Companies Act, 1956 on conservation of energy, technology absorption and foreign exchange earnings and outgo, is set out in a separate statement attached to this report and forms part of it.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work etc as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from Export-Import Bank of India, the Government of West Bengal, the Company''s bankers, customers, employees, shareholders and other business associates.

On behalf of the Board

Place: Kolkata B Wadhwa 1

Date: 30 May 2013 N Pujara } Directors


Mar 31, 2012

The Directors have pleasure in presenting their report alongwith Audited Financial Results of the Company for the year ended 31st March 2012.

(Rs. in lacs)

Year ended Year ended 31st March, 31st March, 2012 2011

Total Income 39440.62 34515.21

Profit before Finance Cost, Depreciation, Exceptional items and Tax 1921.32 1294.58

Less:

Finance Cost 801.48 619.08

Depreciation and Amortisation 697.34 652.79

Profit before Exceptional items and Tax 422.50 22.71

Exceptional items 361.37 0.93

Profit Before Tax 61.13 21.78

Provision for Tax:

- Current Tax 13.15 6.30

- Deferred Tax Liability/(Asset) (27.03) 0.35

Profit After Tax 75.01 15.13

Adjustment relating to earlier years (taxes) 7.19 15.99

Balance carried over 67.82 (0.86)

DIVIDEND:

In view of inadequacy of profits, your Directors do not recommend any dividend on Preference or Equity Shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate Section and forms part of the Directors' Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors' Report.

BOARD OF DIRECTORS:

As per the provisions contained in the Companies Act, 1956 and the Articles of Association of the Company, Mr. S. K. Mehera, Mr. S. M. Palia and Mr. N. Das, Directors retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume/details relating to Directors seeking re-appointment are furnished in the Annexure to the notice of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956.

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with a proper explanation relating to material departures.

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

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

LEGAL MATTERS

The Company's two foreign shareholders - Blancatex AG and Aldgate International SA have filed two separate petitions under section 397 and 398 of the Companies Act, 1956 before the Company Law Board (CLB) primarily challenging the transfer of the Rampur Texpro Unit to Champdany Constructions Ltd, the Company's wholly owned subsidiary and proposed transfer of the Shalimar Unit to AIC Properties Ltd, another wholly owned subsidiary of the Company.

The CLB had passed an interim order dated 12 January 2010 against the Company restraining it from acting in furtherance of the resolution for transfer of the Shalimar Unit during the pendency of the proceedings. The said order also restrained Champdany Constructions Ltd from transferring or creating any third party interest in the fixed assets of the Rampur Texpro Unit. The interim order dated 12 January 2010 has been set aside/modified in an appeal filed by the Company's subsidiary Champdany Construction Ltd which has been allowed to lease out the premises in question.

The Company is contesting the said petitions to be without any merit since the transfer of the Rampur Texpro Unit and proposed transfer of the Shalimar Unit have been approved by the majority shareholders of the Company.

In the pending proceedings, the two shareholders also sought disclosure of certain documents including board minutes and notes etc.

The Company has strongly contested the said application as well. CLB vide its order dated 17 May 2010 partly allowed the said application and directed the company to disclose board minutes relating to incorporation of subsidiary companies for diversifying into the construction and/or real estate business and expenditure and income that may be generated from the Rampur Texpro Unit and the Shalimar Unit.

The Company preferred two appeals separately against the two shareholders viz. Blancatex AG and Aldgate International SA. Blancatex AG and Aldgate International SA also preferred cross appeals challenging the Order dated 17 May 2010 for not allowing inspection and disclosure of all the documents as sought.

By a Judgement dated 21 March 2011, all the appeals were disposed of by the Hon'ble High Court directing the two shareholders to file their respective rejoinders and directed the CLB to reconsider the application seeking disclosure after completion of pleadings. Blancatex AG and Aldgate International SA have filed their respective rejoinders.

The two shareholders Blancatex AG and Aldgate International SA" have now approached the Company with a proposal of settlement and have proposed to withdraw the proceedings. The proposal is being considered.

AUDITORS;

D. P. Sen & Co., Auditors of the Company, hold office until conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Appointment of Cost Auditor:

The Board of Directors at its Meeting held on 30 May 2011 has reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for carrying out audit of cost accounting records in respect of jute goods for the financial year 2011-12.

The Auditors Reports on cost accounting records of the company for the financial year 2010-11 were filed with Ministry of Corporate Affairs on 5 September 2011 (within the due date).

SUBSIDIARY:

As required under the provisions of Section 212 of the Companies Act, 1956, the Audited Accounts, together with the Directors' Report and Auditor's Report of the subsidiary Companies namely, Landale & Clark Limited, West Bengal Multifiber Jute Park Ltd, Champdany Constructions Limited and AIC Properties Ltd, are appended to and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT:

In compliance with the requirements of Accounting Standards (AS-21) prescribed by the Institute of Chartered Accountants of India, on the Consolidated Financial Statement, this Annual Report also includes the Consolidated Financial Statement.

AUDITOR'S REPORT:

Observations of the Auditors in their report vide para D (I) (i) to D (I) (v), have been adequately dealt with in the Notes 45 to 48 of the Accounts, which are explained hereunder seriatim.

(i) The commodity hedging contracts are accounted for on the date of their settlement and realised gain/loss in respect of only settled contracts are recognised in the Profit and Loss Account, alongwith underlying transactions. This is in accordance with the principles of prudence.

(ii) In respect of Loss on Account of Fire at the Company's Wellington Jute Mill on 22nd April, 2006 and 21st January 2011, the Company has not made any adjustment in the books as the claim is pending settlement with the Arbitrator and Insurance Company respectively. The Company recognises insurance claims on receipt/assessment basis of related claim from the insurance authorities.

(iii) The Company is providing Gratuity Liability on accrual basis for all its units and only in respect of one unit i.e. Jagatdal, it was accounted for on cash basis for the intervening period of 1996- 97 to 2006-07 as explained in Note No.47 to the Accounts.

(iv) Remission of Taxes by the Sales Tax authorities: The matter is pending settlement with the authorities and will be adjusted on reaching finality. Meanwhile it has been adequately explained in the Note 48 (a) to the Accounts which is an integral part of the Annual Accounts.

(v) There is a long-standing advance of Rs. 26.93 lacs which is pending since takeover of erstwhile Anglo-India Jute Mills Co. Ltd from BIFR and recoverable from the erstwhile promoter on finality of court cases.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

The provision of Section 217(2A) of the Companies Act, 1956 read with rules thereunder is not applicable to the Company, since there is no employee in the service of the Company drawing remuneration in excess of the prescribed limit.

Additional information required under Section 217(1)(e) of the Companies Act, 1956 on conservation of energy, technology absorption and foreign exchange earnings and outgo, is set out in a separate statement attached to this report and forms part of it.

INDUSTRIAL RELATIONS:

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work etc as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from Export-Import Bank of India, the Government of West Bengal, the Company's bankers, customers, employees, shareholders and other business associates.

On Behalf of the Board

D. J. Wadhwa N. Pujara Director Director

Place: Kolkata

Dated: August 13th 2012.


Mar 31, 2010

The Directors have pleasure in presenting their report alongwith Audited Financial Results of the Company for the year ended 31st March 2010.

(Rs. in lacs)

Year ended Year ended

31st March, 2010 31st March, 2009

Total Income 24613.75 30906.86

Profit before Interest, Depreciation, Exceptional items (net) and Tax 1601.45 1924.87

Less:

Interest 676.21 728.61

Depreciation 769.01 845.84

Exceptional items (net) 83.36 165.40

Profit Before Tax 72.87 185.02

Provision for Tax:

- Current Tax 14.84 22.35

- Deferred Tax Liability/ (Asset) (23.96) (165.15)

- Fringe Benefit Tax - 10.44

Profit After Tax 81.99 317.38

Add: Profit brought forward from the Previous year 457.83 495.01

Adjustment relating to earlier years (taxes) (524.60) (36.55)

Amount available for appropriation 15.22 775.84

Dividend on Preference Shares - 15.40

Tax on Dividend - 2.61

Transfer to Capital Redemption Reserve - 50.00

Transfer to General Reserve - 250.00

Balance carried over to next year 15.22 457.83

DIVIDEND:

In view of inadequacy of profits, your Directors are constrained by not recommending any dividend on Preference as well as on Equity Shares.

ALTERATION & AMENDMENT OF AUTHORISED SHARE CAPITAL CLAUSE

In terms of the resolution passed by the shareholders by postal ballot on 15.01.2010 the authorised share capital clause 5 of the Memorandum of Association of the Company was altered and amended as follows. The Authorised Share Capital of the Company is Rs. 35,00,00,000 (Rupees Thirty Five Crore) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 5 each, 30,00,000 (Thirty Lacs) 7% Cumulative Preference Shares of Rs. 10 each and such Preference Shares shall confer the right to a fixed cumulative preferential dividend at the rate of 7 percent per annum on the capital for the time being paid up thereon and 2,40,00,000 (Two Crores Forty Lacs) 2% Cumulative Preference Shares of Rs. 5 each and such Preference shares shall confer the right to a fixed cumulative preferential dividend at the rate of 2 percent per annum on the capital for the time being paid up thereon. Both Preference Shares shall rank as regards capital in priority to the Equity Shares but shall not confer the right to any further participation in profits or assets, and upon any increase of capital, the company is to be at liberty to issue any new shares with any preferential, deferred, qualified or special rights, privileges or conditions attached thereto. The rights for the time being attached to the Preference Shares in the initial capital or to any shares having preferential, deferred, qualified of special rights, privileges or conditions attached thereto may be altered or dealt with in accordance with the provisions of the accompanying Articles of Association, but not otherwise.

RIGHT ISSUE OF NON-CONVERTIBLE 2% CUMULATIVE PREFERENCE SHARES OF RS.5/- EACH

In terms of the Memorandum of Information dated 15.02.2010 sent to all the Equity Shareholders 22533000 nos. of Non-convertible 2% Cumulative Preference Shares of face value Rs.5/- each were offered in right basis in the ratio of 1:1 to the equity shareholders of the company as on 12.02.2010, the record date fixed for the purpose. The issue was opened for subscription from 25.02.2010 to 24.03.2010. Against the above issue, the company received valid applications for 12414353 nos of shares and accordingly 12414353 nos of Non-convertible 2% Cumulative Preference Shares of Rs.5 each were allotted to the allottees on 30.03.2010. The shares requested for allotment in electronic form were credited to the Depository Account of the shareholders on 13.04.2010 by CDSL and 14.04.2010 by NSDL and wherever the shares were requested in physical form necessary share certificates despatched to the respective shareholders by Registered Post on 14.04.2010. The proceeds of the right issue of Non-convertible 2% Cumulative Preference Shares have been utilized by the company as per the terms of the issue.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in separate Section and forming part of the Directors Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors Report.

BOARD OF DIRECTORS:

As per the provisions contained in the Companies Act, 1956 and the Articles of Association of the Company Mr. Harbhajan Singh, Mr. N. Pujara and Mr. B. Wadhwa, Directors retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume/details relating to Directors seeking re-appointment are furnished in the Annexure to the notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956.

(i) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts have been prepared on a going concern basis.

LEGAL MATTER :

Companys two foreign Shareholders - Blancatex AG and Aldgate International SA have filed two separate petitions under section 397 and 398 of the Companies Act, 1956 before Company Law Board (CLB) primarily challenging the transfer of Rampur Texpro Unit to Champdany Constructions Ltd., Companys wholly owned subsidiary and pro- posed transfer of Shalimar Unit to AIC Properties Ltd. another wholly owned subsidiary of the Company. The CLB has passed an interim order dated 12.01.2010 against the Company restraining it from acting in furtherance to the resolution for transfer of Shalimar Unit during the pendency of the proceedings. The said order also restrains Champdany Constructions Ltd from transferring or creating any third party interest in the fixed assets of the Rampur Texpro Unit.

The Company is contending the petitions as without any merit as the transfer of the Rampur Texpro Unit and proposed transfer of Shalimar Unit have been approved by the majority Shareholders of the Company.

In the pending proceedings, the two Shareholders have sought disclosure of certain documents including board minutes and notes etc. the Company has strongly contested the said claim. CLB in its last order dated 17.05.2010 has partly allowed the said application and has directed the company to disclose board minutes relating to incorpo- ration of Subsidiary Companies for diversifying into the construction and/or real estate business and expenditure and income that may be generated from Rampur Texpro Unit and Shalimar Unit. The Company is planning to file an appeal against the said order before the High Court of Calcutta.

In the pending proceeding before CLB, Champdany Constructions Ltd. had also filed and application for modification of the interim order, whcih has been rejected by the CLB vide its order dated 17.05.2010.

AUDITORS:

M/s. D. P. Sen & Co., auditors of the Company, hold office until conclusion of the forthcoming Annual General

Meeting and, being eligible, offer themselves for re-appointment.

SUBSIDIARY:

As required under the provisions of Section 212 of the Companies Act, 1956, the audited accounts together with Directors Report and Auditors Report of the subsidiary Companies namely, Landale & Clark Limited, West Bengal Multifiber Jute Park Ltd, Champdany Constructions Limited and AIC Properties Ltd, are appended to and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT:

In compliance with the requirements of Accounting Standards (AS-21) prescribed by the Institute of Chartered Accountants of India, on Consolidated Financial Statement, this Annual Report also includes Consolidated Financial Statement.

AUDITORS REPORT:

Observations of the auditors in their report vide para D (I) (i) to D (I) (vi), have been adequately dealt with in the Notes 24 to 27 (c) in Schedule 17 of the accounts which are explained hereunder seriatim.

(i) The commodity hedging contracts are accounted on the date of their settlement and realised gain/loss in respect of only settled contracts are recognised in the Profit and Loss Account, alongwith underlying transaction.

This is in accordance with principles of prudence.

(ii) In respect of Loss on Account of Fire at the companys Wellington Jute Mill on 22nd April, 2006, the company has not made any adjustment in the books as the claim is pending settlement with the Arbitrator.

The company recognises Insurance claims on receipt/assessment basis of related claim from Insurance Authorities.

(iii) The company is providing Gratuity liability on accrual basis for all of its units from financial year 2007-08 and only in respect of one unit i.e. Jagatdal, it was accounted on Cash Basis for the intervening period of 1996-97 to 2006-07 as explained in Note No. 26 in Schedule 17 to the Accounts.

(iv) Remission of Taxes by Sales Tax : The matter is pending settlement with Authorities and will be adjusted on reaching finality. Meanwhile it has been adequately explained in the Note 27(a) of Schedule 17, which is an integral part of Annual Account.

(v) There is a long standing advance of Rs. 26.93 lacs which is pending since takeover of the company from BIFR and recoverable agaist the demand of erswhile promoter on finality of the court cases.

(vi) Landale & Clark Ltd. was inherited as a part of acquisition of Anglo-India Jute Mills Co Ltd. thorugh BIFR as Subsidiary Company. Major portions of Assets are in Bangladesh.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

The provision of Section 217(2A) of the Companies Act, 1956 read with rule there under was not applicable to the Company, since there was no employee in the service of the Company drawing remuneration in excess of the prescribed limit.

Additional information required under Section 217(1)(e) of the Companies Act, 1956 on conservation of energy, technology absorption and foreign exchange earnings and outgo, is set out in a separate statement attached this report and forms part of it.

INDUSTRIAL RELATIONS:

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Industry wide strike in West Bengal Jute Industry from December 14, 2009 to February 12, 2010 and Units under suspension of work etc as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from Export-Import Bank of India, the Government of West Bengal, Companys Bankers, customers, employees, shareholders and other business associates.



On behalf of the Board

Place : Kolkata

Date : 30 May, 2010 B.Wadhwa

Directors N.Pujara

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