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Andrew Yule and Company Ltd.

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Apr 03, 16:00
8.53 0.32 (3.90%)
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Annual Report

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Director’s Report

The Members of ANDREW YULE & CO. LTD. The Directors take pleasures in presenting the Sixty-seventh Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report. [01] FINANCIAL HIGHLIGHTS : The financial highlights of your Company for the year ended 31st March, 2015, is as under : [Rs. in lakhs] Particulars 2014-15 2013-14 Revenue from operations 40213.88 37738.87 (Net) and other Income Profit before Tax 1389.16 2542.65 Provision for Tax : Current Tax 97.04 275.68 - Deferred Tax (-) 3.94 37.71 Profit after Tax 1296.06 2229.26 Balance brought forward 241.39 (-)1487.87 from previous year Transfer to Bond Redemption 166.67 500.00 Reserve Depreciation Adjustments 183.86 ... Proposed Dividend 333.64 ... Dividend Distribution Tax 66.71 ... Balance carried forward to 786.57 241.39 Balance Sheet [02] DIVIDEND : In view of improved financial position, your Directors have the pleasure in recommending a dividend of 5% on the Paid-up value of Shares of Rs.2/- each for the financial year 2014-15. [03] OPERATIONS : [3.1] Tea : As reported earlier, Company''s changed agricultural policy pursued over the years has resulted in higher yield and better quality standard. But tea industry as a whole is facing difficulties in absorbing continued increase in the cost of wages, food grains for the workers etc. However, with the improved field practices, large scale uprooting/replanting, and modernisation of factories, Tea Division''s working is expected to improve further. Therefore, Tea Division is confident to maintain its profitability in future. [3.2] Electrical : The performance of the Division improved considerably compared to that of the previous year. The Division is gearing-up to meet the increasing challenges through adoption of modern technology and introduction of new products to suit the needs of power utility agencies. [3.3] Engineering : The order in-take position of Engineering Division continues to be encouraging but despite of all efforts the expected level of activity could not be achieved as execution thereof became difficult owing to paucity of working capital. However, every endeavour is being made to provide requisite financial support for gradual improvement in the performance of the Division. Your Directors hope that some positive result may be achieved during the current financial year. [04] BIFR STATUS : The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the ''Cut-of- Date'' of 31st March, 2006. The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India, Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approved Rehabilitation Scheme has been considered in the books of accounts during the year 2007-08 to 2014-15. Balance will be considered in the Books of Accounts for the year 2015-16. [05] MANAGEMENT DISCUSSION & ANALYSIS REPORT : Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Section forming part of Annual Report as Annexure-I. [06] CORPORATE GOVERNANCE : As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance Practices followed by the Company, together with a certificate from the Company''s Auditor confirming compliance forms an integral part of this report. [07] SUBSIDIARY COMPANIES : Pursuant to the Circular dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India and Section 136 of the Companies Act, 2013, which has exempted Companies from attaching the Annual Reports and other particulars of its subsidiary Companies along with the Annual Report of the Company, the Annual Reports of the Subsidiary Companies viz. (i) Hooghly Printing Co. Ltd., (ii) Yule Engineering Ltd. and (iii) Yule Electrical Ltd are not attached with this Annual Reports. The financial statements of the subsidiary Companies are kept for inspection by the Shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary Companies to the Shareholders upon their request. The statements are also available on the Website of the Company www.andrewyule.com. [08] PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE COMPANIES : As required under Rule 8(1) of the Companies (Accounts) Rules 2014, the performance and financial positions of the relevant entities as included in the consolidated financial statements are provided hereinbelow : [Rs. in lakh] Name of the Entity Relationship Turnover Profit Net after Tax worth Hooghly Printing Subsidiary 1599.05 6.71 387.61 Co. Ltd. Yule Engineering -do- ... (0.31) 3.37 Ltd. Yule Electrical Ltd. -do- ... (0.22) (5.07) Tide Water Oil Co. Associate 119207.00 15855 49948 (I) Ltd. The New -do- ... (0.64) 30.65 Beerbhoom Coal Co.Ltd. Katras Jherriah Coal -do- ... (1.66) 16.54 Co. Ltd. [09] CONSOLIDATED FINANCIAL STATEMENTS : The consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS 21) issued by the Institute of Chartered Accountants of India form part of this Annual Report. [10] DIRECTOR''S RESPONSIBILITY STATEMENT : Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Director''s Responsibility Statement, it is hereby confirmed that : [i] In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any. [ii] The Directors had selected such accounting policies and applied them consistently and made judgements 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 and Loss of the Company for that period. [iii] The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. [iv] The Directors had prepared the annual accounts on a going concern basis; and [v] The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. [vi] The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. [11] PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS : The Company has not given any loan, guarantee or made any investments exceeding 60% of its Paid-up Share Capital, free reserves and securities premium accounts or 100% of its free reserves and securities premium account whichever is more as prescribed in Section 186 of the Companies Act, 2013. However, details of loans, guarantee and investments covered under provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. [12] DIRECTORS : ShrlA.M. Manichan, Deputy Director, Department of Heavy industry was appointed as a Director of the Company with effect from 7th November, 2014, in place of ShrlDinesh Kumar, Dy. Director, IF Wing, Dept. of Heavy industry. Ms. Sanyukta Samaddar, Director (Vigilance), Department of Heavy industry has been appointed as Director on the Board of the Company with effect from 27th May, 2015 in place of Shri A.M. Manichan, Dy. Director, Department of Heavy industry. The Board of Directors place on record the valued guidance received from Shri Dinesh Kumar and Shri A.M. Manichan during their tenure of Directorship in the Company. Shri R.C. Sen has been appointed as Director (Finance) of your Company with effect from 19th March, 2015. Ms. Sanyukta Samaddar, Director of the Company, who retires from the Board by rotation and being eligible offers herself for re-appointment. [13] CORPORATE SOCIAL RESPONSIBILITY : As part of its initiatives under ''Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Skill Development, Women Empowerment, Health, Water Sanitation, Village Development etc. during the year 2014-15. These Projects are largely in accordance with Schedule VII of the Companies Act, 2013. The prime focus is on skill development which is being successfully accomplished. On different CSR activities your Company had Incurred Rs.19.84 lakh during 2011-12, Rs.30.91 lakh during 2012-13, Rs.37.10 lakh during 2013-14 and Rs.27.17 lakh during 2014-15. [14] BUSINESS RISK MANAGEMENT : Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and Its terms of reference are set out in the Corporate Governance Report and forming part of the Board''s Report. [15] EXTRACT OF ANNUAL RETURN : The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure II. [16] MEETINGS : During the year four Board Meetings and twenty-two Committee of Directors Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. [17] CHANGES IN SHARE CAPITAL : Paid-up Share Capital of your Company as on 1st April, 2014 was Rs.6522.77 lakh. During the year under review the Company has Issued Shares of Rs.150.00 lakh to State Bank of India as per BIFR Order dated 30th October, 2007. Paid-up Share Capital as on 31st March, 2015 is Rs.6672.77 lakh. As on 31st March, 2015, none of the Directors of the Company hold Shares of the Company. [18] RELATED PARTY TRANSACTIONS : All the related party transactions that were entered Into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. [19] DISCLOSURE UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES,2014 : [i] Financial summary or highlights : As detailed under the heading Financial Highlights. [II] Change in the nature of business, if any : None [III] Details of Directors or Key Managerial Personnel who were appointed or resignation during the year : [a] Director''s appointed : Shri A.M. Manichan Shri R. C. Sen. [b] Director''s resigned : Shri Dinesh Kumar. [c] Changes in KMP''s : Shri R. C. Sen. [iv] Details relating to deposits : There were no fixed deposits from the Public Outstanding of the Company at the end of the financial year. [v] There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013. [vi] No significant and material orders have been passed by any regulator(s) or Court(s) or Tribunal(s) Impacting the going concern''s status and Companies operations in future. [vll] Adequacy of Internal Financial Control : Your Company has an adequate system of internal control procedure as commensurate with the size and return of business, which ensures that all assets are safeguarded and protected against loss and all transactions are recorded and reported correctly. The Internal Control System of the Company is monitored and evaluated by the Internal Auditors appointed by your Company. [20] AUDITORS : [20.1] STATUTORY AUDITORS : The Comptroller and Auditor General of India had appointed M/s. Gupta & Co., Chartered Accountants as Auditor for the year ended 31st March, 2015. [20.2] SECRETARIAL AUDITO R : Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. S. Deepak & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure-III. [21] AUDITORS REPORT : In respect of the comments made by the Statutory Auditors in their report, your Directors have clarified the same as under : Diminution in the value of long term equity investment amounting to Rs.14.50 lakhs in WEBFIL Ltd., is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts. A suitable disclosure in this regard has been made in the Statement No.10.08. In respect of the comments made by the Secretarial Auditors in their report, your Directors have clarified the same as under : Audit Committee cannot be formed due to lack of required Independent Directors on the Board. Concerned Ministry has already been informed for appointing sufficient number of Independent Directors on the Board. [22] INDUSTRIAL RELATIONS : During the year under review, Industrial Relations at the Company''s units continued to remain cordial and peaceful. [23] PARTICULARS OF THE EMPLOYEES : The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of The Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. [24] ROLE OF VIGILANCE : The Vigilance Department of your Company contributed to various spheres of the Company''s functions in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company. CVC guidelines which was received by the Company from time to time were followed as preventive measures. [25] RAJBHASA : Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the requirements under the Official Language Act, 1963, and the rules thereunder. [26] ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO : The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Company (Accounts) Rule 2014, is annexed herewith as Annexure-IV. [27] ACKNOWLEDGEMENTS : Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them. The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments. The Board is also thankful to the Company''s valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad. On behalf of the Board, Kolkata, (KALLOL DATTA) 30th May, 2015. Chairman & Managing Director.

Director’s Report