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You can view full text of the latest Director's Report for the company.

BSE: 532931ISIN: INE817H01014INDUSTRY: Cement

BSE   ` 6.60   Open: 6.74   Today's Range 6.36
6.75
+0.04 (+ 0.61 %) Prev Close: 6.56 52 Week Range 4.11
8.87
Year End :2016-03 

Dear Shareholders,

The Directors have pleasure in presenting the 30th Annual Report of the Company, together with the Audited statement of Accounts for the financial year ended 31st March 2016.

Financial Highlight (Stand Alone)

During the year under review, performance of your company as under :

(Rs. In Lakhs)

Particulars

2015-16

2014-15

Sales (Net)

8799.23

8231.54

EBDIT

1740.23

780.83

Interest

1331.42

454.20

Depreciation

402.10

154.16

Profit before Tax

6.71

172.47

Income Tax

- Current Tax

1.30

55.60

- Deferred Tax

1276.21

-0.12

Profit after Tax

-1270.80

116.99

Balance brought forward from last year

1335.43

1218.44

Earlier Year Adjustment

-

-

Balance carried forward to Balance Sheet

64.63

1335.43

State of Company's Affairs

Due to capacity addition during the year the sales have been increased 6.90% compared to previous year sale. The production from Patratu Plant has been started from June, 2016. Profit after tax has been decreased 56.75% compared to previous year due to increase in amount of interest on loan taken from Bank.

Patratu Project

The Company has started its commercial operation from the patratu plant. Full-fledged production from grinding Unit was started in the first week of June, 2015 and production from clinker unit was started in the last week of December, 2015. Hariharpur-Lem-Bichha (Block I & II) lime stone mines have been allotted to the Company through e-auction in which the Company was a participant.

Dividend

The profit for the year is not enough to declare the dividend therefore your directors do not recommend any dividend for the year ended 31st March, 2016.

Amount Transferred to Reserve

During the year the Company has incurred loss of Rs. 12,70,80,055.36/- after tax.

Changes in Share Capital

During the Financial Year 2015-16, the share capital of the Company has been increased from Rs. 82,55,43,630/to Rs. 86,12,43,630/- pursuant to allotment of equity shares on conversion of 3570000 warrants of Rs 10/- each under Preferential allotment.

Extract of Annual Return

The extract of Annual Return, in format MGT -9, for the Financial Year 2015-16 has been enclosed with this report.

Number of Board Meetings

During the Financial Year 2015-16, 7 (Seven) meetings of the Board of Directors of the company were held. Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2015-16 AOC - 2 is attached with this report.

Explanation To Auditor's Remarks

The Auditors report is self explanatory and does not contain any qualification, reservation or adverse remark.

Material Changes Affecting the Financial Position of the Company

There is no material changes during the year which affect the financial position of the company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of Energy conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are as mentioned in the Annexure attached with this report.

Details of Subsidiary, Joint Venture or Associates

The Company has no subsidiary and also there is no joint venture agreement with any entity during the year. The name of the associate companies has been mentioned in the balance sheet.

Risk Management Policy

The Board of your company has formulated a risk management policy in connection with the risk that the organization faces in its day to day business such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory etc. The board reviews the policy in regular interval and

Details of Directors and Key Managerial Personnel

During the year Mrs Rachana Agarwal has resigned from the directorship of the company during the year.

Mr Manoj Kumar Agarwal is a director, who is retiring by rotation in the ensuing Annual General Meeting.

Details of significant & material orders passed by the regulators or courts or tribunal

There are no significant and material orders passed by any regulators or courts or tribunal against or in favour of the company during the year.

Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

The Company has adequate internal financial control with reference to financial statement.

Deposits

The Company has not accepted any deposits during the year.

Receipt of any commission by MD / WTD from a Company

Managing Director or Whole Time Director are not receiving any commission from the Company.

Declaration by Independent Director

The company has received the declaration from all the Independent directors of the company confirming that they meet the criteria of independence as prescribed in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Re-appointment of Independent Auditor

The reappointment of Independent Director is not required in this year.

Secretarial Audit Report

Copy of Secretarial Audit Report issued by a Practicing Company Secretary is attached with this report.

Corporate Social Responsibility (CSR) Policy

The company has incurred some expenditure under the head of Corporate Social Responsibility which is mentioned in the Management Discussion & Analysis Report.

Audit Committee

There is a Audit Committee of the company which has constituted and proper compliance has been done as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details have been mentioned in the Management Discussion and Analysis Report.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees

The company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes criteria for performance evaluation of executive and non-executive director.

Nomination & Remuneration Committee Policy

There is a Nomination and Remuneration Committee of the company which has constituted and proper compliance has been done as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Detail has been mentioned in the Management Discussion and Analysis Report.

Disclosure on Establishment of a Vigil Mechanism

The vigil mechanism of the company which also incorporates a whistle blower policy in terms of the Listing Agreement, includes Ethics and Compliance Management comprising senior executives of the company. The whistle blower can inform any irregularity, fraud or violation to Chairman of the Audit committee which will be protected.

Corporate Governance

The details report on Corporate Governance is separately mentioned under the head Report on Corporate Governance after the Management Discussion & Analysis Report.

Managerial Remuneration

According to Section 197(12) of the Companies Act, 2013 and Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 following are the disclosures in detail :

Name of Director

Category

Ratio

-

The ratio of the remuneration of each director to the median remuneration of the employee

Ashok Gutgutia

MD

9.72

of the company for the financial year

Manoj Kumar Agarwal

Whole Time Director

5.55

-

The percentage increase in remuneration

Ashok Gutgutia

MD

Nil

of each director, CFO, CEO and Company Secretary in the financial year

Manoj Kumar Agarwal

WTD

Nil

Ashish Roychowdhury

CEO

Nil

Sajjan Kumar Agarwal

CFO

17.02%

S S Panigrahi

Company Secretary

33.33%

-

The percentage increase in the median remuneration of employees in the financial year

No

Increase

-

The number of permanent employee on the rolls of the company

162

Average percentile increase already made in the salaries of Employees other than the managerial personnel in the last Financial year and its comparison with the percentile increase In the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

No increment of salary non managerial personnel as well as managerial personnel, but there was a special increment of two managerial personnel because of their performance in the previous year was outstanding and also they were under paid.

-

Remuneration paid to directors and employees as per the remuneration policy of the company.

The disclosure under the Sub Rule 2 of Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014 is not required as no employee's remuneration is touching or crossing the limit specified in the said rule.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

There is no such instances happened during the year at the work place of the company.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No case of fraud has been reported to the Audit Committee or Board during the year.

Statutory Auditors

The auditors M/s. N. K. Agarwal & Co., Chartered Accountant retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have given their consent for reappointment. The Company has received a certificate under Rule 4(1) of the Companies (Audit & Auditors) Rule, 2014 from the Auditors that their appointment, if made, will be in accordance with the limits as specified in section 141(3)(g) of the Companies Act, 2013.

The Board proposes the reappointment of M/s N. K. Agarwal & Co. as statutory auditors of the company based on the recommendation of the Audit Committee to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Cost Auditors

As per the provision of Section 148 of the Companies Act, 2013 the Company's cost records for the year ended 31st March, 2015 are being audited/reviewed by Cost Auditor M/s AS & Associates. The Cost Audit Report for the year ended 31st March, 2015 was filled in accordance with Cost Audit (Report) Rule 2001 within the stipulated time. For the Financial Year 2016-17 the Board of Directors of the Company has appointed M/s AS & Associates, cost auditor to audit the cost records of the company as per the recommendation of the Audit Committee. The remuneration of the of the cost auditor shall be ratified by the shareholders of the company in the ensuing Annual General Meeting.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Annual Report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

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

b) 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 as at 31st March, 2016 and of the profit/loss of the Company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) 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.

f) 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.

APPRECIATION

Your Directors express their deep sense of gratitude to the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates and Company's valued customers and the esteemed Shareholders for the faith they continue to repose in the Company and look forward to their continued support in future.

The Directors also warmly thank all the employee of the Company for their contribution to company's performance and progress.

For and on behalf of the Board

Place : Kolkata MANOJ KUMAR AGARWAL ASHOK GUTGUTIA

Date : 13.08.2016 Director Vice Chairman and Managing Director