The Directors have great pleasure in presenting the Thirty-Ninth
Annual Report of the company together with Audited accounts for the
year 31st March, 2012
SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS :
(Rs in lacs)
PARTICULARS 2011-12 2010-11
A Income from Operations 6316.89 2142.90
B) Profit/Loss after Tax (255.92) 119.61
Balance Brought forward from
previous Year 275.26 176.44
Amount available for appropriation 19.34 296.05
C) Appropriations :
Proposed Dividend N.A. 17.83
Dividend Distribution Tax_ N.A. 2.96
Balance Carried to Balance Sheet 19.34 275.26
FINANCIAL AND OPERATONAL PERFORMANCE
During the year under review, the company has achieved a turnover of
Rs. 6316.89 lacs. The Profit/ loss after Tax for the year under review
has been Rs. (255.92) lacs, as compared to Rs. 119.61 lacs for the
previous year.
DIVIDEND
This Directors regret to declare any dividend for the year under report
due to the operating loss during the year.
FUTURE OUTLOOK
In this context, infrastructure investment plays a major role. In the
short term, it boosts investment rates across the economy. In the long
run, it will remove the supply constraints that affect industry and
trade. The needs of this sector are vast. Infrastructure in India needs
over $ 1trillion investment in the next five years. The government
alone cannot invest this amount. Therefore, importance being given to
PPPs. Achieving targets in key infrastructure sector is a key to
success and will inspire confidence about the overall economic growth
rate. It is felt that the targets set are certainly ambitious and
impressive. There are a significant scale up over earlier turnover,
however the company faced an operating loss due to high cost of fund
which will be reduced into low cost fund and the company is working on
it.
Your Company will continue to take advantage to the above situations
and continue to bank upon its core competence area of road construction
along-with infrastructure projects.
INTERNAL CONTROL SYSTEMS
Your Company maintains an internal control system in different areas
like purchase, billing for the jobs etc. There are Internal Auditors
who does a constant monitoring to have proper and sufficient care for
maintenance of adequate records required for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
DIRECTORS
1. Mr. Pradeep Kanti Lala, Mr. Lala Kishore Kanti Roy and Mr. Hirak
Mukherjee were appointed as Additional Directors w.e.f. 09.02.2012,
09.02.2012 and 24.05.2012 respectively. The Directors proposed and
confirmed their appointment.
2. Mr. Abhijit Datta and Mr. Shib Ram Nag retires by rotation in the
forthcoming Annual General Meeting and their re-appointment is
proposed.
3. Mr. Pradeep Kanti Lala was designated as Whole Time Director of the
Company w.e.f.
01.05.2012 and his appointment is also proposed for your assent.
Unpaid Dividend
Last seven years balance lying in the Company''s Unpaid Dividend
Accounts with its bankers are shown below :
Year Amount as on 31.03.2012
2004-05 Rs. 3,42,484,80/-
2005-06 Rs. 3,72,666.00/-
2006-07 No Dividend Declared
2007-08 Rs. 1,37,020.00/-
2008-09 Rs. 1,57,253.50/-
2009-10 Rs. 7,42,344.00/-
2010-11 Rs. 7,39,525.00/-
As per the companies Act, 1956 unpaid dividend for 2004-2005 will be
transferred to Investor Education and Protection Fund of Central
Government in October 2012 after completion of seven years. Individual
reminders have been sent to the concerned shareholders to take action
for claiming the dividend from the Company before it is transferred to
the said fund.
Unpaid/unclaimed dividend amounting to Rs. 91,980/- for the year
2003-2004 had been deposited to the Investor Education and Protection
fund of Central Government on 26.10.2011.
CODE OFCONDUCT
As required by clause 49 of the Listing Agreements with the Stock
Exchanges (Corporate Governance), the Board has laid down a Code of
Conduct for all Board Members and senior management personnel. A
declaration by the CEO in regard to affirmation of compliance of the
code of conduct by the Board members and senior management personnel has
been set out in the Corporate Governance Report.
CORPORATE GOVERNANCE
Corporate Governance Report is set out as a separate annexure, which
forms part of this report. AUDITORS
M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for
the year 2011-12, being eligible, have offered themselves for
re-appointment as Auditors of the Company for the year 2012-13. Your
Directors recommended reappointment of G. Basu & Co.
AUDITORS'' OBSERVATIONS
Auditors observation are mostly dealt in Notes to Accounts as attained
with the Financial Results and are self explanatory.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES
ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES
1975.
The particulars required under section 217(2A) of the Companies Act,
1956, are not set out in this report, as no employee of the Company is
coming under the provisions of the said section.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF
THE COMPANIES ACT 1956,
Although your Company''s core activity is in the area of civil
construction which is not power intensive, your Company is making every
efforts to conserve the power. Critical natural resources like Diesel
etc. are consumed efficiently to ensure proper energy utilization and
conservation.
Your company has not undertaken any research and development activity
nor any specific technology is obtained from any external sources
during the year under review, which need to be absorbed or adopted.
There is no foreign exchange or outgo during the year under review.
PUBLIC DEPOSIT
During the year under review, the Company has not accepted or renewed
any deposit, as defined under Section 58A of the Companies Act, 1956
read with Companies (Acceptance of Deposits) Rules, 1975.
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance certificate received in accordance with the provisions
of Section 383A(1) of the companies Act, 1956 read with the Companies
(Compliance Certificate) Rules, 2001, is self-explanatory and needs no
comments.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state 1956, Your Directors state :
a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures, if any
b. that appropriate accounting policies have been selected and applied
consistently, and that the judgements and estimates made 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, 2012 and of the profit of the Company
for the said period;
c. that proper and sufficient care has been taken 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;
d. that the annual accounts have been prepared on a going concern
basis.
INDUSTRIAL RELATIONS
The Company enjoys cordial and harmonious industrial relations. The
work forces have extended their full cooperation in enforcing and
maintaining work culture, discipline and productivity within the
organization. Opportunities for industrial growth, creativity and
dedicated participation in organizational development are being
provided.
APPREACIATION
Your company continues its effort on strengthening the business. It is
the endeavour of the company to deploy resources in manner so as to
secure the interest of the shareholders in the long terms. Your
directors are deeply grateful to all the stakeholders in the Company
for their continued support to the Company and look forward to the
future with confidence.
For & on behalf of the Board of Directors
Kolkata Pradeep Kanti Lala Shib Ram Nag
29th May, 2012 CEO & EXECUTIVE DIRECTOR Director |