Dear Members,
The Directors have pleasure in presenting their Annual Report on the
affairs of the Company together with the Audited Accounts of the
Company for the financial year ended March 31, 2011.
FINANCIAL RESULTS
(Rs. in lakhs)
The Financial results for the year are as under :
PARTICULARS 2010-11 2009-10
Profit before Depreciation, Interest & Tax (PBDIT) 10,708.14 7,765.13
Interest / Finance Charges 1,802.77 1,764.38
Profit before Depreciation and Tax (PBDT) 8,905.37 6,000.75
Depreciation / Amortisation 2,244.87 2,164.68
Profit before Tax (PBT) 6,660.50 3,836.07
Taxation Charge
- Current Tax 1,308.20 630.00
- Deferred Tax (67.00) 670.00
Profit After Tax (PAT) 5,419.30 2,536.07
Balance brought forward 2,083.15 895.30
Balance available for
appropriation 7,502.45 3,431.37
Appropriations
Proposed Dividend on:
8% Redeemable Cumulative Preference Shares of
Rs. 100/- each 16.00 16.00
Ordinary Shares of Rs. 10/- each 960.41 711.41
Corporate Dividend Tax 158.40 120.81
Transfer to :
Preference Shares Redemption Reserve 200.00 --
General Reserve 600.00 500.00
Surplus carried to Balance Sheet 5,567.64 2,083.15
7,502.45 3,431.37
Earnings per Ordinary Share (Rs.)
- Basic 25.31 11.80
- Diluted 25.31 11.80 Dividend per Ordinary Share 4.50 5.00
FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS
Despite the global economic slowdown, your Company has been able to
report sizeable increase in sales, profits and net worth due to
proactive approach and diversified businesses. Total revenue has
increased to Rs. 75,284 lakhs during the year under review from Rs.
62,203 lakhs in the previous year. The profit before tax and profit
after tax during the year have increased significantly by 73.63% and
113.69% respectively, as compared to the previous year. Operational
matters have been discussed under ''Management Discussion and Analysis,''
detailed in appropriate part of this Report.
BONUS ISSUE - INCREASE IN SHARE CAPITAL
The Board of Directors at their meeting held on September 16, 2010 had
issued and allotted 71,14,115 fully paid up Ordinary shares of
Rs.10/-each, as Bonus Shares to those members of the Company who were
entitled thereto by capitalising general reserve.
Post Bonus Issue, the Issued, Subscribed and Paid-up Share Capital of
the Company increased to Rs.23,34,23,460/- divided into 2,13,42,346
Ordinary Shares of Rs.10/- each and 2,00,000 8% Cumulative Redeemable
Preference Shares of Rs. 100/- each. The said Bonus shares have been
listed and admitted to trading in National Stock Exchange of India
Limited, Bombay Stock Exchange Limited and the Calcutta Stock Exchange
Limited.
DIVIDEND
Your Directors are pleased to recommend the following dividends:
a) Dividend @ Rs. 8/- per Share on 2,00,000 8% Redeemable Cumulative
Preference Shares of Rs. 100/- each of the Company, entailing an
outflow of Rs. 16.00 lakhs.
b) Dividend @ Rs. 4.50/- per Share on 2,13,42,346 fully paid up
ordinary shares of Rs. 10/- each of the Company, entailing an outflow
of Rs. 960.41 lakhs.
DIRECTORS
M r. D. K. Sharda and M r. A. Mallick have been re-appointed as
Managing Director and Executive Director & CEO respectively for a
further period of one year with effect from April 01, 2011, subject to
the approval of the members of the Company in the ensuing Annual
General Meeting.
Mr. S. Lahiri and M r. H. M. Parekh retire by rotation under Articles
109 and 110 of the Articles of Association of the Company, and being
eligible offer themselves, for re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of the Annual Accounts for the year ended March
31, 2011, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies, Act, 1956, have been
followed and there are no material departures from the same;
b) your 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 as at March 31, 2011 and of the profit of the Company
for the year ended on that date;
c) your Directors have taken proper and sufficient 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 fraud and other irregularities; and
d) your Directors have prepared the annual accounts on a ''going
concern'' basis.
AUDITORS'' REPORT
Auditors'' Report to the members of the Company does not contain any
qualification or adverse remark. The Notes to Accounts forming part of
the financial statements are self explanatory and needs no further
explanation.
AUDITORS
Messrs. Singhi & Co., Chartered Accountants, Kolkata, who retires after
the conclusion of the forthcoming Annual General Meeting and being
eligible, offer themselves, for re- appointment.
Messrs. Bagree & Co., Chartered Accountants, Kolkata, the Branch
Auditor of Engineering (MICCO) Division of the Company and Messrs.
Dutta, Ghosh & Associates, Chartered Accountants, Kolkata, the Branch
Auditor of the Textile (GIS Cotton Mill) Division of the Company,
retire at this meeting and, being eligible, offer themselves, for
re-appointment for the respective Divisions.
A certificate under sub-section (1B) of Section 224 of the Companies
Act, 1956, has been obtained from each of them.
COST AUDIT
The Ministry of Corporate Affairs, Government of India, by their Orders
has directed audit of cost accounts maintained by the Company in
respect of its Textile, Tea and Chemicals (Waldies) divisions on a
yearly basis. In terms of the said Orders, Cost Audits are conducted by
three firms of Cost Accountants, who are appointed with the approval of
the Ministry of Corporate Affairs, Cost Audit Branch.
CORPORATE GOVERNANCE
The Report on Corporate Governance duly certified by a practicing
Company Secretary confirming compliance with the conditions stipulated
under Clause 49 of the Listing Agreement, which forms part of the
Annual Report, is attached to this Report.
FIXED DEPOSIT
As on March 31, 2011 an amount of Rs. 1,925.78 lakhs was outstanding as
fixed deposits received from the public and shareholders of your
Company. No matured fixed deposit was unclaimed as on the said date.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section
217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure
of Particulars in the Report of the Board of Directors) Rules, 1988
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the statement annexed (Annexure
I) hereto forming part of the Report.
PARTICULARS OF EMPLOYEES
No employee falls under the purview of Sub-section (2A) of Section 217
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended.
ACKNOWLEDGEMENT
Your Directors would like to record their appreciation for the
co-operation and support received from the employees, shareholders,
banks, Government agencies and all stakeholders.
For and on behalf of the Board
A. K. Kothari
Kolkata, May 30, 2011. Chairman
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