The Directors are pleased to present the 12th Annual Report of the
Company together with Audited Accounts for the fi nancial year ended
31st March, 2014.
Financial Highlights (Rs. in Lacs)
Particulars Current Year Previous Year
Revenue from Operation (net) 1,47,569.53 1,19,276.81
Other Income_ 312.46 117.86
Total Revenue_ 1,47,881.99 1,19,394.67
Profit before Finance Cost,
Depreciation and Tax 6,835.54 17,737.29
Less : Depreciation & Amortisation 5,963.79 4,111.23
Less : Finance Cost 11,520.08 7,137.39
Less : Tax Expenses (2,996.32) 1,369.87
Net Profit after Tax (7,652.01) 5,118.80
Add : Balance brought forward from
previous year 17,090.51 11,971.71
Balance carried over to Balance Sheet_ 9,438.50 17,090.51
Financial and Operational Review
During the year under review the Company has achieved nets sales/income
from operation of X 1,47,569.53 lacs as against X 1,19,276.81 lacs in
previous year registering a growth of 23.72%. However, the Company
incurred a net loss ofRs. 7,652.01 lacs during the FY. 2013-14 which is
mainly attributed to depressed market for its products, lower capacity
utilising of power plant and high holding level impacting the net
realisation and margin. Weaker domestic demand and slower growth in
several key market, mining crises and uncontrolled infl ation in the
Country has resulted in increase in the cost of raw materials and other
overhead which could not be passed on the consumers.
Your Directors have not recommended any dividend on Equity Shares for
the year under review.
The Company''s credit rating for Long-Term debts/facilities is BB
(Double B plus), for Long-Term/Short-Term debts/facilities is
BB /A4 (Double B plus/A Four) and Short-Term facilities is A4 (A Four),
rated by the Credit Analysis & Research Limited (CARE).
The Company has not accepted any fixed deposits from the public and as
such, no amount of principal and interest was outstanding as on the
date of the Balance Sheet.
The properties and insurable assets and interests of the Company, like
building, plant and machinery and stocks, among others, are adequately
During the year, considering the losses incurrent by the Company, the
Board of Director of the Company has made a reference to the lenders of
the Company for restructuring of its debt through the Corporate Debt
Restructuring process. Monitoring Institution, the State Bank of India
has appointed an independent third party consultant for Techno-Economic
Viability study and report thereon. The fi nal restructuring plan based
on TEV report has been circulated with the lenders for their fi nal
manded to be placed before the CDR-EG for their approval.
In accordance with the provisions of the Companies Act, 2013, Mr.
Suresh Kumar Patni, retires by rotation and being eligible, off ers
himself for re-appointment.
Mr. Jayanta Kumar Chatterjee, Independent Director, who retires by
rotation at the ensuing Annual General Meeting under the erstwhile
provision of the Companies Act, 1956 and Mr. Jay Shanker Shukla and Mr.
Jatindra Nath Rudra, Independent Directors, whose period of offi ce is
liable to be determination by retirement of Director by rotation under
the erstwhile applicable provision of the Companies Act, 1956, meets
all the criteria of independence as laid down under section 149(6) and
the code for independent Directors in Schedule IV of the Companies Act,
Accordingly the aforesaid persons shall be appointed as independent
Directors in terms of section 149 the Companies Act, 2013 at the
ensuing Annual General Meeting to hold the offi ce as Independent
Director for a term upto 31st March, 2019, and their period of offi ce
shall not be liable to determination by retirement of Directors by
Pursuant to the provisions of Section 161 of the Companies Act, 2013,
read with the relevant provisions in the Articles of Association, Mr.
Prem Narayan Khandelwal was appointed as an Additional Director by the
Board of Directors of the Company with eff ect from 16th June, 2014. He
holds offi ce as a Director up to the date the ensuing AGM. The Company
has received a notice in writing from a member proposing his
candidature for the offi ce of Independent Director. Mr. Prem Narayan
Khandelwal qualifi es to be an independent Director pursuant to the
provisions of Section 149(6) of the Companies Act, 2013.
The brief particulars of the said Directors have been given in the
notice convening the ensuing Annual General Meeting is annexed as
additional information to the notice as required under clause 49 of the
Listing Agreement and your board recommends their
appointment/reappointment as set out in the notice.
Changes in Share Capital
During the year under review, the Company has allotted 2,67,00,000
Equity Shares of Rs.10/- each on preferential basis at a premium ofRs. 20/-
per share aggregating to Rs. 80.10 Crores to the entities belonging to
promoter group and strategic investors belonging to non promoters
Consequent to said allotment, the paid up Share Capital of the Company
stood increased to Rs. 1,22,07,55,000/-. The entire proceeds received
from the preferential allotment has been utilised towards the object of
Management Discussion & Analysis and Corporate Governance Report
A Management Discussion & Analysis Report and a Report on Corporate
Governance along with the certifi cate from the Company Secretary in
Practice regarding compliance with mandatory requirements as stipulated
under Clause 49 of the Listing Agreement with Stock Exchanges, is
presented in a separate section forming part of the Annual Report.
Directors'' Responsibility Statement
The Directors confi rm :
- that in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same;
- that they 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 aff airs of
the Company and of the profit or loss of the Company for that period;
- that they have taken proper and suffi cient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- that they have prepared the accounts for the fi nancial year on a
''going concern'' basis.
Auditors and Auditors'' Report
M/s. R. Kothari & Company (FRN: 307069E), Chartered Accountants, holds
offi ce till the conclusion of the ensuing Annual General Meeting and
being eligible, off er themselves for re-appointment. The members are
requested to consider their appointment as the Statutory Auditors of
the Company from the conclusion of this Annual General Meeting until
the conclusion of the seventeenth (17th) Annual General Meeting of the
Company subject to ratifi cation by members at every Annual General
Meeting held after this Annual General Meeting on such remuneration as
shall be fixed by the Board of Directors
There are no Qualifications or adverse remarks in the Auditor''s Report
which require any clarifi cation/explanation. The Notes to accounts
referred to in the Auditor''s Report are self-explanatory, and
therefore, do not call for any further comments/ explanations.
In terms of section 148 of the Companies Act, 2013 read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014, on the recommendation
of Audit Committee, the Board of Directors has re-appointed Mr. S.
Banerjee, Cost Accountants (Membership No. 9780), as cost auditor of
the Company, at a remuneration ofRs. 35,000/- plus applicable taxes and
re-imbursement of out of pocket expenses incurred by them to conduct an
audit of the cost accounting records maintained by the Company for the
current fi nancial year beginning from 1st April, 2014 and ending on
31st March, 2015.
As required under section 148 of the Companies Act, 2013 read with rule
14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration
payable to cost auditor is being placed at the ensuing Annual General
Meeting for ratifi cation by the members.
Particulars of Employees
None of the employees of your Company were in receipt of the
remuneration in excess of the limit specifi ed under Section 217(2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Amendment Rules, 2011.
Energy Conservation, Technology Absorption and Foreign Exchange Earning
and Outgoing A statement giving details of Conservation of Energy,
Technology Absorption and Foreign Exchange Earning and Outgo as
required under Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed to this report.
The Board also desires to place on record its appreciation for the
support and co-operation received from its Shareholders, Regulatory &
Government Authorities, Suppliers, Customers and Bankers. The Company
has always looked upon them as partners in its progress. It will be the
Company''s endeavour to build and nurture strong links with trade based
on mutuality, respect and co-operation with each other. The Board
wishes to record their deep sense of appreciation for the committed
services of all the employees of the Company.
For and on behalf of the Board
Suresh Kumar Patni
Kolkata, 25th August, 2014 Chairman