Mar 31, 2018
The Directors present the Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2018.
financial results
(Rs. in thousands)
Profit (Loss) before Depreciation and Finance Costs |
2017-18 4,27,975 |
2016-17 5,55,090 |
|
Less: a) Depreciation |
745 |
906 |
|
b) Finance Costs |
9,18,353 |
7,03,135 |
|
Profit/(Loss) before Exceptional Items and Tax |
(4,91,123) |
(1,48,951) |
|
Exceptional Item |
- |
- |
|
Profit/(Loss) before Tax |
(4,91,123) |
(1,48,951) |
|
Tax Expense : Current Tax |
|||
Earlier Period |
- |
- |
|
Provision written back for earlier years(net) |
- |
- |
|
Profit/(Loss) for the year |
(4,91,123) |
(1,48,951) |
|
Loss brought forward previous years |
(6,28,656) |
(4,79,705) |
|
Balance carried forward to Balance Sheet |
(11,19,779) |
(6,28,656) |
OPERATIONS
the revenue earned by the Company during the year amounted to Rs. 48.54 Crores as against Rs. 51.87 Crores earned in the previous year which is primarily due to lesser dividend income earned as compared to the earlier year. the other income of Rs. 3.72 Crores represents mainly the provision for diminution in value of certain long term investments written back and recovery of certain bad debts written off in earlier years. The Company continues to have operational loss which was higher than the previous year on account of increased finance costs incurred during the year.
DIVIDEND
On account of the accumulated loss, your Directors regret their inability to recommend any dividend for the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE
In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is attached as Annexure 1 and forms part of this Report.
REPORT ON CORPORATE GOVERNANCE
In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and the Auditorsâ Certificate regarding Compliance of Conditions of Corporate Governance are attached as Annexure II and Annexure III respectively and form part of this Report.
The disclosure as required pursuant to Section II of Part II of Schedule V to the Companies Act, 2013 regarding element of remuneration package, details of fixed and performance linked incentives along with performance criteria and stock option has been given in MGT - 9 attached to this Report. Apart from the said disclosures, Mr. Tuladri Mallick, Manager has a service contract of 3 (three) years and a notice period of 3 (three) months and there is no provision for any severance fees.
ASSOCIATES AND JOINT VENTURES
During the year under review, the Company had four associate companies and one joint venture company as follows:-
i) Majerhat Estates & Developers Limited - Associate Company
ii) Kilburn Engineering Limited - Associate Company
iii) Eveready Industries India Limited - Associate Company
iv) McNally Bharat Engineering Co. Limited - Associate Company(ceased to be an Associate Company w.e.f. 31.03.2018)
v) D1 Williamson Magor Bio Fuel Limited - Joint Venture Company
D1 WILLIAMSON MAGOR BIO FUEL LIMITED
D1 Williamson Magor Bio Fuel Limited (D1WML) was incorporated under a 50:50 joint venture agreement between the Company and D1 Oils Trading Ltd. UK to facilitate development of Jatropha Plantation under contract farming arrangements for production of bio diesel from Jatropha oilseeds. Your Company presently holds 15.70% of equity capital of D1WML.
D1WML has concentrated its efforts towards convergence of existing jatropha plantations in the state of Jharkhand having abandoned its plantation in North East of India due to excessive weed growth.
The gestation period of the plantation being longer than estimated time, has been the major deterrent factor towards commercial production. In addition, the unprecedented fall in the price of petroleum crude oil globally has resulted in less potential price of biodiesel, though it may be a temporary phenomena.
The Company has, however, made appropriate provisions in the accounts based on the present situation.
CONSOLIDATED FINANCIAL STATEMENTS AND REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
As required under Section 129(3) of the Companies Act, 2013, Consolidated Financial Statements of the Company, its one Associate Company and one Joint Venture Company prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the Auditorsâ Report on the Consolidated Financial Statements are appended in the Annual Report.
A statement containing the salient features of the financial statements of the Companyâs aforesaid three Associate Companies and one Joint Venture Company pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 prepared in Form AOC-1 is attached to the financial statements of the Company for your information.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
There are no material changes or commitments that have occurred between the end of the financial year and the date of this Report.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place a satisfactory internal control system to ensure proper recording of financial and operational information and to exercise proper and timely compliance of all regulatory and statutory compliances as applicable to the Company.
The Internal Audit of the various operations of the Company is periodically conducted by an outside agency which submits its report to the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for the purpose of evaluation of Internal Financial Controls in the Company.
The existing Risk Management Committee of the Board of Directors of the Company monitors and reviews the risks associated with the Companyâs business operations and manages them effectively in accordance with the risk management system of the Company.
DIRECTORS
There has been no change in the Directorship of the Company since the last Report of the Board of Directors of the Company.
In accordance with Article 100 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 (âthe Actâ), Mr. R. S. Jhawar will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
In terms of Regulation 17(1A) of Listing Regulations as inserted by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2018, which is effective form 1st April, 2019, the continuation of the directorship of Mr. B. M. Khaitan, Mr. T. R. Swaminathan, Mr. G. Momen, Mr. R. S. Jhawar, Dr. R. Srinivasan and Mr. H. M. Parekh who have already attained the age of 75 years is recommended for the approval of the Members by way of Special Resolutions at the forthcoming Annual General Meeting.
All the Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in terms of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified in the Act making them eligible to continue to act as Independent Directors of the Company.
All the Directors and both the Key Managerial Personnel of the Company as mentioned hereunder have confirmed compliance with the Code of Conduct as applicable to them and there are no other employees in the senior category.
KEY MANAGERIAL PERSONNEL
Mr. Tuladri Mallick continues as the Manager of the Company as well as the Chief Financial Officer of the Company for compliance of the relevant provisions of the Act and the erstwhile Listing Agreement with the Stock Exchanges and all the relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. H U Sanghavi, Company Secretary and Compliance Officer of the Company also continues as the other Key Managerial Personnel of the Company for compliance of the relevant provisions of the Act and the new Listing Agreement with the Stock Exchanges and all the relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORSâ RESPONSIBILITY STATEMENT
As stipulated in Section 134(3) of the Companies Act, 2013 (âthe Actâ) your Directors state that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, If any;
ii) the Directors had 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 and loss of the company for that period;
iii) the Directors had 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;
iv) the Directors had prepared the annual accounts on a going concern basis;
v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BOARD MEETINGS
During the year ended 31st March, 2018, four Board Meetings were held i.e on 30th May 2017, 8th August, 2017, 9th November, 2017 and 6th February, 2018.
SEPERATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements of Schedule IV to the Companies Act, 2013, the Independent Directors had a separate meeting on 30th May, 2018 without the attendance of non-independent directors and members of management. Five out of the Six Independent Directors were present at the said Meeting. The evaluation process prescribed in paragraph VII of Schedule Iv to the Act was carried out at the said Meeting.
BOARD EVALUATION
The formal evaluation of the performance of the Independent Directors, Non - Independent Directors, Chairperson and the Board of Directors as a whole and all Board Committees was carried out by the Board for the financial year ended 31st March, 2018 in accordance with the relevant provisions of Section 134 of the Act read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and also in accordance with the guidance note issued by the Securities and Exchange Board of India (âSEBIâ) vide its circular No. SEBI/HO/CFD/CIR/P/2017/004 dated 5th January, 2017 and the same was found to be satisfactory.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company consists of Mr. T. R. Swaminathan, Dr. R Srinivasan, Mr. H. M. Parekh and Mr. G. Momen as its Members.
Mr. H. U. Sanghavi, Company Secretary acts as the Secretary of the Audit Committee. The Statutory Auditors and the Manager as well as the Chief Financial Officer of the Company are permanent invitees to the Audit Committee Meetings.
During the year ended 31st March, 2018 there were no instances where the Board of Directors of the Company had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism/whistle blower policy the details of which are available on the Companyâs website www.wmtea.com. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company.
COMPANYâS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
The particulars required to be furnished in this regard are given in the terms of reference of the Nomination and
Remuneration Committee as specified under section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations as mentioned in the attached Report on Corporate Governance and also in the Remuneration Policy of the Company attached as Annexure IV to this Report.
AUDITORS AND AUDIT REPORT
Messrs. V Singhi & Associates, Chartered Accountants have been appointed as the Auditors of the Company in terms of Section 139 of the Companies Act, 2013 (âThe Sectionâ) at the Sixty Sixth Annual General Meeting of the Company held on 22nd September, 2017 to hold office till the conclusion of the Seventy First Annual General Meeting of the Company to be held in the year 2022.
The Company has received the relevant certificate in terms of the Section.
There are no qualifications, reservations or adverse remarks made by the Auditors in their Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are not disclosed in this Report because they form a part of the notes to the financial statements for the year ended 31st March, 2018 and are accordingly disclosed in such notes forming part of the financial statements of the Company for the said financial year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There are no such particulars of Contracts or Arrangements made with Related Parties which require disclosure pursuant to clause (h) of sub - section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC - 2.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not formed any Corporate Social Responsibility Committee because the provisions of Section 135 of the Companies Act, 2013 relating to formation of such a Committee and the formulation of a Corporate Social Responsibility Policy do not apply to the Company.
SECRETARIAL AUDIT REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor, M. K. B & Associates, Company Secretaries in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditorâs Report is attached herewith as Annexure V and forms a part of this Report. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.
EXTRACT OF ANNUAL RETURN
An extract of the annual return as provided under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in MGT - 9 which is attached as Annexure VI to this Report and has also been uploaded on the website of the Company www.wmtea.com and can be accessed at http://wmtea.com/images/extofar.pdf
PARTICULARS OF EMPLOYEES
The relevant particulars required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 in this regard are attached as Annexure VII to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure VIII to this Report.
PREVENTION OF INSIDER TRADING
Your Company has adopted and implemented a code of conduct for prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. All Directors, employees and other designated persons, who could have access to unpublished price sensitive information of the Company are governed by this code.
The trading window for dealing with equity shares of the Company is duly closed during declaration of financial results and occurence of any other material events as per the code. During the year under review there has been due compliance with the code.
GOING CONCERN STATUS
No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Companyâs operations in future.
OTHER DISCLOSURE
In terms of requirements of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rehabilitation) Act, 2013, the Company has associated itself with the Internal Complaints Committee formed by Mcleod Russel India Limited, one of the Companies forming part of Williamson Magor group with regard to dealing with sexual harassment at workplace.
For and on behalf of the Board Kolkata
A. KHAITAN - Vice Chairman
10th August, 2018 R. S. JHAWAR - Director
Mar 31, 2016
REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2016
The Directors present the Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2016.
FINANCIAL RESULTS
(Rs. in Thousands)
2015-16 |
2014-15 |
|
Profit (Loss) before Depreciation and Finance Costs |
267981 |
233748 |
Less: a) Depreciation |
1132 |
1935 |
b) Finance Costs |
440341 |
322662 |
Profit/(Loss) before Exceptional Items and Tax |
(173492) |
(18573) |
Exceptional Item |
- |
72276 |
Profit/(Loss) before Tax |
(173492) |
(18573) |
Tax Expense : |
||
Current Tax |
- |
26500 |
Earlier Period |
4291 |
16 |
Provision written back for earlier years(net) |
(19260) |
(3167) |
Deferred Tax |
- |
38 |
Profit/(Loss) for the year |
(158523) |
(41960) |
Loss brought forward previous years |
(321182) |
(279222) |
Balance carried forward to Balance Sheet |
(479705) |
(321182) |
OPERATIONS
Your Companyâs results during the year under review have declined as compared to the earlier year. The revenue of the Company during the year has gone down from Rs. 35.83 crore to Rs. 34.67 crore which is primarily due to receipt of lesser dividend on long term investments as compared to the earlier year. The other income has also decreased to Rs. 1.51crore from Rs. 2.82 crore as compared to the earlier year. Moreover there was no exceptional income during the year under review as against Rs.7.23 crore exceptional income earned in the earlier year. On account of all these factors mainly, the loss incurred by the Company has increased to Rs. 15.85 crore from Rs. 4.20 crore sustained in the earlier year.
DIVIDEND
On account of the accumulated loss, Your Directors regret their inability to recommend any dividend for the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE
In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is attached as Annexure I and forms part of this Report.
REPORT ON CORPORATE GOVERNANCE
In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and the Auditorsâ Certificate regarding Compliance of Conditions of Corporate Governance are attached as Annexure II and Annexure III respectively and form part of this Report. The disclosure as required pursuant to Section II of Part II of Schedule V to the Companies Act, 2013 regarding element of remuneration package, details of fixed and performance linked incentives along with performance criteria and stock option has been given in MGT - 9 attached to this Report. Apart from the said disclosures, Mr. Tuladri Mallick, Manager has a service contract of 3 (three) years and a notice period of 3(three) months and there is no provision for any severance fees.
ASSOCIATES AND JOINT VENTURES
During the year under review, the Company continued to have five associate companies and one joint venture company as follows :-
i) Woodside Parks Limited-Associate Company (till 10/03/2016)
ii) Majerhat Estates & Developers Limited - Associate Company
iii) Kilburn Engineering Limited - Associate Company
iv) Eveready Industries India Limited - Associate Company
v) Babcock Borsig Limited - Associate Company (till 28/03/2016)
vi) D1 Williamson Magor Bio Fuel Limited - Joint Venture Company
D1 WILLIAMSON MAGOR BIO FUEL LIMITED
D1 Williamson Magor Bio Fuel Limited (D1WML) was incorporated under a 50:50joint venture agreement between the Company and D1 Oils Trading Ltd. UK to facilitate development of Jatropha Plantation under contract farming arrangements for production of bio diesel from Jatropha oilseeds. Your Company presently holds 15.70% of equity capital ofD1WML.
D1WML has concentrated its efforts towards convergence of existing jatropha plantations in the state of Jharkhand having abandoned its plantation in North East of India due to excessive weed growth.
The gestation period of the plantation being longer than estimated time, has been the major deterrent factor towards commercial production. In addition, the unprecedented fall in the price of petroleum crude oil globally has resulted in less potential price of biodiesel, though it may be a temporary phenomena.
The company has, however, made appropriate provisions in the accounts based on the present situation.
CONSOLIDATED FINANCIAL STATEMENTS AND REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
As required under Section 129(3) of the Companies Act, 2013, Consolidated Financial Statements of the Company, its five Associate Companies and one Joint Venture Company as mentioned above prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the Auditorsâ Report on the Consolidated Financial Statements are appended in the Annual Report.
A statement containing the salient features of the financial statements of the Companyâs aforesaid five Associate Companies and one Joint Venture Company pursuant to the first proviso to sub - section (3) of Section 129 of the Companies Act, 2013 prepared in Form AOC - 1 is attached to the financial statements of the Company for your information.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
There are no material changes or commitments that have occurred between the end of the financial year and the date of this Report.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place a satisfactory internal control system to ensure proper recording of financial and operational information and to exercise proper and timely compliance of all regulatory and statutory compliances as applicable to the Company.
The Internal Audit of the various operations of the Company is periodically conducted by an outside agency which submits its report to the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for the purpose of evaluation of Internal financial controls in the Company.
The existing Risk Management Committee of the Board of Directors of the Company monitors and reviews the risks associated with the Companyâs business operations and manages them effectively in accordance with the risk management system of the Company.
DIRECTORS
There has been no change in the Directorship of the Company since the last Report of the Board of Directors of the Company.
In accordance with Article 100 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 (âthe Actâ), Mr. A. Khaitan will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
Ms. Sonali Singh was appointed as an Independent Director of the Company at the Annual General Meeting of the Company held on 18th August2015pursuanttotheprovisions of Sections 149, 150 and 152 read with Schedule IV of the Act for a consecutive period of five years with effect from 31.03.2015 and up to 30.03 2020.
All the Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in terms of section 149of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified in the Act making them eligible to continue to act as Independent Directors of the Company. All the Directors and both the Key Managerial Personnel of the Company as mentioned hereunder have confirmed compliance with the Code of Conduct as applicable to them and there are no other employees in the senior category. KEY MANAGERIAL PERSONNEL
Mr. Tuladri Mallick has been appointed as the Manager of the Company under the Companies Act, 2013 (âthe Actâ) for a period of three years with effect from 1st May, 2014 and possessing the requisite qualification, has also been designated as Chief Financial Officer of the Company with effect from the said date towards compliance of the relevant provisions of the Act and the erstwhile Listing Agreement with the Stock Exchanges and the relevant regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. H U Sanghavi, Company Secretary and Compliance Officer of the Company also continues as the other Key Managerial Personnel of the Company towards compliance of the relevant provisions of the Act and the erstwhile Listing Agreement with the Stock Exchanges and the relevant regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORSâ RESPONSIBILITY STATEMENT
As stipulated in Section 134(3) of the Companies Act, 2013 (âthe Actâ) your Directors state that:
(i) in the preparation of the annual accounts, the applicable accounting standards had been followed with along with proper explanation relating to material departures, If any;
ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;
(iii) the Directors had 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;
(iv) the Directors had prepared the annual accounts on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;
(vi) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;
BOARD MEETINGS
During the year ended 31st March, 2016, four Board Meetings were held ie on 27th May, 2015, 3rd August, 2015, 4thNovember, 2015 and 25th January, 2016.
BOARD EVALUATION
The formal evaluation of the performance of the Independent Directors, Non - Independent Directors, Chairperson and the Board of Directors as a whole and all Board Committees was carried out by the Board at the end of the financial year ended 31st March, 2016in accordance with the relevant provisions of Section 134 of the Act read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and the same was found to be satisfactory.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company consists of Mr. T. R. Swaminathan, Dr. R Srinivasan, Mr. H. M. Parekh and Mr. G. Momen as its Members. Mr. H. U. Sanghavi, Company Secretary acts as the Secretary of the Audit Committee. The Statutory Auditors and the Manager as well as the Chief Financial Officer of the Company are permanent invitees to the Audit Committee Meetings.
During the year ended 31st March, 2016 there were no instances where the Board of Directors of the Company had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism/whistle blower policy the details of which are available on the Companyâs website www.wmtea.com. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company.
COMPANYâS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
The particulars required to be furnished in this regard are given in the terms of reference of the Nomination and Remuneration Committee as mentioned in the attached Report on Corporate Governance and also in the Remuneration Policy of the Company attached as Annexure IV to this Report.
AUDITORS AND AUDIT REPORT
Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the Company have been appointed as Auditors of the Company in the Annual General Meeting of the Company held on 10th September, 2014 to hold office from the conclusion of the said Annual General Meeting until the conclusion of the Annual General Meeting of the Company to be held in the year 2017 and their aforesaid appointment is subject to necessary ratification by the Members of the Company at their ensuing Annual General Meeting of the Company. There are no qualifications, reservations or adverse remarks made by the Auditors in their Report. Regarding the Auditorsâ comments in (i) (c) of Annexure B to their Report, explanation has been given in Note 11(a) to the Financial Statements which is self explanatory.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are not disclosed in this report because they form a part of the notes to the financial statements for the year ended 31st March, 2016 and are accordingly disclosed in such notes forming part of the financial statements of the Company for the said financial year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts with the related parties is given in Form AOC-2 which is attached as Annexure V to this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not formed any Corporate Social Responsibility Committee because the provisions of Section 135 of the Companies Act, 2013 relating to formation of such a Committee and the formulation of a Corporate Social Responsibility Policy do not apply to the Company.
SECRETARIAL AUDIT REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor, M. K. B & Associates, Company Secretaries in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditorâs Report is attached herewith as Annexure VI and forms a part of this Report. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.
EXTRACT OF ANNUAL RETURN
An extract of the annual return as provided under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in MGT - 9 which is attached as Annexure VII to this Report..
PARTICULARS OF EMPLOYEES
The relevant particulars required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 in this regard are attached as Annexure VIII to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014is attached as Annexure IX to this Report.
GOING CONCERN STATUS
No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern stand companyâs operations in future.
OTHER DISCLOSURE
In terms of requirements of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rehabilitation) Act, 2013, the Company has associated itself with the Internal Complaints Committee formed by Mcleod Russel India Limited, one of the Companies forming part of Williamson Magor group with regard to dealing with sexual harassment at workplace.
For and on behalf of the Board
Kolkata, A. KHAITAN - Vice Chairman
30th May, 2016 R. S. JHAWAR - Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Annual Report with the
Audited Accounts of your Company for the year ended 31st March, 2015.
FINANCIAL RESULTS
(Rs. in Thousands)
2014-15 2013-14
Profit/(Loss)beforeDepreciationandFinanceCosts 233748 206994
Less: a) Depreciation 1935 1204
b) Finance Costs 322662 269259
Profit/(Loss) before Exceptional Items and Tax (90849) (63469)
Exceptional Item 72276 -
Profit/(Loss)before Tax (18573) (63469)
Tax Expense:
Current Tax 26500 -
EarlierPeriod 16 21023
Provision written back for earlier years (net) (3167) -
Deferred Tax 38 -
Profit/(Loss)fortheyear (41960) (84492)
Lossbroughtforwardfrompreviousyears (279222) (194730)
BalancecarriedforwardtoBalanceSheet (321182) (279222)
OPERATIONS
Your Company has recorded improved results during the year under review
as compared to the earlier year. The revenue of the Company during the
year has gone up from Rs. 27.20 crore to Rs. 35.83 crore which is
primarily attributable to recovery of arrear rent from one of the
tenants of the Company pursuant to an order passed by the Hon'ble
high Court at Calcutta. The other income of the Company has grown form
28.81 lakhs to Rs. 2.82 crore. On account of the above, the loss
incurred by the Company has come down to Rs. 4.20 crore as compared to
Rs. 8.45 crore sustained in the earlier year.
DIVIDEND
On account of the accumulated loss, your Directors regret their
inability to recommend any dividend for the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of requirements of Clause 49 of the Listing Agreement with the
Stock Exchanges, a Management Discussion and Analysis Report is
attached as Annexure -1 forming part of this Report.
REPORT ON CORPORATE GOVERNANCE
In terms of requirements of Clause 49 of the Listing Agreement with the
Stock Exchanges, a Report on Corporate Governance together with the
Auditors' Certificate regarding Compliance of Conditions of Corporate
Governance are attached as Annexure II and Annexure III respectively,
forming part of this Report.
The disclosure as required pursuant to Section II ofPart IIof Schedule
V to the Companies Act 2013 regarding element of remuneration package,
details of fixed and performance linked incentives along with
performance criteria and stock option has been given in MGT - 9
attached to this Report. Apart from the said disclosures, Mr. Tuladri
Mallick, Manager has a service contract of 3 (three) years and a notice
period of 3 (three) months and no severance fees.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THIS REPORT
There are no material changes or commitments that have occurred between
the end of the financial year and the date of this report.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place a satisfactory internal control system to
ensure proper recording of financial and operational information and to
exercise proper and timely compliance of all regulatory and statutory
compliances as applicable to the Company.
The Internal Audit of the various operations of the Company is
periodically conducted by an outside agency which submits its report to
the Audit Committee of the Board of Directors of the Company. The Audit
Committee takes the same into consideration for the purpose of
evaluation of Internal financial controls in the Company.
The existing Risk Management Committee of the Board of Directors of the
Company monitors and reviews the risks associated with the Company's
business operations and manages them effectively in accordance with the
risk management system of the Company.
ASSOCIATES AND JOINT VENTURES
During the year under review, the Company continued to have five
associate companies and onejoint venture company as follows:-
i) Woodside Parks Limited - Associate Company
ii) Majerhat Estates & Developers Limited - Associate Company
iii) Kilburn Engineering Limited - Associate Company
iv) Eveready Industries India Limited - Associate Company
v) Babcock Borsig Limited - Associate Company
vi) D1 Williamson Magor Bio Fuel Limited - Joint Venture Company
As at the financial year ended 31st March, 2015, the Company did not
have any Subsidiary Company.
D1 WILLIAMSON MAGOR BIO FUEL LIMITED
D1 Williamson Magor Bio Fuel Limited (D1WML) was incorporated under a
50:50joint venture agreement between the Company and D1 Oils Trading
Ltd. UK to facilitate development of Jatropha Plantation under contract
farming arrangements for production of bio diesel from Jatropha
oilseeds. Your Company presently holds 15.70% of equity capital
ofD1WML.
D1WML has concentrated its efforts towards convergence of existing
jatropha plantations in the state of Jharkhand having abandoned its
plantation in North East ofIndia due to excessive weed growth.
The gestation period of the plantation being longer than estimated
time, has been the major deterrent factor towards commercial
production. In addition, the unprecedented fall in the price of
petroleum crude oil globally has resulted in less potential price
ofbiodiesel, though it may be a temporary phenomena.
The company has, however, made appropriate provisions in the accounts
based on the present situation. DIRECTORS
The Board ofDirectors of the Company ('Board') has to inform with
deep regret and profound sorrow about the sad and premature demise of
Mr. Deepak Khaitan, Vice Chairman of the Company on 9th March, 2015.
Mr. Khaitan was a Director of the Company since the year 1981 and had
also occupied the position of Managing Director of the Company in the
past. The Company greatly benefitted from his guidance and also earned
a very good reputation in the corporate world under his dynamic
leadership. Mr. Khaitan was very much known for his generous nature,
charitable activities and keen interest in sports like horse racing and
golf. The Board places on record its heart felt and deep and sincere
appreciation for the contribution made and the valuable services
rendered by Late Deepak Khaitan during his long tenure as the Vice
Chairman of the Company.
In accordance with Article 100 of the Articles of Association of the
Company read with Section 152 of the Companies Act, 2013 ('the
Act'), Mr. B M Khaitan, will retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer himself for
re-appointment.
Mr. A Khaitan was appointed as the Vice Chairman of the Company at the
Board Meeting held on31st March, 2015. Mr. Amritanshu Khaitan, son
ofLate Deepak Khaitan, was appointed as an Additional Director in the
aforesaid Board Meeting in terms of Section 161 of the Companies Act,
2013 ('Act'). In the same Board Meeting Ms. Sonali Singh was also
appointed as an Additional Director in terms ofSection161 ofthe said
Act and also as an Independent Director within the meaning of Section
149 of the said Act for a consecutive period of five years with effect
from 31st March, 2015, towards compliance of the relevant provisions of
the Act, and the Listing Agreement with the Stock Exchanges for
appointment of a Woman Director.
The aforesaid appointments of Mr. Amritanshu Khaitan and Ms. Sonali
Singh are subject to approval of the Members in the ensuing Annual
General Meeting of the Company in accordance with the relevant
provisions of the Act.
Mr. Padam Kumar Khaitan, Independent Director, resigned from the
Directorship of the Company with effect from the close ofbusiness hours
on31st March, 2015. The Board wishes to place on record its sincere
appreciation for the valuable services rendered by Mr. Padam Kumar
Khaitan during his long tenure of office as a Director of the Company.
Mr. T R Swaminathan, Dr R. Srinivasan, Mr Bharat Bajoria, Mr. G Momen
and Mr. H M Parekh were appointed as Independent Directors at the
Annual General Meeting of the Company held on 10th September, 2014
pursuant to the provisions of section 149 of the Act for a period of
five years from the date of the said Annual General Meeting or up to
the date of the Annual General Meeting of the Company to held in the
year 2019, which ever shall be earlier.
The Independent Directors have confirmed and declared that they are not
disqualified to act as an Independent Director in terms of section 149
of the Companies Act, 2013 and the Board is also of the opinion that
all of them fulfill all the conditions specified in the said Act making
them eligible to continue to act as Independent Directors of the
Company.
KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Members of the Company held on
10th September, 2014 approval of the appointment of Mr. Tuladri Mallick
as Manager of the Company for a period of three years with effect from
1st May, 2014 and also of the remuneration payable to him as Manager of
the Company for the said period has been obtained from the Members in
accordance withthe relevantprovisions ofthe Companies Act, 2013
('Act'). Mr. Tuladri Mallick, possessing the requisite
qualification has also been designated as ChiefFinancial Officer of the
Company at the Board Meeting held on 8th May, 2014 towards compliance
of the relevant provisions of the Act and the Listing Agreement with
the Stock Exchanges.
Mr. H U Sanghavi, Company Secretary and Compliance Officer of the
Company is also a Key Managerial Personnel of the Company in terms of
the relevant provisions of the Act.
All the Directors and both the Key Managerial Personnel of the Company
have confirmed compliance with the Code of Conduct as applicable to
them and there are no other employees in the senior category.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3) of the Companies Act, 2013 ('the
Act') your Directors state that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period;
(iii) the Directors had 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;
(iv) the Directors had prepared the annual accounts on a going concern
basis;
(v) the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively;
(vi) there is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively;
BOARD MEETINGS
During the year ended 31st March, 2015, Six Board Meetings were held
i.e. on 8th May, 2014, 23rd May, 2014, 23rd July, 2014, 10th November,
2014, 4th February, 2015 and 31st March, 2015.
BOARD EVALUATION
The formal evaluation of the performance of the Independent Directors,
Non - Independent Directors, Chairperson and the Board of Directors
('Board') as a whole and all Board Committees was carried out by
the Board at the end of the financial year in accordance with the
relevant provisions of Section 134 of the Act read with the Rule
related thereto and Section 178 of the Act and Schedule IV to the Act
and the same was found to be satisfactory.
AUDIT COMMITTEE
The Audit Committee of the Board ofDirectors of the Company consists
ofMr. T. R. Swaminathan, Dr. R Srinivasan, Mr. H. M. Parekh and Mr. G.
Momen as its Members. Mr. H. U. Sanghavi, Company Secretary acts as the
Secretary ofthe Audit Committee. The Statutory Auditors and the Manager
as well as the ChiefFinancial Officer ofthe Company are permanent
invitees to the Audit Committee Meetings.
During the year there were no instances where the Board of Directors of
the Company had not accepted the recommendations of the Audit
Committee. The Company has formulated a vigil mechanism / whistle
blower policy which has been uploaded on the Company's website
www.wmtea.com. The Company has also provided direct access to the
Chairman of the Audit Committee on reporting issues concerning the
interests of the employees and the Company.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
The particulars required to be furnished in this regard are given in
the terms of reference of the Nomination and Remuneration Committee as
mentioned in the attached Report on Corporate Governance and also in
the Remuneration Policy which is also attached as Annexure IV to this
Report.
AUDITORS
Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the
Company have been appointed as Auditors of the Company in the last
Annual General Meeting of the Company to hold office until the
conclusion of the Annual General Meeting of the Company to be held in
the year 2017 and their aforesaid appointment is subject to necessary
ratification by the Members of the Company at their ensuing Annual
General Meeting. There are no qualifications, reservations or adverse
remarks or disclaimer made by the Auditors in their Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees or investments made during the
year under review are disclosed in the notes to the financial
statements for the year ended 31st March, 2015.
PARTICULARS OF CONTACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES
The particulars of a contract with the related party is given in Form
AOC-2, which is attached to this Report as Annexure V.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not formed any Corporate Social Responsibility
Committee because the provisions of Section 135 of the Companies Act,
2013 relating to formation of such a Committee and the formulation of a
Corporate Social Responsibility Policy do not apply to the Company.
SECRETARIAL AUDIT REPORT
A Secretarial Audit was conducted during the year by the Secretarial
Auditor, Messrs M.K.B& Associates, Company Secretaries in accordance
with the provisions of Section 204 of the Companies Act, 2013. The
Secretarial Auditor's Report is attached herewith as Annexure VI and
forms a part of this Report. There are no qualifications or
observations or remarks made by the Secretarial Auditor in his Report.
EXTRACT OF ANNUAL RETURN
An extract of the annual return as provided under Section 92(3) of the
Companies Act, 2013 read with the relevant Rule thereto is given in the
annexure marked MGT - 9 which is attached to this Report as Annexure
VII.
PARTICULARS OF EMPLOYEES
The relevant particulars required to be furnished pursuant to Section
197(12)of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in this regard are attached as an Annexure VIII
to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo in terms of Rule
8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure IX
to this Report.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by the regulators
or courts or tribunals impacting the going concern status and
company's operations in future.
OTHER DISCLOSURE
In terms of requirements of Section 4 of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Rehabilitation) Act, 2013,
the Company has associated itself with the Internal Complaints
Committee formed by McLeod Russell India Limited, one of the Companies
forming part of Williamson Magor group with regard to dealing with
sexual harassment at workplace.
For and on behalf of the Board
Kolkata, A. KHAITAN - Vice Chairman
27th May, 2015 R.S. JHAWAR - Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Annual Report with the
Audited Accounts of your Company for the year ended 31st March, 2014.
FINANCIAL RESULTS (Rs. in Thousands)
2013-14 2012-13
Profit/(Loss) before Depreciation
and Finance Costs 2,06,994 1,40,829
Less: a) Depreciation 1,204 1,356
b) Finance Costs 2,69,259 2,43,187
Profit/(Loss) before Taxation (63,469) (1,03,714)
Exceptional Item - 1,55,973
Profit/(Loss) before Taxation (63,469) 52,259
Tax Expense:
Current Tax - 8,500
Earlier Period 21,023 -
Provision written back for earlier
years (net) - (356)
Profit/(Loss) after Taxation (84,492) 44,115
Less: Transferred to Statutory Reserve - 8,823
(84,492) 35,292
Loss brought forward from previous years(194730) (23,00,22)
Balance carried forward to Balance Sheet(279222) (19,47,30)
OPERATIONS
During the year under review the Company reported a loss of Rs. 8.45
Crore as compared to a net profit of Rs. 4.41 Crore earned in the
previous year in which year the company had an item of exceptional
income of Rs. 15.60 Crore. There was no such income in the year under
review. Moreover there was an increase in finance costs, besides an
impact of tax expenses of earlier period in the year under review.
However, the Company was able to generate additional revenue from
operations to the tune of Rs. 4.65 Crore as compared to the previous
year. DIVIDEND
On account of the accumulated loss, your Directors regret their
inability to recommend any dividend for the year under review.
Dl WILLIAMSON MAGOR BIO FUEL LIMITED
Dl Williamson Magor Bio Fuel Limited (Dl WML) was incorporated under a
50:50 joint venture agreement between the Company and Dl Oils Trading
Ltd. UK to facilitate development of Jatropha Plantation under contract
farming arrangements for production of bio diesel from Jatropha
oilseeds. Your Company presently holds 15.70% of equity capital of Dl
WML.
Dl WML has abandoned its plantations in the North East on account of
excessive growth of weed damaging Jatropha plantation to a great
extent. In view of this, the Company has surrendered the land allocated
to it by Assam Industrial Development Corporation for setting up oil
expeller in Assam. The Plantation carried out in Jharkhand however, is
gradually becoming productive. Long gestation period of the Plantation
is a global phenomenon and Jatropha Plantation is going through similar
phase in all parts. The Company has made appropriate provision in the
accounts based on the uncertainty of the business.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
DIRECTORS) RULES, 1988
In terms of the above Rules, your Board is pleased to give particulars
as required in an Annexure, which forms a part of the Directors''
Report.
DIRECTORS
Since the last report there has been no change in the Board of
Directors of the Company. In accordance with Article 100 of the
Articles of Association of the Company read with Section 152 of the
Companies Act, 2013 (''the Act''), Mr. R. S. Jhawar, will retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer himself for re-appointment.
The Company, being a Listed Company, is required to have at least one
third of the total number of Directors as Independent Directors
according to Section 149(4) of the Act. Messrs. T. R. Swaminathan, Dr.
R. Srinivasan, G. Momen, Bharat Bajoria and H. M. Parekh besides being
Independent Directors of the Company in terms of Listing Agreements
entered into by the Company with Stock Exchanges, also meet the
criteria of Independence in terms of Section 149(6) of the Act along
with Mr. Padam Kumar Khaitan, another Director of the Company. All the
aforesaid Directors are being considered for appointment as Independent
Directors under the Act from the date of the ensuing Annual General
Meeting upto the expiry of five consecutive years or upto the date of
the Annual General Meeting to be held in the year 2019, whichever is
earlier. After such appointment, the said Directors will no longer be
liable to retire by rotation during their tenure as Independent
Directors.
CHANGE IN COMPANY LAW
The Companies Act, 2013 (''the Act'') has been passed replacing the age
old Companies Act, 1956 and a large portion of the Act has already
become effective. Several Rules under various Sections of the Act have
also been notified. Your Company is taking necessary steps to comply
with the requirements of the new Act. The Company has already formed,
reconstituted and renamed various Committees in terms of the
requirement of the Act and also adopted the Terms of Reference for the
said Committees as prescribed in the Act. Steps are in hand to
implement various other provisions of the Act to ensure compliance at
the appropriate time.
MANAGER AND CHIEF FINANCIAL OFFICER
The Board of Directors of the Company has appointed Mr. Tuladri Mallick
as Manager and also as Chief Financial Officer (CFO) in terms of the
relevant provisions of the Companies Act, 2013 and Clause 49 of the
Listing Agreement with the Stock Exchanges for a period of three years
with effect from 1st May 2014 subject to the approval of the Members of
the Company at its ensuing Annual General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE
GOVERNANCE
As required in terms of the Listing Agreement with Stock Exchanges a
Management Discussion and Analysis Report and a Report on Corporate
Governance are annexed forming part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of the Companies Act, 1956 (''the
Act'') your Directors confirm as under:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed with no material departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period;
(iii) that the directors had 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;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES
The information required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, as
amended, is not being furnished since there was no employee during the
year who was in receipt of remuneration exceeding the prescribed
limits.
AUDITORS
Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the
Company retire at the conclusion of the forthcoming Annual General
Meeting of the Company and are eligible for reappointment.
For and on behalf of the Board
Kolkata, A. KHAITAN -Director
23rd May, 2014 R. S. JHAWAR - Director
Mar 31, 2013
The Directors have pleasure in presenting the Annual Report with the
Audited Accounts of your Company for the year ended 31st March, 2013.
FINANCIAL RESULTS
(Rs. in Thousands)
2012-2013 2011-2012
Profit before Depreciation
and Interest 14,08,29 8,00,96
Less: a) Depreciation 13,56 16,00
b) Interest 24,31,87 28,42,35
Profit/(Loss) before Taxation (10,37,14) (20,57,39)
Exceptional item 15,59,73 29,58,15
Profit/(Loss) before Taxation 5,22,59 9,00,76
Tax Expense:
Current Tax 85,00 3,50,00
Provision written back
for earlier years (net) (3,56) (34,14)
Profit/(Loss) after Taxation 4,41,15 5,84,90
Less: Transferred to
Statutory Reserve 88,23 1,16,98
3,52,92 4,67,92
Add : Transfer from Pension Reserve 45,00
Loss brought forward
from previous years (23,00,22) (28,13,14)
Balance carried forward
to Balance Sheet (19,47,30) (23,00,22)
OPERATIONS
During the year under review the Company posted a net profit of Rs.4.41
Crore as compared to Rs.5.85 Crore earned in the previous year which
was primarily on account of lower income from sale of property being
exceptional item as compared to the earlier year. However, the Company
was able to reduce its finance costs to the tune of Rs.4 Crore during
the year under review.
DIVIDEND
On account of the accumulated loss, your Directors regret their
inability to recommend any dividend for the year under review.
Dl WILLIAMSON MAGOR BIO FUEL LIMITED
Dl Williamson Magor Bio Fuel Limited (D1WML) was incorporated under a
50:50 joint venture agreement between the Company and Dl Oils Trading
Ltd. UK to facilitate development of Jatropha Plantation under contract
farming arrangements for production of bio diesel from Jatropha
oilseeds. Your Company presently holds 15.70% of equity capital of
D1WML.
D1WML has abandoned most of the plantations in the North East on
account of excessive growth of weed damaging Jatropha plantation to a
great extent. The Plantation in Jharkhand however is gradually becoming
productive. It is now expected that the Ciompany is likely to procure
oil seeds at sub-commercial scale till 2015 and on a commercial scale
thereafter mainly at Jharkhand. The longer gestation period for
Jatropha plantation and the poor yield as compared to initial
indication has been a global phenomenon and most of the Companies
engaged in this business are adversely affected. In view of abandonment
of the plantations in the North East your Company has made an
appropriate provision in the Accounts against the investments made
byitmDlWML.
SUBSIDIARY COMPANIES
The Company disposed of its 51% Shareholding in its 100% subsidiaries
namely Woodside Parks Limited and Majerhat Estates & Developers Limited
on 19th March, 2013. As a consequence the aforesaid two companies
ceased to be subsidiary companies of the company with effect from the
said date.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
DIRECTORS) RULES, 1988
In terms of the above Rules, your Board is pleased to give particulars
as required in an Annexure, which forms a part of the Directors''Report.
DIRECTORS
Since the last report there has been no change in the Board of
Directors of the Company. In accordance with Article 100 of the
Articles of Association of the Company Messrs. B. M. Khaitan, A.
Khaitan and Padam Kumar Khaitan will retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
MANAGER
The Board of Directors of the Company has reappointed Mr. D. Pal
Choudhury as Manager as defined in Section 2(24) of the Companies Act,
1956 for a period of one year with effect from 1st April 2013 subject
to the approval of the Members of the Company at its ensuing Annual
General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE
GOVERNANCE
As required in terms of the Listing Agreement with Stock Exchanges a
Management Discussion and Analysis Report and a Report on Corporate
Governance are annexed forming part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of the Companies Act, 1956 (''the
Act'') your Directors confirm as under :
(i) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed with no material departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period ;
(in) that the directors had 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;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES
The information required under Section217 (2A) ofthe Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, as
amended, is not being furnished since there was no employee during the
year who was in receipt of remuneration exceeding the prescribed
limits.
AUDITORS
Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the
Company retire at the conclusion of the forthcoming Annual General
Meeting of the Company and are eligible for re-appointment.
For and on behalf of the Board
24th May, 2013 A. KHAITAN - Director
Kolkata R.S. JHAWAR - Director
Mar 31, 2012
The Directors have pleasure in presenting the Annual Report with the
Audited Accounts of your Company for the year ended 31st March, 2012.
FINANCIAL RESULTS (Rs. in Thousands)
2011-2012 2010-2011
Profit before Depreciation
and Interest 7,85,12 20,68,68
Less :a) Depreciation 16,00 18,52
b) Interest 28,42,35 20,37,73
Profit/(Loss) before Taxation (20,57,39) 12,43
Exceptional item 29,58,15 --
Profit/(Loss) before Taxation 9,00,76 12,43
Tax Expense :
Current Tax 3,50,00 --
Provision written back for
earlier years (net) (34,14) --
Fringe Benefit Tax for earlier
years (net of write back) -- (25)
Profit/(Loss) after Taxation 5,84,90 12,18
Less : Transferred to Statutory
Reserve 1,16,98 2,43
4,67,92 9,75
Add : Transfer from Pension Reserve 45,00 --
Loss brought forward from
previous years (28,13,14) (28,22,89)
Balance carried forward to
Balance Sheet (23,00,22) (28,13,14)
OPERATIONS
The overall performance of the Company during the year under review was
better than in the previous year. The total revenue from operations
generated by the Company was Rs.27.58 crore as compared to Rs.19.41
crore in the previous year. The Company posted a net profit of Rs.5.85
crore as against Rs.12.18 lakhs earned in the previous year which can
be attributed to the profit on sale of a portion of its immovable
property, higher dividends on long term investments and higher interest
income as compared to the previous year.
DIVIDEND
On account of the accumulated loss, your Directors regret their
inability to recommend any dividend for the year under review.
D1 WILLIAMSON MAGOR BIO FUEL LIMITED
D1 Williamson Magor Bio Fuel Ltd.(D1WML) was incorporated under a 50:50
Joint Venture Agreement between the Company and D1 Oils Trading Ltd.,
U.K. to facilitate development of Jatropha Plantation under contract
farming arrangements for production of bio diesel from Jatropha
Oilseeds. Your Company presently holds 15.70% of equity capital in
D1WML.
The plantation developed by the company under contract farming
arrangements has been undergoing through initial gestation period at
various levels of maturity. The farmers in North East are finding it
difficult to maintain the plantation with excessive weed growth. In
view of this the company has scaled down the level of activities in
North East and abandoned the plantation in Tripura. The plantation in
Jharkhand, though has delayed growth, is gradually becoming productive
and there has been notable increase in oilseed harvest. The company has
focused its operation in Jharkhand.
In view of this the company has decided to process Jatropha Oilseed on
third party installation and defer the investment in manufacturing
facilities until the volume increased for commercial processing.
Accordingly, the company has surrendered the land taken on lease from
Assam Industrial Development Corporation, for factory in Industrial
Growth Centre, Balipara, Assam.
The company has reduced its overhead cost to the present scale of
operation to manage the plantation and the working capital with the
fund available in the Company.
SUBSIDIARY COMPANIES
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the Subsidiary Companies i.e.
Woodside Parks Limited and Majerhat Estate & Developers Limited are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The Annual Accounts of the Subsidiary
Companies will also be kept for inspection at the Registered Office of
the Company. A Statement containing brief financial details of the
Subsidiary Companies is included in the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Listing Agreement with the Stock Exchanges,
Consolidated Financial Statements of the Company, its two subsidiaries,
three Associate Companies namely Eveready Industries Limited, Kilburn
Engineering limited and Babcock Borsig Limited and one Joint Venture
Company DIWilliamson Magor Bio Fuel Limited prepared in accordance with
the applicable Accounting Standards issued by The Institute of
Chartered Accountants of India are attached.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
DIRECTORS) RULES, 1988
In terms of the above Rules, your Board is pleased to give particulars
as required in an Annexure which forms a part of the Directors' Report.
DIRECTORS
Since the last report there has been no change in the Board of
Directors of the Company. In accordance with Article 100 of the
Articles of Association of the Company Messrs. D. Khaitan, T. R.
Swaminathan and G. Momem will retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
MANAGER
The Board of Directors of the Company has reappointed Mr. D. Pal
Choudhury as Manager as defined in Section 2(24) of the Companies Act,
1956 for a period of one year with effect from 1st April 2012 subject
to the approval of the Members of the Company at its ensuing Annual
General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE
GOVERNANCE
As required in terms of the Listing Agreement with Stock Exchanges a
Management Discussion and Analysis Report and a Report on Corporate
Governance are annexed forming part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of the Companies Act, 1956 your
Directors confirm as under :
(i) that in the preparation of the Annual Accounts, applicable
accounting standards have been followed with no material departures ;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period ;
(iii) that the directors had 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 ;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES
The information required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, as
amended, is not being furnished since there was no employee during the
year who was in receipt of remuneration exceeding the prescribed
limits.
AUDITORS
Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the
Company retire at the conclusion of the forthcoming Annual General
Meting of the Company and are eligible for re-appointment.
For and on behalf of the Board
27th July, 2012
A. KHAITAN Ã
Director
Kolkata R.S. JHAWAR ÃDirector
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report with the
Audited Accounts of your Company for the year ended 31st March, 2010.
FINANCIAL RESULTS (Rs. in Thousands)
2009-2010 2008-2009
Profit before Depreciation and Interest 18,72,46 15,93,24
Less :a) Depreciation 21,59 22,65
b) Interest 21,82,61 20,47,18
Profit/(Loss) before Taxation (3,31,74) (4,76,59)
Provision for
Taxation :
a) Current Tax - -
b) Earlier years (net off write back) - 1,23,18
c) Fringe Benefit Tax (net off write back) 1,79 (4,11)
Profit/(Loss) after Taxation (3,29,95) (3,57,52)
Loss brought forward from previous years (24,92,94) (21,35,42)
Balance carried forward to Balance Sheet (28,22,89) (24,92,94)
OPERATIONS
The Company during the year under review earned interest income of
Rs.9.23 crore, dividend on trade investments of Rs.3.50 crore and
profit on sale of long term investments of Rs.2.33 crore.
The total income of your Company was Rs.27.31 crore as against Rs.20.82
crore earned in the previous year. The company has suffered a loss of
Rs.3.30 crore during the year under review as against a loss of Rs.3.58
crore in the previous year.
DIVIDEND
On account of the loss sustained by the Company your Directors regret
their inability to recommend any dividend for the year under review.
D1 WILLIAMSON MAGOR BIO FUEL LIMITED
D1 Williamson Magor Bio Fuel Ltd.(D1WML) was incorporated in July 2006
under a 50:50 Joint Venture Agreement between Williamson Magor & Co.
Ltd., (WML) and D1 Oils Trading Ltd., U.K. to facilitate development of
Jatropha Plantation under contract farming arrangements for production
of bio diesel from Jatropha Oilseeds. Your Company presently holds
16.44% of equity capital in D1WML.
As a clean fuel, alternate to fossil fuel, the market for bio diesel
has been increasing globally at a faster rate. The global production of
bio diesel during the year 2008 at 11.1 Million MT registered a growth
of 23% over previous year.
There has been an acute shortage of bio diesel feedstock and D1WML has
developed about 132,000 hectares of plantation at different stages of
maturity. The company has observed 2009-10 as the year of consolidation
of plantation and estimates about 60% of the farms are duly maintained
by the farmers to produce commercial crop.
The initial harvest of oilseed on young plantation carried out during
2009-10 is being used for extension and consolidation. D1WML expects
sub-commercial harvest during 2010-11 for oil expelling and commercial
harvest in 2011-12. The company has acquired about 28 acres of land in
Balipara Industrial Growth Centre, Assam for setting up a bio diesel
processing unit.
SUBSIDIARY COMPANIES
The Annual Report and Accounts of Woodside Parks Limited and Majerhat
Estates & Developers Limited, Subsidiaries of the Company, as on 31st
March 2010 are annexed to this Report in accordance with the provisions
of Section 212 of the Companies Act, 1956
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Listing Agreement with the Stock Exchanges,
Consolidated Financial Statements of the Company, its two subsidiaries,
its three Associate Companies namely Eveready Industries India Limited,
Kilburn Engineering Limited and Babcock Borsig Limited and one Joint
Venture Company namely D1WML prepared in accordance with the applicable
Accounting Standards issued by the Institute of Chartered Accountants
of India are attached.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
DIRECTORS) RULES, 1988
In terms of the above Rules, your Board is pleased to give particulars
as required in an Annexure, which forms a part of the Directors
Report.
DIRECTORS
Since the last report there has been no change in the Board of
Directors of the Company.
In accordance with Article 100 of the Articles of Association of the
Company Messrs. A. Khaitan, Padam Kumar Khaitan and Dr. Raghavachari
Srinivasan will retire by rotation at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment.
MANAGER
The Board of Directors of the Company has reappointed Mr. D. Pal
Choudhury as Manager as defined in Section 2(24) of the Companies Act,
1956 for a period of one year with effect from 1st April 2010 subject
to the approval of the Members of the Company at its ensuing Annual
General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE
GOVERNANCE
As required in terms of the Listing Agreement with Stock Exchanges a
Management Discussion and Analysis Report and a Report on Corporate
Governance are annexed forming part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of the Companies Act, 1956 your
Directors confirm as under :
(i) that in the preparation of the Annual Accounts, applicable
accounting standards have been followed;
(ii) that the accounting policies are consistently followed and applied
to give a true and fair view of the state of affairs of the Company ;
(iii) that proper and sufficient care has been taken for the
maintenance of accounting records in accordance with the provisions of
the Companies Act for safeguarding the assets of the Company ;
(iv) that the Annual Accounts have been prepared on a going concern
basis.
PARTICULARS OF EMPLOYEES
The information required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, as
amended, is not being furnished since there was no employee during the
year who was in receipt of remuneration exceeding the prescribed
limits.
AUDITORS
Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the
Company retire at the conclusion of the forthcoming Annual General
Meting of the Company and are eligible for re-appointment.
For and on behalf of the Board
A. KHAITAN - Director
Kolkata, 13th August, 2010 R. S. JHAWAR -Director