Mar 31, 2016
TO THE MEMBERS
The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of your Company for the year ended 31st March, 2016.
HIGHLIGHTS OF PERFORMANCE (Rs. in Lakhs)
1 Particulars |
Year ended 31st March 2016 |
Year ended 31st March 2015 |
Turnover |
5885.26 |
5502.63 |
Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT) |
100.62 |
127.70 |
Interest |
- |
0.02 |
Profit/(Loss) before Depreciation & Taxation (PBDT) |
100.61 |
127.68 |
Depreciation |
16.52 |
28.68 |
Profit/(Loss) Before Tax and Extraordinary items (PBTE) |
84.09 |
99.00 |
Extraordinary items |
- |
- |
Profit/(Loss) Before Tax (PBT) |
84.09 |
99.00 |
Provision for Taxation/Deferred Tax/Tax for earlier year |
(9.17) |
6.58 |
Profit/(Loss) After Tax (PAT) (A) |
93.26 |
92.42 |
Balance brought forward from previous year |
1096.27 |
1070.59 |
Less: Adjustments due to change in depreciation method |
- |
16.20 |
Balance after adjustment (B) |
1096.27 |
1054.39 |
Profit available for appropriation (A B) |
1189.53 |
1146.81 |
Proposed Dividend |
36.11 |
50.55 |
Profit carried to Balance Sheet |
1153.42 |
1096.26 |
Consolidated income for the year increased by 7.48% to Rs. 61.49 Crore as compared to Rs.56.89 Crore in 2014 -2015;
Consolidated net sales for the year was Rs. 58.85 Crore as compared to Rs. 55.03 Crore in 2014 - 2015, a growth of 6.94%;
Consolidated profit before tax for the year was Rs. 0.84 Crore as compared to Rs. 0.99 Crore in 2014 - 2015; Consolidated Profit after tax for the year was Rs. 0.93 Crore as compared to Rs.0.92 Crore in 2014 - 2015.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Aâ.
MEETINGS OF THE BOARD
During the year under review, four Board Meetings were held on 11th May, 2015, 10th August, 2015, 6th November, 2015 and 5th February, 2016.
During the year 2015-2016 the Audit Committee met on 11th May, 2015, 10th August, 2015, 5th November, 2015 and 5th February, 2016.
The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013.
OTHER INFORMATION
Conservation of Energy
Your Company''s activities being trading in nature, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable.
Your Company not being engaged in any manufacturing activity, disclosure in respect of total energy consumption and energy consumption per unit of production is not applicable.
Technology Absorption
Your Company not being engaged in any manufacturing activity, disclosure in this regard is therefore not applicable. Foreign exchange earnings and outgo
As trade between India and Bhutan are being transacted in Indian Rupees, there has been no foreign exchange earnings or outgo during the year.
RISK MANAGEMENT POLICY
Your Company has implemented an effective risk management policy aiming to reduce loss or injury arising out of various risk exposures, focusing on risk assessment, risk management and risk monitoring.
ANNUAL EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Your Board of Directors has adopted an annual evaluation process for evaluating its own performance and that of its Committees and Independent Directors.
The formal evaluation was performed by sending out assessment questionnaires to all the Directors for their responses, for evaluating the performance of the Board as a whole, the Committees and the individual Directors (self-evaluation) and also seeking one on one feedback from each individual Director.
DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR
There were no Directors / Key Managerial Personnel appointed during the year under review.
DIRECTORS
In terms of Article 72(ii) of the Articles of Association of the Company, Mr. Rohan Ghosh (DIN : 00032965), who shall retire by rotation at the forthcoming Annual General Meeting shall not be understood to have ceased to hold the office of Managing Director, if re-elected.
Dasho Wangchuk Dorji has been the Managing Director of the Company since 1995. He was re-appointed twice for successive periods of 5 (five) years and thereafter twice for the successive periods of 3 (three) years. As per the last Service Agreement dated 29th May, 2013, entered into by and between the Company and Dasho Wangchuk Dorji, his term expired on 19th May, 2016. This appointment was approved by the Central Government, vide its letter no. B81974925/2013-CL.VII dated 8th January, 2014. During this term of 3 years, Dasho Wangchuk Dorji was re-designated as a Whole-time Director of the Company on 19th May, 2014, with no change in the terms of his employment. Upon expiry of the term of Dasho Wangchuck Dorji, a new Service agreement has been entered into by and between the Company and Dasho Wangchuk Dorji re-appointing him as a Whole time Director for a period of3 years commencing from 20th May, 2016.
DEPOSITS
The Company has not accepted any deposit from the public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
ORDERS PASSED BY REGULATORS
During the year under report, there were no significant and material orders passed by regulators or courts or tribunals, impacting the Company''s going concern status and its future operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System, carried out by external firms of Chartered Accountants, which is commensurate with the size, scale and complexity of its operations.
Based on the reports of internal auditors, the respective heads of the departments/divisions 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 of the Board.
The financial statements provide a true and fair view of the state of affairs of the Company and are compliant with the accounting standards notified in the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
Your Company falls outside the ambit of Section 135 of the Companies Act, 2013 as regards Corporate Social Responsibility, in terms of its net worth, turnover and net profit during the financial year ended on 31st March, 2016.
COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee consists of three Non-executive Independent Directors, possessing the requisite experience and expertise.
The composition of the Audit Committee is as follows:
Mr. Prem Sagar Independent Director Chairman
Mr. Kanwal Nain Malhotra Independent Director Member
Mr. Vinay Killa Independent Director Member
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has put in place a Vigil Mechanism Policy in accordance with Section 177(10) of the Companies Act, 2013. The details of the policy may be viewed at the official website of the Company at www.taiind.com and is also annexed hereto as âAnnexure Dâ
PREVENTION OF SEXUAL HARASSMENT
Your Company is committed to provide a safe and secure working environment to its women employees.
There were no cases of sexual harassment reported during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed as âAnnexure Eâ
CORPORATE GOVERNANCE
In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from complying with the Corporate Governance provisions as mentioned in paras C, D and E of Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialized form for all shareholders. As on 31st March, 2016, 62.28 % of the total number of shares, stand dematerialized.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed hereto as âAnnexure Fâ.
AUDITORS
In terms of Section 139 of the Companies Act, 2013, M/s Ray and Ray, Chartered Accountants, have completed their term in the Company.
A new firm of Chartered Accountants, M/s. KAMG & Associates (Reg. No. 311027E), are being proposed to be appointed as Auditors of the Company from the conclusion of the Thirty Third Annual General Meeting, as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
M/s. KAMG & Associates (Reg. No. 311027E) have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs T. Chatterjee & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as âAnnexure Gâ.
There were no adverse comments in the Secretarial Audit Report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their grateful appreciation of the excellent support and co-operation received from the Shareholders, Banks, Financial Institutions and Investors, Government Authorities, Stock Exchanges, Reserve Bank of India, Central and State Governments. Your Directors also wish to place on record their deep appreciation of the dedication, competence and support of the employees at all levels for their contribution towards the performance of your Company.
For and on behalf of the Board
WANGCHUK DORJI
Place: Kolkata (DIN : 00296747)
Date:26thMay,2016 Chairman
Mar 31, 2015
DEAR MEMBERS,
The Directors have pleasure in presenting their 32nd Annual Report on
the business and operations of your Company for the year ended 31st
March, 2015.
HIGHLIGHTS OF PERFORMANCE
(Rs. in Lakhs)
Particulars Year ended Year ended
1s tMarch 2015 31st March 2014
Turnover 5253.51 5099.99
Profit/(Loss) before Interest,
Depreciation & Taxation (PBIDT) 127.70 130.51
Interest 0.02 1.69
Profit/(Loss)before Depreciation &
Taxation(PBDT) 127.68 128.82
Depreciation 28.68 23.78
Profit/(Loss)Before Tax and Extraordinary
items(PBTE) 99.00 105.04
Extraordinary items - -
Profit/(Loss) Before Tax (PBT) 99.00 105.04
Provision for Taxation / (Deferred Tax) 6.58 26.75
Profit/(Loss) After Tax (PAT) (A) 92.42 78.29
Balance brought forward from previous
year 1070.59 1041.43
Less: Adjustments due to change in
depreciation method 16.20 0.00
Balance after adjustment (B) 1054.39 1041.43
Profit available for appropriation
(A B) 1146.81 1119.72
Proposed Dividend 50.55 49.14
Profit carried to Balance Sheet 1096.26 1070.58
Consolidated income for the year increased by 3% to Rs. 56.89 Crore as
compared to Rs. 55.45 Crore in 2013 - 2014; Consolidated net sales for
the year was Rs. 52.53 Crore as compared to Rs. 51.00 Crore in 2013 -
2014, a growth of 3%;
Consolidated profit before tax for the year was Rs. 0.99 Crore as
compared to Rs. 1.05 Crore in 2013 - 2014; Consolidated profit after
tax for the year was Rs. 0.92 Crore as compared to Rs.0.78 Crore in
2013 - 2014.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure A".
MEETINGS OF THE BOARD
During the year four Board Meetings and four Audit Committee Meetings
were convened and held on 19th May, 2014, 12th August, 2014, 14th
November, 2014 and 5th February, 2015.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act,
2013, the Directors hereby confirm, to the best of their knowledge and
belief, that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures;
(b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern
basis;
(e) The Directors have laid down internal financial controls to be
followed by the Company which are adequate and operating effectively;
and
(f) 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.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
Mr. Prem Sagar, (DIN : 00040396), Mr. K.N. Malhotra (DIN: 00128479),
Mr. Vinay Killa (DIN : 00060906) and Ms. Sarada Hariharan (DIN :
06914753), Independent Directors, have filed the requisite declarations
with the Company as per Section 149(7) of the Act to the effect that
they qualify as Independent Directors within the meaning of Section
149(6) of the Act.
REMUNERATION POLICY
Upon the recommendations of the Nomination and Remuneration Committee
in terms of Section 178(4) of the Companies Act, 2013, your Board has
adopted a policy relating to the remuneration for the Directors, key
managerial personnel and other employees of the Company. The said
policy is annexed herewith as "Annexure B" and may be viewed at the
official website of the Company at www.taiind.com.
The composition of the Nomination and Remuneration Committee is as
follows:
Mr. Prem Sagar Independent Director Chairman
Dasho Topgyal Dorji Non-executive Director Member
Mr. Kanwal Nain Malhotra Independent Director Member
Mr. Vinay Killa Independent Director Member
DIRECTORS' RESPONSE TO COMMENTS MADE IN THE AUDITOR'S REPORT
There were no adverse remarks in the Auditor's Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans, guarantees or made any investments
exceeding sixty per cent of its paid-up share capital, free reserves
and securities premium account or one hundred per cent of its free
reserves and securities premium account, whichever is more, as
prescribed in Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company. All Related Party
Transactions are placed before the Audit Committee, as also the Board,
for approval. Prior omnibus approval of the Audit Committee is obtained
on a quarterly basis for the transactions which are of a foreseen and
repetitive nature. The statement of particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 is annexed hereto as "Annexure C".
STATE OF COMPANY'S AFFAIRS
The details of Revenue/lncome from operations of your Company for the
different segments compared to that of the previous year, is given
hereunder:
Particulars Druk C3- Retail Total
(Rs.) (Rs.) (Rs.)
Segment Revenue
Current Year 38,41,38,039 14,12,12,944 52,53,50,983
Previous Year 42,54,29,277 12,90,28,856 55,44,58,133
Segment Results
Current Year 1,27,61,955 7,923 1,27,69,878
Previous Year 1,41,92,042 (11,40,896) 1,30,51,146
PLANS AND PROSPECTS
Fruit Product Division
Faced by constrains such as high cost of warehousing facilities and
transport costs, high inventory carrying cost, high taxation, high
packaging cost, affordability and cultural preference of fresh food,
this division saw a challenging year in 2014-2015.
To alleviate the situation, several trade and consumer initiatives were
launched during the year to reach out to a large number of consumers
beyond our traditional markets and customer segments, to further
consolidate the Brand's potential.
Your Company's strength continues to lie in its established brand image
and product quality
Your Company is exploring opportunities to expand its breakfast
category by introducing new variants of cereals.
Industrial Division
Despite market competition coupled with the sluggish growth of the
steel industry, the performance of this division was good.
Your Company is looking at developing additional supply sources and
setting up more screening and sizing facilities. Retail Division
C3's performance grew significantly over that of last year. Despite
poor market outlook, C3 has not only defended its market share but has
also managed to enhance its performance.
The introduction of the hard liquor section also attracted better
footfalls.
Future plans and prospects lie in the direction of gradually phasing
out shop in shops after profitability is achieved.
TRANSFER TO RESERVES
Your Board has considered appropriate not to transfer any amount to the
General Reserves of the Company. The entire amount of Rs. 0.92 Crores
is proposed to be retained in the Statement of Profit and Loss.
DIVIDEND
Yours Directors have recommended a dividend of Re. 0.70 per share (7 %
on an equity share of Rs. 10/- each). The payment of the aforesaid
dividend is subject to the approval of the shareholders at the
forthcoming Annual General Meeting.
OTHER INFORMATION
Conservation of Energy
Your Company's activities being trading in nature, energy consumed is
only in the nature of electrical consumption for use and maintenance of
office appliances. However, the efforts of your Company are aimed at
keeping the consumption levels to as low as practicable.
Your Company not being engaged in any manufacturing activity,
disclosure as per Form A of the Annexure in respect of total energy
consumption and energy consumption per unit of production is not
applicable.
Technology Absorption
Your Company not being engaged in any manufacturing activity,
disclosure as per Form B of the Annexure is not applicable.
Foreign exchange earnings and outgo
As trade between India and Bhutan are being transacted in Indian
Rupees, there has been no foreign exchange earnings or outgo during the
year.
RISK MANAGEMENT POLICY
Your Company has implemented an effective risk management policy aiming
to reduce loss or injury arising out of various risk exposures,
focusing on risk assessment, risk management and risk monitoring.
ANNUAL EVALUATION OF BOARD, COMMITTES AND DIRECTORS
Your Board of Directors has adopted an annual evaluation process for
evaluating its own performance and that of its Committees and
Independent Directors.
The formal evaluation was performed by sending out assessment
questionnaires to all the Directors for their responses, for evaluating
the performance of the Board as a whole, the Committees and the
individual Directors (self evaluation) and also seeking one on one
feedback from each individual Director.
DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR
Mr. Prem Sagar (DIN: 00040396), Mr. K.N. Malhotra (DIN: 00128479) and
Mr. Vinay Killa (DIN: 00060906), the existing Independent Directors of
the Company were appointed as Independent Directors under Section 149
of the Companies Act, 2013, at the Annual General Meeting of the
Company held on 17th September, 2014.
Ms. Sarada Hariharan (DIN: 06914753), was appointed Independent
Director under Section 149 of the Companies Act, 2013, at the Annual
General Meeting of the Company held on 17th September, 2014.
Mr. Rohan Ghosh (DIN: 00032965) was appointed Managing Director of the
Company at the Annual General Meeting of the Company held on 17th
September, 2014.
The appointments of Ms. Mou Mukherjee as the CFO of the Company and Ms.
Indira Biswas (ACS 9621), Company Secretary, under Section 203 of the
Companies Act, 2013, were noted at the Meeting of the Board held on19th
May, 2014.
In terms of Section 203 of the Companies Act, 2013, the following
persons qualify as Key Managerial Personnel: Mr. Rohan Ghosh - Managing
Director Ms. Mou Mukherjee - Chief Financial Officer Ms. Indira Biswas
- Company Secretary
The details of the above Directors and Key Managerial Personnel are
annexed herewith as "Annexure D".
DIRECTORS
In terms of Article 59(2) of the Articles of Association of the
Company, Dasho Wangchuk Dorji (DIN : 00296747), who shall retire by
rotation at the forthcoming Annual General Meeting shall not be
understood to have ceased to hold the office of Whole Time Director, if
re-elected.
DEPOSITS
The Company has not accepted any deposit from the public, falling
within the ambit of Section 73 of the Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014.
ORDERS PASSED BY REGULATORS
During the year under report, there were no significant and material
orders passed by regulators or courts or tribunals, impacting the
Company's going concern status and its future operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System, carried out by external
firms of Chartered Accountants, which is commensurate with the size,
scale and complexity of its operations.
Based on the reports of internal auditors, the respective heads of the
departments/divisions 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 of the Board.
The financial statements provide a true and fair view of the state of
affairs of the Company and are compliant with the accounting standards
notified in the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
Your Company falls outside the ambit of Section 135 of the Companies
Act 2013 as regards Corporate Social Responsibility, in terms of its
net worth, turnover and net profit during the financial year ended on
31st March, 2015.
COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee consists of three Non-executive Independent
Directors, possessing the requisite experience and expertise.
The composition of the Audit Committee is as follows:
Mr. Prem Sagar Independent Director Chairman
Mr. Kanwal Nain Malhotra Independent Director Member
Mr. Vinay Killa Independent Director Member
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has put in place a Vigil Mechanism Policy in accordance
with Section 177(10) of the Companies Act, 2013. The details of the
policy may be viewed at the official website of the Company at
www.taiind.com and is also annexed hereto as "Annexure E".
PREVENTION OF SEXUAL HARASSMENT
Your Company is committed to provide a safe and secure working
environment to its women employees.
There were no cases of sexual harassment reported during the year under
review.
CORPORATE GOVERNANCE/ MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Circular no. CIR/ CFD/ POLICY CELL/ 7/ 2014 dated September
15, 2014, issued by the Securities and Exchange Board of India,
compliance with Clause 49 of the Listing Agreement is not mandatory for
your Company. Accordingly, a corporate governance report and a
management discussion and analysis report do not form a part of the
Board's Report.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialised
form for all shareholders. As on 31st March, 2015, 60.88 % of the total
number of shares, stand dematerialised.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, is annexed hereto
as "Annexure F".
AUDITORS
The Company's Auditors, Messers Ray & Ray, Chartered Accountants,
(Registration No. 301072E) who retire at the conclusion of the
forthcoming Annual General Meeting, are eligible, for re - appointment
from the conclusion of the Thirty Second Annual General Meeting till
the conclusion of the Thirty Third Annual General Meeting, as per the
provisions of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014.
They have confirmed their eligibility underSection 141 of the Companies
Act, 2013 and the Rules framed thereunder for reappointment as Auditors
of the Company. The auditors have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed Messrs T. Chatterjee
& Associates, a firm of Company Secretaries in Practice ( Registration
No. 301072E) to undertake the Secretarial Audit of the Company. The
Report of the Secretarial Audit is annexed herewith as "Annexure G".
ACKNOWLEDGEMENTS
Your Directors wish to place on record their grateful appreciation of
the excellent support and co-operation received from the Shareholders,
Banks, Financial Institutions and Investors, Government Authorities,
Stock Exchanges, Reserve Bank of India, Central and State Governments.
Your Directors also wish to place on record their deep appreciation of
the dedication, competence and support of the employees at all levels
for their contribution towards the performance of your Company.
For and on behalf of the Board
WANGCHUK DORJI
Place: Kolkata Chairman
Date: 11th May, 2015 (DIN:00296747)
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting their 31st Annual Report on
the business and operations of your Company for the year ended 31st
March, 2014.
FINANCIAL PERFORMANCE
(Rs in Lakhs)
Particulars Year ended Year ended
31st March 2014 31st March 2013
Turnover 5099.99 5021.70
Profit/(Loss) before Interest,
Depreciation & Taxation (PBIDT) 130.51 98.31
Interest 1.69 6.02
Profit/(Loss)before Depreciation &
Taxation(PBDT) 128.82 92.29
Depreciation 23.78 26.47
Profit/(Loss) Before Tax and
Extraordinary
items (PBTE) 105.04 65.82
Extraordinary items  Â
Profit/(Loss)BeforeTax(PBT) 105.04 65.82
Provision for Taxation /
(Deferred Tax) 26.75 (2.92)
Profit/(Loss) After Tax (PAT) 78.29 68.74
Balance brought forward from
previous year 1041.43 972.69
Profit
available for appropriation 1119.73 1041.43
Proposed Dividend & Tax on
Proposed Dividend 49.14 ___
Profit carried to Balance Sheet 1070.59 1041.43
ACCOUNTING POLICIES AND PROCEDURES
The major accounting policies in conformity with the Accounting
Standards and Guidelines issued by The Institute of Chartered
Accountants of India from time to time which have been specified in
the Companies Act, 1956 have been followed as usual in course of
preparing and presenting these Accounts. Such accounting policies have
been suitably incorporated in the Notes to Financial Statements.
Your Company continues to have an adequate internal audit system
carried out by external firms of Chartered Accountants who submit
their Reports upon completion of audit for consideration by the
Directors.
RESUME OF PERFORMANCE
The details of Revenue/Income from operations of your Company compared
to that of the previous year is given hereunder:
Particulars Druk C3-Retail Total
(Rs) (Rs) (Rs)
Segment Revenue
Current Year 42,54,29,277 12,90,28,856 55,44,58,133
Previous Year 44,19,20,986 11,01,24,052 55,20,45,038
Segment Results
Current Year 1,41,92,042 (11,40,896) 1,30,51,146
Previous Year 1,02,77,332 (4,46,129) 98,31,203
PLANS AND PROSPECTS
Fruit Product
Division
The fruit product business saw a challenging year, brought about by
the overall slowdown in the economy which affected the FMCG sector,
with companies posting deceleration in volume growth in their
financial results.
To alleviate the situation, several trade and consumer initiatives
were launched during the year to reach out to a large number of
consumers. Your Company''s main focus, therefore, will continue to be
in further consolidating the Brand''s potential and market penetration
into areas beyond our traditional markets and customer segments.
Industrial Division
Despite market competition coupled with the sluggish growth of the
steel industry the performance of this division was good.
Your Company is looking at developing additional supply sources and
setting up more screening and sizing facilities.
Retail Division C3''s performance grew significantly over that of last
year.
Future plans and prospects lie in the direction of introducing hard
liquor to boost liquor sales and gradually phase out shop in shops
after profitability is achieved.
DIRECTORSÂ RESPONSE TO COMMENTS MADE IN THE AUDITORÂS REPORT
There were no qualifications or adverse comments by the Auditors in
their Report.
DIVIDEND
Your Directors have recommended a dividend of Rs. 0.70 per share (7.0
% on an equity share of Rs. 10/- each). The payment of the aforesaid
dividend is subject to the approval of the shareholders at the
forthcoming Annual General Meeting.
CORPORATE GOVERNANCE
In compliance with the disclosures required under Clause 49 of the
Listing Agreement, a Management Discussion and Analysis Report is
provided in Annexure ÂA''.
The Report on Corporate Governance as required under the aforesaid
Clause is also provided in Annexure ÂB'' to this Report, together
with the Declaration affirming compliance with the Code of Conduct of
the Company and Auditor''s Certificate on Compliance with the
conditions of Corporate Governance.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Directors hereby confirm that:
(i) The Accounting Standards as applicable to your Company and
corroborated by the Companies Act, 1956 have been followed in course
of preparation of the Annual Accounts for the year ended 31st March,
2014 and there has been no material departures to warrant further
explanation.
(ii) The Accounting policies as have been followed are being continued
in course of preparation of the Annual Accounts for the year ended
31st March, 2014, so as to exhibit a true and fair view of the state
of affairs of the Company and of the profit for that period.
(iii) Adequate controls and internal audit systems are being followed
by the Company in the course of running its affairs as also for
maintenance and safeguarding of its assets. Every caution has been
taken to relate such control measures to the benefit of the Company
and to prevent any fraud or irregularities to creep in.
(iv) The Annual Accounts of the Company for the year ended 31st March,
2014 have been prepared on a going concern basis as hitherto.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialised
form for all shareholders. As on 31st March, 2014, 59.91 % of the
total number of shares stand dematerialised.
BOARD COMMITTEES
The terms of reference of the Audit Committee has been duly modified
in accordance with the provisions of Section 177 of the Companies Act,
2013.
The Nomination and Remuneration Committee and the Stakeholders
Relationship Committee have been duly constituted in accordance with
the provisions of sub sections (1) to (4) of Section 178 of the
Companies Act, 2013.
DIRECTORS
The Board re-designated Dasho Wangchuk Dorji, Managing Director, as a
Whole Time Director of the Company on 19th May, 2014, so that he could
continue as the Chairman of the Company as per Section 203 of the
Companies Act, 2013.
In accordance with Article 56 of the Articles of Association of the
Company and under the Companies Act, 1956, Mr. K.N. Malhotra would
have been due for retirement by rotation at the forthcoming Annual
General Meeting. However, the new Companies Act of 2013, which has
come into force from 1st April, 2014, has excluded the independent
directors from the requirement of retiring by rotation. The only
Director liable to retire by rotation therefore is Dasho Topgyal
Dorji. Hence Dasho Topgyal Dorji shall retire by rotation at the
forthcoming Annual General Meeting.
The Board confirms that it has the required number of Independent
Directors as envisaged under Section 149(4) of the Companies Act, 2013
("the ActÂ). Mr. Prem Sagar, Mr. K.N. Malhotra and Mr. Vinay
Killa, who constitute the Independent Directors have filed the
requisite declarations with the Company as per Section 149(7) of the
Act to the effect that they are qualified as Independent Directors
within the meaning of Section 149(6) of the Act. Appropriate
Resolutions are being proposed at the forthcoming Annual General
Meeting to appoint them for a five year term as contemplated
underSection 149(10)of the Act.
The Board appointed Mr. Rohan Ghosh as Managing Director of the Company
on 19th May, 2014, based upon the recommendations of the Nomination and
Remuneration Committee. Mr. Rohan Ghosh has been with the Company for
more than two decades and had been overseeing the entire operations of
the Company as its President. Your consent is being sought for the
appointment and remuneration of Mr. Rohan Ghosh as the Managing
Director at the forthcoming Annual General Meeting for an initial
period of five years.
In terms of Section 149(1) of the Companies Act, 2013, every listed
company is required to have one woman director on its Board. The Board
of Directors, upon recommendations received from the Nomination and
Remuneration Committee, is proposing the appointment of Ms. Sarada
Hariharan as an Independent Director at the forthcoming Annual General
Meeting. Ms. Sarada Hariharan is a legal professional with more than
a decade''s experience in the industry. She has filed the requisite
declarations with the Company to the effect that she qualifies as an
Independent Director under the Act as well as the Listing Agreement.
The Board considers that the appointment will be highly beneficial for
the Company. Your consent is being sought for the said appointment at
the forthcoming Annual General Meeting of the Company.
E-VOTING FACILITY
In terms of Clause 35B of the Listing Agreement, the shareholders
shall be provided e-voting facility in respect of all shareholders''
resolutions to be passed at the forthcoming Thirty First Annual
General Meeting of the Company, in accordance with the Companies
(Management and Administration) Rules, 2014.
PARTICULARS OF EMPLOYEES
There were no employees during the year under review in respect of
whom details as required under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
are required to be disclosed.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
Conservation of Energy
Your Company''s activities being trading in nature, energy consumed is
only in the nature of electrical consumption for use and maintenance
of office appliances. However, the efforts of your Company are aimed
at keeping the consumption levels to as low as practicable.
Your Company not being engaged in any manufacturing activity,
disclosure as per Form A of the Annexure in respect of total energy
consumption and energy consumption per unit of production is not
applicable.
Technology Absorption
Your Company not being engaged in any manufacturing activity,
disclosure as per Form B of the Annexure is not applicable.
Foreign exchange earnings and outgo
As trade between India and Bhutan are being transacted in Indian
Rupees, there has been no foreign exchange earnings or outgo during
the year.
AUDITORS
M/s. Ray & Ray, Chartered Accountants, Auditors of the Company,
retire at the conclusion of the forthcoming Annual General Meeting
and, being eligible, offer themselves for re - appointment from the
conclusion of the Thirty First Annual General Meeting till the
conclusion of the Thirty Second Annual General Meeting, as per the
provisions of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their grateful appreciation of
the excellent support and co-operation received from the Shareholders,
Banks, Financial Institutions and Investors, Government Authorities,
Stock Exchanges, Reserve Bank of India, Central and State Governments.
Your Directors also wish to place on record their deep appreciation
of the dedication, competence and support of the employees at all levels
for their contribution towards the performance of your Company.
For and on behalf of the Board
Place: Kolkata VINAYKILLA WANGCHUK DORJI
Date: 19th May, 2014 Director Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their 29th Annual Report on
the business and operations of your Company for the year ended 31st
March, 2012.
FINANCIAL PERFORMANCE
Particulars Year ended Year ended
31st March 2012 31st March 2011
Turnover 6588.30 7812.80
Profit/(Loss) before Interest,
Depreciation & Taxation (PBIDT) 79.17 116.66
Interest 2.12 1.31
Profit/(Loss) before Depreciation
& Taxation (PBDT) 77.05 115.35
Depreciation 28.92 30.09
Profit/(Loss) Before Tax and
Extraordinary items (PBTE) 48.13 85.26
Extraordinary items - -
Profit/(Loss) Before Tax (PBT) 48.13 85.26
Provision for Taxation / (Deferred Tax) 1.24 (1.92)
Profit/(Loss) After Tax (PAT) 46.89 87.18
Balance brought forward from previous year 925.80 838.62
Profit available for appropriation 972.69 925.80
Proposed Dividend - -
Profit carried to Balance Sheet 972.69 925.80
AUDITOR'S REPORT
Messrs. Ray and Ray, Statutory Auditors, have submitted their Report
under Section 227 of the Companies Act, 1956 and the comments made by
the Auditors in their Report have been adequately dealt with in the
relative Notes to Financial Statements which are self explanatory.
ACCOUNTING POLICIES AND PROCEDURES
The major accounting policies in conformity with the Accounting
Standards and Guidelines issued by The Institute of Chartered
Accountants of India from time to time which have been specified in the
Companies Act, 1956 have been followed as usual in course of preparing
and presenting these Accounts. Such accounting policies have been
suitably incorporated in the Notes to Financial Statements.
Your Company continues to have an adequate internal audit system
carried out by external firms of Chartered Accountants who submit their
Reports upon completion of audit for consideration by the Directors.
RESUME OF PERFORMANCE
The details of Revenue/Income from operations of your Company compared
to that of the previous year is given hereunder: Segment Revenue
Particulars Druk C3-Retail Total
(Rs.) (Rs.) (Rs.)
Current Year 61,11,10,695 8,01,91,843 69,13,02,538
Previous Year 76,13,34,965 5,75,83,667 81,89,18,632
Segment Results
Current Year 1,03,52,011 (24,34,981) 79,17,030
Previous Year 1,68,67,184 (52,01,074) 1,16,66,110
PLANS AND PROSPECTS
Fruit Product Division
Performance during the year was marked by growth owing to a renewed
thrust in marketing and focus on expansion and reach. However, sharp
increase in prices remains a concern.
Several new products are on the anvil such as a wider range of fruit
drinks and juices and improved varieties of ketchups, with improved
packaging.
Future plans revolve around increased promotional activities, broad
basing distribution network, upgrading the quality of existing products
to suit today's health conscious customer.
Industrial Division
On the Industrial front the demand for Carbide remained constant while
the demand for Charcoal increased.
Performance was affected due to frequent plant shutdowns and frequent
shut downs in the production of Silico-Manganese in Bhutan.
Your Company is looking at developing additional supply sources and
setting up more screening and sizing facilities.
Retail Division
Contrary to the negative trends prevailing in the retail sector, C3's
performance exceeded all expectations. Sales projections given at the
beginning of the year were overshot significantly.
In the light of the current market scenario, the way forward for C3 is
consolidation of its gains by deepening its variant range on offer to
customers.
DIVIDEND
Yours Directors express their inability to recommend dividend for the
year to plough back profits for conserving funds for the operations of
the Company.
CORPORATE GOVERNANCE
In compliance with the disclosures required under the said Clause 49 of
the Listing Agreement, a Management Discussion and Analysis Report is
provided in Annexure 'A'.
The Report on Corporate Governance as required under the aforesaid
Clause is also provided in Annexure 'B' to this Report, together with
the Declaration affirming compliance with the Code of Conduct of the
Company and Auditor's Certificate on Compliance with the conditions of
Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions Section 217 (2AA) of the Companies Act,
1956, the Directors hereby confirm that:
(i) The Accounting Standards as applicable to your Company and
corroborated by the Companies Act, 1956 have been followed in course of
preparation of the Annual Accounts for the year ended 31st March, 2012
and there has been no material departures to warrant further
explanation.
(ii) The Accounting policies as have been followed are being continued
in course of preparation of the Annual Accounts for the year ended 31st
March, 2012, so as to exhibit a true and fair view of the state of
affairs of the Company and of the profit for that period.
(iii) Adequate controls and internal audit systems are being followed
by the Company in course of running its affairs as also for maintenance
and safeguarding of its assets. Every caution has been taken to relate
such control measures to the benefit of the Company and to prevent any
fraud or irregularities to creep in.
(iv) The Annual Accounts of the Company for the year ended 31st March,
2012 have been prepared on a going concern basis as hitherto.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialised
form for all shareholders. As on 31st March, 2012, 59.80% of the total
number of shares, stand dematerialised.
DIRECTORS
In accordance with Article 56 of the Articles of Association of the
Company, Mr. Prem Sagar retires by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for reappointment.
PARTICULARS OF EMPLOYEES
There were no employees during the year under review in respect of whom
details as required under Section 217 (2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, are
required to be disclosed.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
A. Conservation of Energy
Your Company's activities being trading in nature, energy consumed is
only in the nature of electrical consumption for use and maintenance of
office appliances. However, the efforts of your Company are aimed at
keeping the consumption levels to as low as practicable.
Your Company not being engaged in any manufacturing activity,
disclosure as per Form A of the Annexure in respect of total energy
consumption and energy consumption per unit of production is not
applicable.
B. Technology Absorption
Your Company not being engaged in any manufacturing activity,
disclosure as per Form B of the Annexure is not applicable.
C. Foreign exchange earnings and outgo
Charcoal, Calcium Carbide and Manganese Ore are exported to Bhutan.
There has been no foreign exchange earnings or outgo during the year as
trade between India and Bhutan are being transacted in Indian Rupees.
AUDITORS
M/s. Ray & Ray, Chartered Accountants, Auditors of the Company, retire
at the conclusion of the forthcoming Annual General Meeting and, being
eligible, offer themselves for re-appointment.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their grateful appreciation of
the excellent support and co-operation received from the Shareholders,
Banks, Financial Institutions and Investors, Government Authorities,
Stock Exchanges, Reserve Bank of India, Central and State Governments.
Your Directors also wish to place on record their deep appreciation of
the dedication, competence and support of the employees at all levels
for their contribution towards the performance of your Company.
For and on behalf of the Board
Place: Kolkata
VINAY KILLA WANGCHUK DORJI
Date: 23rd May, 2012 Director Managing Director
Mar 31, 2011
The Directors have pleasure in presenting their 28th Annual Report on
the business and operations of your Company for the year ended 31st
March, 2011.
FINANCIAL PERFORMANCE
Particulars Year ended Year ended
31st March 2011 31st March 2010
Turnover 8139.90 6054.25
Profit/(Loss) before
Interest, Depreciation
& Taxation (PBIDT) 116.66 64.93
Interest 1.31 3.45
Profit/(Loss) before
Depreciation & Taxation
(PBDT) 115.35 61.48
Depreciation 30.09 38.52
Profit/(Loss) Before Tax
and extraordinary items
(PBTE) 85.26 22.96
Extraordinary items __ __
Profit/(Loss) Before
Tax (PBT) 85.26 22.96
Provision for Taxation /
(Deferred Tax) (1.92) (1.40)
Profit/(Loss) After Tax
(PAT) 87.18 24.36
Balance brought forward
from previous year 838.63 814.27
Profit available for
appropriation 925.80 838.63
Proposed Dividend __ __
Profit carried to
Balance Sheet 925.80 838.63
AUDITORS REPORT
Messrs. Ray and Ray, Statutory Auditors, have submitted their Report
under Section 227 of the Companies Act, 1956 and the comments made by
the Auditors in their Report have been adequately dealt with in the
relative Notes on Accounts which are self explanatory.
ACCOUNTING POLICIES AND PROCEDURES
The major accounting policies in conformity with the Accounting
Standards and Guidelines issued by The Institute of Chartered
Accountants of India from time to time which have been specified in the
Companies Act, 1956 have been followed as usual in course of preparing
and presenting these Accounts. Such accounting policies have been
suitably incorporated in the Notes on Accounts.
Your Company continues to have an adequate internal audit system
carried out by external firms of Chartered Accountants who submit their
Reports upon completion of audit for consideration by the Directors.
RESUME OF PERFORMANCE
The details of Sales/Income from operations of your Company compared to
that of the previous year is given hereunder:
Products Sale in Sale in Increase/ Percentage
2010-2011 2009-2010 (Decrease) increase/
in Sales (decrease)
(Rs. in
lakhs) (Rs. in
lakhs) (Rs. in
lakhs) %
Fruit Products 2455.70 2109.42 346.28 16.42
Calcium Carbide 458.74 408.27 50.47 12.36
Charcoal 1743.61 1168.35 575.26 49.24
Manganese Ore 2842.55 1743.81 1098.74 63.01
LAM COKE --- 1.55 (1.55) (100)
Retail 497.59 481.59 16.00 3.32
Commission on
Sale 141.71 141.25 0.46 0.33
Others --- --- --- ---
Total Turnover 8139.90 6054.24 2085.66 34.45
PLANS AND PROSPECTS
Fruit Product Division
Performance during the year was steady. New products such as Red Cherry
and Jeera Concentrate were introduced during the year which found a
decent acceptance in the market.
Future plans revolve around introducing new products and products such
as canned fruit drinks, juices in 200 ml pet bottles, tomato ketchup in
sachets, sweet mango chutneys, to name a few, are on the anvil.
Your Company is seeking to increase the turnover by broad- basing the
distribution network and improving the quality of the existing
products. The prospects are good and we expect to achieve higher sales
volumes.
Industrial Division
The performance in this segment has been more or less encouraging
during the period under review.
Despite price fluctuations and competition faced from imported products
and other players in the field, there has been a steady demand for our
products. Continuous supply of materials for meeting delivery targets
is being ensured by procuring from primary suppliers.
Efforts are on to increase our sales in the Northern and Eastern India
through our dealer network and tie ups with Dissolved Acetylene plants.
Retail Division
The last quarter of 2010-2011 has seen a very significant improvement
in all parameters of retailing and this momentum needs to be sustained.
Though this upward trend has been strengthening steadily since then,
the fact that the first half of the year under review continued on a
sluggish note, made the overall improvement for the 12 months of
2010-2011 moderate when compared to 2009-2010.
The format of retailing has also undergone a paradigm shift towards
much bigger format outlets and, therefore, our ability to harness
economies of purchase, display agreements and other 'non sales'
revenue opportunities has been acutely impaired.
A decision, therefore, was taken by your Directors and your consent was
obtained by means of postal ballot, to hive off the Retail division of
C3 into a subsidiary company to enable its growth and development in a
focused manner. Steps are being taken towards that end.
DIVIDEND
Your Directors express their inability to recommend dividend for the
year to plough back profits for conserving funds for the operations of
the Company.
APPROVAL UNDER SECTION 211(4) OF THE COMPANIES ACT, 1956
In terms of the Notification No. S. O. 301 (E) dated 8th February, 2011
issued by the Ministry of Corporate Affairs, the Company has been
exempted from disclosing the quantitative information as envisaged in
paragraph 3(ii) (b) of part II of Schedule VI to the Companies Act,
1956.
CORPORATE GOVERNANCE
In compliance with the disclosures required under the said Clause 49 of
the Listing Agreement, a Management Discussion and Analysis Report is
provided in Annexure 'A'.
The Report on Corporate Governance as required under the aforesaid
Clause is also provided in Annexure 'B' to this Report, together with
the Declaration affirming compliance with the Code of Conduct of the
Company and Auditor's Certificate on Compliance with the conditions of
Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions Section 217 (2AA) of the Companies Act, 1956
the Directors hereby confirm that:
(i) The Accounting Standards as applicable to your Company and
corroborated by the Companies Act, 1956 have been followed in course of
preparation of the Annual Accounts for the year ended 31st March, 2011
and there has been no material departures to warrant further
explanation.
(ii) The Accounting policies as have been followed are being continued
in course of preparation of the Annual Accounts for the year ended 31st
March, 2011, so as to exhibit a true and fair view of the state of
affairs of the Company and of the profit for that period.
(iii) Adequate controls and internal audit systems are being followed
by the Company in course of running its affairs as also for maintenance
and safeguarding of its assets. Every caution has been taken to relate
such control measures to the benefit of the Company and to prevent any
fraud or irregularities to creep in.
(iv) The Annual Accounts of the Company for the year ended 31st March,
2011 have been prepared on a going concern basis as hitherto.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialised
form for all shareholders. As on 31st March, 2011, 59.59% of total
number of shares stand dematerialised.
DIRECTORS
In accordance with Article 56 of the Articles of Association of the
Company, Dasho Topgyal Dorji retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for
reappointment.
PARTICULARS OF EMPLOYEES
There were no employees during the year under review in respect of whom
details as required under Section 217 (2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, are
required to be disclosed.
AUDITORS
M/s. Ray & Ray., Chartered Accountants, Auditors of the Company, retire
at the conclusion of the forthcoming Annual General Meeting and, being
eligible, offer themselves for re-appointment.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their grateful appreciation of
the excellent support and co-operation received from the Shareholders,
Banks, Financial Institutions and Investors, Government Authorities,
Stock Exchanges, Reserve Bank of India, Central and State Governments.
Your Directors also wish to place on record their deep appreciation of
the dedication, competence and support of the employees at all levels
for their contribution towards the performance of your Company.
For and on behalf of the Board
Place: Kolkata
Vinay Killa Wangchuk Dorji
Date: 23rd May, 2011 Director Managing Director
Mar 31, 2010
The Directors have pleasure in presenting their 27th Annual Report on
the business and operations of your Company for the year ended 31st
March, 2010.
FINANCIAL PERFORMANCE
Particulars Year ended Year ended
31st March 2010 31st March 2009
Turnover 6054.25 6952.47
Profit/(Loss) before
Interest, Depreciation &
Taxation (PBIDT) 64.93 25.45
Interest 3.45 8.32
Profit/(Loss) before
Depreciation & Taxation
(PBDT) 61.48 17.13
Depreciation 38.52 49.32
Profit/(Loss) Before Tax
and extraordinary items (PBTE) 22.96 (32.19)
Extraordinary items __ (2.31)
Profit/(Loss) Before Tax (PBT) 22.96 (29.88)
Provision for Taxation /
(Deferred Tax) (1.40) (2.44)
Profit/(Loss) After Tax (PAT) 24.36 (27.44)
Balance brought forward
from previous year 814.27 841.71
Profit available for
appropriation 838.63 814.27
Proposed Dividend __ __
Profit carried to Balance Sheet 838.63 814.27
AUDITORS REPORT
Messrs. Ray and Ray, Statutory Auditors, have submitted their Report
under Section 227 of the Companies Act, 1956 and the comments made by
the Auditors in their Report have been adequately dealt with in the
relative Notes on Accounts which are self explanatory.
ACCOUNTING POLICIES AND PROCEDURES
The major accounting policies in conformity with the Accounting
Standards and Guidelines issued by The Institute of Chartered
Accountants of India from time to time which have been specified in the
Companies Act, 1956, have been followed as usual in course of preparing
and presenting these Accounts. Such accounting policies have been
suitably incorporated in the Notes on Accounts.
Your Company continues to have an internal audit system carried out by
external firms of Chartered Accountants who submit their Reports upon
completion of audit for consideration by the Directors.
RESUME OF PERFORMANCE
The details of Sales/Income from operations of your Company compared to
that of the previous year is given hereunder:
Products Sale in Sale in Increase/ Percentage
2009-2010 2008-2009 (Decrease) increase/
in Sales (decrease)
(Rs. in
lakhs) (Rs. in
lakhs) (Rs. in
lakhs) %
Fruit Products 2109.42 2148.66 (39.24) (1.83)
Calcium Carbide 408.27 541.46 (133.19) (24.60)
Charcoal 1168.35 1718.75 (550.40) (32.02)
Manganese Ore 1743.81 1601.79 142.02 8.87
LAM COKE 1.55 113.55 (112.00) (98.63)
Retail 481.59 683.66 (202.07) (29.56)
Commission
on Sale 141.25 144.60 (3.35) (2.32)
Others --- --- --- ---
Total Turnover 6054.24 6952.47 (898.23) (12.92)
PLANS AND PROSPECTS
Fruit Products Division
ÃDRUK has a strong brand presence in India in the categories of jams,
crushes, squashes, preserves and enjoys full customer confidence in
terms of the quality of its products. The performance during the year
under review has been good despite escalation of costs of raw
materials.
During the year new products such as canned Button Mushrooms and Oats
have been launched and plans are underway to launch the new Jeera
Concentrate drink.
Industrial Division
The performance in this segment has been more or less encouraging
during the period under review.
The brand ÃDrukà commands a goodwill in the market and despite price
fluctuations and competition faced from other players in the field,
there has been a steady demand for our products We are now looking at
increased procurement and have revised our targets upward, to meet the
demand in the forthcoming financial year.
The traders are signaling a good season ahead and we are working
aggressively on the dealer network across North and Eastern India and
looking at new supply sources.
Retail Division
Towards the second quarter of the year, there was a slight thaw in the
market which led C3 to undertake a determined drive to increase
performance parameters. It was decided to restructure the business of
C3 with the induction of a strategic business associate for further
streamlining the operations.
DIVIDEND
Yours Directors express their inability to recommend dividend for the
year to plough back profits for conserving funds for the operations of
the Company.
APPROVAL UNDER SECTION 211(4) OF THE COMPANIES ACT, 1956
During the year the Central Government was pleased to pass its Order
No. 46/110//2010-CL-III dated 17th May, 2010, exempting the Company
from disclosing the quantitative information as required to be stated
in terms of paragraph 3(ii) (b) of Part II of Schedule VI to the
Companies Act, 1956 for the financial year ended 31st March, 2010.
CORPORATE GOVERNANCE
In compliance with the disclosures required under Clause 49 of the
Listing Agreement, a Management Discussion and Analysis Report is
provided in Annexure ÃA.
The Report on Corporate Governance as required under the aforesaid
Clause is also provided in Annexure ÃB to this Report, together with
the Declaration affirming compliance with the Code of Conduct of the
Company and Auditors Certificate on Compliance with the conditions of
Corporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions Section 217 (2AA) of the Companies Act, 1956
the Directors hereby confirm that:
(i) The Accounting Standards as applicable to your Company and
corroborated by the Companies Act, 1956 have been followed in course of
preparation of the Annual Accounts for the year ended 31st March, 2010
and there has been no material departures to warrant further
explanation.
(ii) The Accounting policies as have been followed are being continued
in course of preparation of the Annual Accounts for the year ended 31st
March, 2010, so as to exhibit a true and fair view of the state of
affairs of the Company and of the profit for that period.
(iii) Adequate controls and internal audit systems are being followed
by the Company in course of running its affairs as also for maintenance
and safeguarding of its assets. Every caution has been taken to relate
such control measures to the benefit of the Company and to prevent any
fraud or irregularities to creep in.
(iv) The Annual Accounts of the Company for the year ended 31st March,
2010 have been prepared on a going concern basis as hitherto.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialised
form for all shareholders. As on 31st March, 2010, 59.26% of the total
number of shares stand dematerialised.
DIRECTORS
In accordance with Article 56 of the Articles of Association of the
Company, Mr. K.N. Malhotra retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for
reappointment.
PARTICULARS OF EMPLOYEES
There were no employees during the year under review in respect of whom
details as required under Section 217 (2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, are
required to be disclosed.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
A. Conservation of Energy
Your Companys activities being trading in nature, energy consumed is
only in the nature of electrical consumption for use and maintenance of
office appliances. However, the efforts of your Company are aimed at
keeping the consumption levels to as low as practicable.
Your Company not being engaged in any manufacturing activity,
disclosure as per Form A of the Annexure in respect of total energy
consumption and energy consumption per unit of production is not
applicable.
B. Technology Absorption
Your Company not being engaged in any manufacturing activity,
disclosure as per Form B of the Annexure is not applicable.
C. Foreign exchange earnings and outgo
The Company continues to trade in Charcoal, Calcium Carbide and
Manganese Ore with Bhutan.
There has been no foreign exchange earnings or outgo during the year as
trade between India and Bhutan are being transacted in Indian Rupees.
AUDITORS
M/s. Ray & Ray, Chartered Accountants, Auditors of the Company, retire
at the conclusion of the forthcoming Annual General Meeting and, being
eligible, offer themselves for re-appointment.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their grateful appreciation of
the excellent support and co-operation received from the Shareholders,
Banks, Financial Institutions and Investors, Government Authorities,
Stock Exchanges, Reserve Bank of India, Central and State Governments.
Your Directors also wish to place on record their deep appreciation of
the dedication, competence and support of the employees at all levels
for their contribution towards the performance of your Company.
For and on behalf of the Board
Place: Kolkata
Vinay Killa Wangchuk Dorji
Date: 28th May, 2010 Director Managing Director
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