Dear Members,
The Directors have pleasure in presenting the Seventy first Annual
Report of the Company along with the Audited Accounts of the Company
for the year ended 31st March, 2011.
The performance of the Company is not comparable from the previous year
as in terms of a Scheme of Arrangement duly approved by the
Shareholders and the Hon''ble High Court, Calcutta, the Heavy
Engineering and Steel Foundry businesses of the Company were demerged
to Texmaco Rail & Engineering Ltd. (TEXRAIL), effective date being 1st
April 2010. Accordingly the financial results of the Company for the
year reflect only the Real Estate and Mini Hydro Power Segments and
excludes the performance of Heavy Engineering and Steel Foundry
businesses.
The Scheme of Arrangement was implemented as the considerations,
factors and financials applicable to the Heavy Engineering and Steel
Foundry businesses were different and
divergent in nature in comparison to Real Estate acquisition and
development and other business and interests of Texmaco. As part of an
overall business reorganisation plan and in order to take the
respective businesses to the next level of growth, it was appropriate
to segregate and realign the same. It was accordingly considered
desirable and expedient to reorganise and reconstruct Texmaco by
demerging the Heavy Engineering and Steel Foundry businesses (Demerged
Undertaking) to TEXRAIL in the manner and on the terms and conditions
as stated in the Scheme of Arrangement.
The demerger would enable the businesses to be pursued and carried on
more conveniently and advantageously with greater focus and attention
through two separate companies. i.e. Texmaco and TEXRAIL, each having
their own management team and administrative set up. It would
facilitate the business consideration and factors applicable to be
addressed more effectively and adequately by the respective companies.
Financial Results Rs. in Lakhs
2010-2011 2009-2010
Operating Profit (PBIDT) 1,340.63 15,184.77
Less: Interest (Net) (33.62) 98.57
Gross Profit (PBDT) 1,374.25 15,086.20
Less: Depreciation 312.98 1,148.56
Profit before Taxation 1,061.27 13,937.64
Provision for Taxation:
Current Tax 210.00 4,493.00
Deferred Tax Liability/(Asset) 87.11 63.80
come Tax for earlier years 3.36 35.23
Profit after Taxation 760.80 9,345.61
Less : Exceptional items:
VRS (Engg. Divn.) – 41.13
Net Profit / Loss 760.80 9,304.48
Add: Balance brought forward
from previous year 5,785.16 5,337.05
6,545.96 14,641.53
Appropriations
Proposed Dividend on Equity
Shares (Incl.Tax) (10%) 147.81 (90%) 1,339.18
Dividend on Pref. Shares
(Incl. Tax) – (6%) 17.19
General Reserve 300.00 7,500.00
Balance Carried Forward 6,098.15 5,785.16
6,545.96 14,641.53
Dividend
The Directors have pleasure in recommending payment of a dividend of
10% (Re.0.10 per share) for the year ended March 31, 2011.
Corporate Governance
A separate report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges is attached as a separate
Annexure and forms a part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT U/S 217(2AA)OF THE COMPANY''S ACT,
1956
Your Directors state:
(i) That in the preparation of the annual accounts, applicable
accounting standards have been followed, along with proper explanations
relating to material departures, and the Notes in the Auditors'' Report
in this regard are self-explanatory;
(ii) That such accounting policies have been selected and applied
consistently and judgements and estimates made 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 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;
(iv) That the annual accounts have been prepared on a ''going concern''
basis.
The SEBI''s guidelines regarding Corporate Governance have been
implemented by the Company. An Audit Committee of the Board and
Shareholders'' / Investors'' Grievance and Share Transfer Committee have
been constituted and are functioning in keeping with the given
guidelines.
Group
Pursuant to an intimation from the promoters, the names of the
promoters and entities comprising “Group” as defined under the
Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are
disclosed as Annexure A in the Annual Report for the purpose of the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations
1997.
Particulars of Employees
There was no employee who was in receipt of remuneration as required to
be disclosed under Section 217 (2A) of the Companies Act, 1956.
Directors
Shri S. K. Poddar, Director of the Company, retires by rotation and is
eligible for re-election.
Auditors
The Auditors, M/s. K.N. Gutgutia & Co, retire and are eligible for
re-appointment.
For and on behalf of the Board
Kolkata S.K. Poddar
Dated: 23rd May, 2011 Chairman
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