The Directors have pleasure in presenting their report alongwith
Audited Financial Results of the Company for the year ended 31st March
(Rs. in lacs)
Year ended Year ended
31st March, 31st March,
Total Income 39440.62 34515.21
Profit before Finance Cost,
Depreciation, Exceptional items
and Tax 1921.32 1294.58
Finance Cost 801.48 619.08
Depreciation and Amortisation 697.34 652.79
Profit before Exceptional items
and Tax 422.50 22.71
Exceptional items 361.37 0.93
Profit Before Tax 61.13 21.78
Provision for Tax:
- Current Tax 13.15 6.30
- Deferred Tax Liability/(Asset) (27.03) 0.35
Profit After Tax 75.01 15.13
Adjustment relating to earlier
years (taxes) 7.19 15.99
Balance carried over 67.82 (0.86)
In view of inadequacy of profits, your Directors do not recommend any
dividend on Preference or Equity Shares.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate Section and forms part of the
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as prescribed by SEBI.
The Corporate Governance Report and a certificate from the Auditors of
the Company certifying compliance with the conditions of Corporate
Governance are attached hereto and form part of the Directors'' Report.
BOARD OF DIRECTORS:
As per the provisions contained in the Companies Act, 1956 and the
Articles of Association of the Company, Mr. S. K. Mehera, Mr. S. M.
Palia and Mr. N. Das, Directors retire by rotation and being eligible,
offer themselves for re-appointment.
The brief resume/details relating to Directors seeking re-appointment
are furnished in the Annexure to the notice of the ensuing Annual
DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanation received from the day to day operating
management, your Directors make the following statements pursuant to
Sub-Section (2AA) of Section 217 of the Companies Act, 1956.
(i) that in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with a proper explanation
relating to material departures.
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that period.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 and for safeguarding the assets
of the Company and for preventing and detecting fraud and other
(iv) that the Annual Accounts have been prepared on a going concern
The Company''s two foreign shareholders - Blancatex AG and Aldgate
International SA have filed two separate petitions under section 397
and 398 of the Companies Act, 1956 before the Company Law Board (CLB)
primarily challenging the transfer of the Rampur Texpro Unit to
Champdany Constructions Ltd, the Company''s wholly owned subsidiary and
proposed transfer of the Shalimar Unit to AIC Properties Ltd, another
wholly owned subsidiary of the Company.
The CLB had passed an interim order dated 12 January 2010 against the
Company restraining it from acting in furtherance of the resolution for
transfer of the Shalimar Unit during the pendency of the proceedings.
The said order also restrained Champdany Constructions Ltd from
transferring or creating any third party interest in the fixed assets
of the Rampur Texpro Unit. The interim order dated 12 January 2010 has
been set aside/modified in an appeal filed by the Company''s subsidiary
Champdany Construction Ltd which has been allowed to lease out the
premises in question.
The Company is contesting the said petitions to be without any merit
since the transfer of the Rampur Texpro Unit and proposed transfer of
the Shalimar Unit have been approved by the majority shareholders of
In the pending proceedings, the two shareholders also sought disclosure
of certain documents including board minutes and notes etc.
The Company has strongly contested the said application as well. CLB
vide its order dated 17 May 2010 partly allowed the said application
and directed the company to disclose board minutes relating to
incorporation of subsidiary companies for diversifying into the
construction and/or real estate business and expenditure and income
that may be generated from the Rampur Texpro Unit and the Shalimar
The Company preferred two appeals separately against the two
shareholders viz. Blancatex AG and Aldgate International SA. Blancatex
AG and Aldgate International SA also preferred cross appeals
challenging the Order dated 17 May 2010 for not allowing inspection and
disclosure of all the documents as sought.
By a Judgement dated 21 March 2011, all the appeals were disposed of by
the Hon''ble High Court directing the two shareholders to file their
respective rejoinders and directed the CLB to reconsider the
application seeking disclosure after completion of pleadings. Blancatex
AG and Aldgate International SA have filed their respective rejoinders.
The two shareholders Blancatex AG and Aldgate International SA have
now approached the Company with a proposal of settlement and have
proposed to withdraw the proceedings. The proposal is being considered.
D. P. Sen & Co., Auditors of the Company, hold office until conclusion
of the forthcoming Annual General Meeting and, being eligible, offer
themselves for re-appointment.
Appointment of Cost Auditor:
The Board of Directors at its Meeting held on 30 May 2011 has
reappointed M/s N Radhakrishnan & Co, Cost Accountants as Auditor for
carrying out audit of cost accounting records in respect of jute goods
for the financial year 2011-12.
The Auditors Reports on cost accounting records of the company for the
financial year 2010-11 were filed with Ministry of Corporate Affairs on
5 September 2011 (within the due date).
As required under the provisions of Section 212 of the Companies Act,
1956, the Audited Accounts, together with the Directors'' Report and
Auditor''s Report of the subsidiary Companies namely, Landale & Clark
Limited, West Bengal Multifiber Jute Park Ltd, Champdany Constructions
Limited and AIC Properties Ltd, are appended to and form part of the
CONSOLIDATED FINANCIAL STATEMENT:
In compliance with the requirements of Accounting Standards (AS-21)
prescribed by the Institute of Chartered Accountants of India, on the
Consolidated Financial Statement, this Annual Report also includes the
Consolidated Financial Statement.
Observations of the Auditors in their report vide para D (I) (i) to D
(I) (v), have been adequately dealt with in the Notes 45 to 48 of the
Accounts, which are explained hereunder seriatim.
(i) The commodity hedging contracts are accounted for on the date of
their settlement and realised gain/loss in respect of only settled
contracts are recognised in the Profit and Loss Account, alongwith
underlying transactions. This is in accordance with the principles of
(ii) In respect of Loss on Account of Fire at the Company''s Wellington
Jute Mill on 22nd April, 2006 and 21st January 2011, the Company has
not made any adjustment in the books as the claim is pending settlement
with the Arbitrator and Insurance Company respectively. The Company
recognises insurance claims on receipt/assessment basis of related
claim from the insurance authorities.
(iii) The Company is providing Gratuity Liability on accrual basis for
all its units and only in respect of one unit i.e. Jagatdal, it was
accounted for on cash basis for the intervening period of 1996- 97 to
2006-07 as explained in Note No.47 to the Accounts.
(iv) Remission of Taxes by the Sales Tax authorities: The matter is
pending settlement with the authorities and will be adjusted on
reaching finality. Meanwhile it has been adequately explained in the
Note 48 (a) to the Accounts which is an integral part of the Annual
(v) There is a long-standing advance of Rs. 26.93 lacs which is pending
since takeover of erstwhile Anglo-India Jute Mills Co. Ltd from BIFR
and recoverable from the erstwhile promoter on finality of court cases.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:
The provision of Section 217(2A) of the Companies Act, 1956 read with
rules thereunder is not applicable to the Company, since there is no
employee in the service of the Company drawing remuneration in excess
of the prescribed limit.
Additional information required under Section 217(1)(e) of the
Companies Act, 1956 on conservation of energy, technology absorption
and foreign exchange earnings and outgo, is set out in a separate
statement attached to this report and forms part of it.
Industrial Relations in all units and branches of the Company remained
generally cordial and peaceful throughout the year, except Units under
suspension of work etc as mentioned in Management Discussion & Analysis
Report annexed herewith.
Your Directors take this opportunity to place on record their
appreciation of the continuous support, encouragement and co-operation
received from Export-Import Bank of India, the Government of West
Bengal, the Company''s bankers, customers, employees, shareholders and
other business associates.
On Behalf of the Board
D. J. Wadhwa N. Pujara
Dated: August 13th 2012.