Dear Members,
Your Directors are pleased to present the Forty Eighth Annual Report together with the
Audited Financial Statements of your Company for the financial year ended March 31,2017.
The summarized financial performance of your Company for the financial year ended March
31, 2017 is as follows:-
FINANCIAL RESULTS
(Rs in Lacs)
| Particulars |
Year ended 31st March, 2017 |
Year ended 31st March, 2016 |
| Total Revenue |
6419.69 |
9240.77 |
| Total Expenditure |
10927.01 |
12887.02 |
| Profit/(Loss) before Exceptional and Extraordinary Item & Tax |
(4507.32) |
(3646.26) |
| Add: Exceptional Items |
15.47 |
11.12 |
| Profit/(Loss) before Tax |
(4522.79) |
(3657.37) |
| Provision for Taxation |
|
|
| - Current Tax |
- |
- |
| - Deferred Tax |
(1385.29) |
(1,126.45) |
| Net Profit/(Loss) after Taxation |
(3137.50) |
(2,530.93) |
During the year under review, the total Income was Rs. 6,419.69 Lacs as against Rs.
9,240.77 Lacs in the previous year representing decrease in total income. Net loss after
providing for interest, depreciation and tax increased to Rs. 3,137.50 Lacs as against net
loss of Rs. 2,530.93 Lacs during the previous year.
OPERATIONAL HIGHLIGHTS
During the year under review, your Company continued to face hurdles from all corners.
The overall weak economic conditions, rising cost of production, liquidity crunch,
borrowing costs and other global factors posed hardships on the Company.
The Promoter have extended their financial and technical support from time to time. The
Company has invested these funds towards improvement in infrastructure, repayments of
debts, working Capital requirement and loss funding.
CAST ROLL DIVISION
Production during the year under review decreased to 4401 MT (Metric Ton) as against
5309 MT during the year 2015-16. Cast Roll Sales decreased to 4391 MT as against 5481 MT
during the year 2015-16. Consequently the total revenue from the Cast Roll Division
decreased to Rs. 5,363.63 Lacs as compared to Rs. 7,093.40 Lacs in the previous year.
FORGE ROLL DIVISION
Production during the year under review decreased to 291 MT as against 873 MT during
the previous year. Forge Roll sales decreased to 316 MT as against 897 MT in the previous
year 2015-16. Consequently, the total revenue from the Forged roll division was Rs. 768.47
Lacs compared to Rs. 2,003.49 Lacs in the previous year which reflects a marginal
decrease. EXPORT
During the year under review, the Company exported 854 MT of Cast Rolls as compared to
1513 MT during the previous year and exported 31 MT of Forge Rolls as compared to 186
during the previous year. Your Company is exploring new markets for Cast Rolls in Turkey,
UAE, Qatar, Nigeria, Iran, Egypt, Bangladesh, Oman, AHMSA (Mexico) while strengthening its
presence in the existing markets.
DIVIDEND
In view of losses incurred and requirement of capital, considering the capital
intensive nature of the industry, for working of the Company, your Directors did not
recommend any dividend for the financial year 2016-17.
TRANSFER TO RESERVES
In view of the losses incurred by the Company during the financial year 2016-17, no
amount has been proposed to be carried to the General Reserve.
SHARE CAPITAL
The Authorized Capital and Paid up Share Capital as on March 31, 2017 was Rs. 3,000.00
Lacs and Rs. 2,282.44 Lacs respectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report except as stated in the
report.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year there was no change in the nature of business of the Company.
EROSION OF NET WORTH
As reported earlier the accumulated losses of the Company as on March 31, 2016, are in
excess of its entire net worth as on the same date, as such the Company has become a Sick
Industrial Company and the necessary reference to be made with the Board for Industrial
& Financial Reconstruction (BIFR) in terms of the provisions of Section 15(1) of the
Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), for determination of
measures for its rehabilitation. In view of the complete erosion of the net worth of the
Company, the Board of Director at their meeting dated November 11,2016 has decided to
refer the Company to Board for Industrial and Financial Reconstruction (BIFR) in terms of
Section 15(1) of The Sick Industrial Companies (Special Provisions) Act, 1985. Further the
Company on November 22,2016 submitted the application for reference to the Board of BIFR
but due to repealment of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA)
with effect from 1st December, 2016 , the Companys application not get registered with
BIFR Board.
SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ASSOCIATE COMPANY
The Company does not have any Subsidiary Company/Joint Venture Company/Associate
Company in terms of provisions 134(3) of the Companies Act, 2013 read with Rule 8(5)(iv)
of Companies (Accounts) Rules, 2014 and hence no disclosure is required.
PUBLIC DEPOSIT
During the year, your Company has not accepted/ received any deposit pursuant to
section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014.
CORPORATE DEBT RESTRUCTURING
Your Company continues to be under CDR Scheme as reported in the previous year and is
making repayments as laid down in the terms and conditions of the Scheme.
SCHEME OF AMALGAMATION
As reported last year, your Directors as well as the Shareholders (Both Equity
Shareholders and 6% Cumulative Optionally Convertible Redeemable Preference Shareholder at
their Court Convened Meeting held on March 28, 2015) of the Company has approved the
Scheme of Amalgamation of Geetapuram Port Services Limited ("GPSL or the Transferor
Company No.1") and its wholly owned subsidiary North East Natural Resources Private
Limited ("NENRPL or the Transferor Company No.2") with Gontermann-Peipers
(India) Limited (GPIL or the Transferee Company No. 1").
Necessary approval for approving the said Scheme is pending before the Honble High
Courts. The amalgamation, if approved will be advantageous and beneficial to all
stakeholders of your Company.
INTERNAL FINANCIAL CONTROL
The Internal Financial Control with reference to the Financial Statements are
considered to be commensurate with the size, scale and complexity of the operations of the
Company. All Operations are executed through Standard Operating Procedures (SOPs) in all
functions activities for which key manuals have been put in place. The manuals are
operated and validated periodically. Approvals of all transactions is ensured through a
pre approved Delegation of Authority (DOA) Schedule which is in built into the SAP system.
DOA is reviewed periodically by the management and compliance of DOA is regularly checked
and monitored by the Auditors. The Companys Books of Accounts are maintained in SAP and
transactions are executed through SAP (ERP) setup to ensure correctness/effectiveness of
all transactions, integrity and reliability of reporting.
The Internal Audit team monitors and evaluates efficacy and adequacy of internal
control system in the Company. Based on the report of internal auditors, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board on quarterly basis.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per section 135 (1) of the Companies Act, 2013, every Company having a net worth of
Rupees five hundred crores or more, or turnover of Rupees one thousand crores or more, or
net profit of Rupees five crores or more, during any financial year is required to
constitute a Corporate Social Responsibility Committee of the Board consisting of three or
more Directors, out of which at least one Director shall be Independent Director.
Your Company is suffering losses since FY 2011-12 and doesnt fulfill any of the
criterias as specified under section 135 (1) of the Companies Act, 2013, therefore,
Corporate Social Responsibility Committee of the Board is not required, and as a result
Company has not constituted a Corporate Social Responsibility Committee. Your Company has
tried to meet its social obligations, wherever possible, with its limited resources.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the future operations of the
Company during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment(s)
During the year under review, Mr. Aurindam Dey was appointed as an Chief Executive
Officer (CEO) and Key Managerial Personnel (KMP) of the Company with effect from August
11, 2016 and Mr. Prithwi Manas Mitra was appointed as Chief Financial Officer (CFO) and
Key Managerial Personnel (KMP) of the Company with effect from September 1,2016.
Mr. Dwijen Lahiri, Whole Time Director, Mr. Prithwi Manas Mitra, Chief Financial
Officer and Mr. Alok Kumar Samant, Company Secretary of the Company are the Key Managerial
Personnels of your Company in accordance with the provisions of Section 2(51) and Section
203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosures
Requirements), Regulations, 2015.
The details of remuneration paid to the Key Managerial Personnel appointed by your
Company in accordance with the provision of Section 203 of Companies Act, 2013 are set out
in this Report.
Resignation(s)
During the year under review, Mr. Anil Sureka, Non-Executive Director has resigned from
the position of Non-Executive Director with effect from August 11, 2016. Mr. Sandip Gupta,
CFO and Key Managerial Personnel(KMP) of the Company has been relieved from the position
of CFO and KMP due to reaching the age of Superannuation with effect from August 29, 2016.
Further Mr. Aurindam Dey, CEO and KMP of the Company has resigned from the position of CEO
and KMP with effect from November 11,2016.
The Board of Directors placed on record their appreciation for their valuable
contribution during their association with the Company.
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules
made thereunder and in terms of the Article of Association of the Company, Ms. Shristi
Mittal (DIN:02451240), Non-Executive Director of the Company, is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, offers herself for
re-appointment. Your Board of Directors recommends her re-appointment. The details of the
re-appointment are set out in the notice convening the 48th Annual General Meeting of your
Company.
BOARD EVALUATION
During the year under review in terms of requirement of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the formal annual
evaluation was carried out for the Boards own performance, its committees &
individual directors. The Evaluation process focused on various aspects of the functioning
of the Board and Committees such as composition of the Board and Committees, experience
and competencies, performance of specific duties and obligations, governance issues etc.
The manner in which evaluation was carried out is stated in the Corporate Governance
Report which is annexed and forms a part of this report.
The Board approved the evaluation made by Nomination and Remuneration Committee of the
Board of Directors.
MEETING OF THE BOARD AND AUDIT COMMITTEE
The details of the number of Board and Audit Committee Meetings of the Company are set
out in the Corporate Governance Report which forms part of this report. The intervening
gap between the meetings was within the period prescribed by the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
COMPOSITION OF AUDIT COMMITTEE AND OTHER COMMITTEE
The Composition of Audit Committee and other Committees is provided in the Corporate
Governance Report forming part of this Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligation and Disclosure Requirement), Regulations, 2015, a separate meeting of the
Independent Directors was held on Thursday, March 30, 2017. In the said meeting the
Directors have reviewed the performance of Board and its Committees, Chairman of the
Board, Non-Executive Directors and further assessed the quality, quantity and the
timeliness of flow of information between the Management and Board of the Company.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors that they
meet the criteria of Independence as laid down under the Companies Act, 2013 read with
Schedule IV and Rules made thereunder, as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015.The Board considered the independence of each of the
Independence Directors in terms of above provisions and is of the view that they fulfill
the criteria of independence.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company is required to conduct the Familiarisation Programme for Independent
Directors (IDs) in terms of Regulation 25(7) of the SEBI (Listing Obligations and
disclosure Requirements), Regulation, 2015 to familiarize the Independent Directors about
the Company and their roles, rights, responsibilities in the Company, nature of the
industry in which Company operates, business model of the Company and other related
matters. During the year under review, the Company continuously through its Board Meeting
and/or Committee meeting(s) aggregating in twelve in number facilitated Directors to
familiarize about the Company performance and in turn helped them in their active
participation in managing the affairs of the Company. The details of such Familiarization
Programme for Directors are available on the Companys website (URL: www.gontermann-peipers.com/
investorsrelations/Directors/familiarization programme of Independent Directors).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (1)(c) of the Companies Act, 2013, your Directors confirm that:
(i) in the preparation of the annual accounts for the financial year March 31, 2017,
the applicable accounting standards have been followed and there are no material departure
for the same;
(ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are responsible 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 2016-17 and
of the loss of the Company for the year ended on that date;
(iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(iv) they have prepared the annual accounts for the financial year ended March 31, 2017
on a going concern basis;
(v) they have laid down internal financial controls to be followed by the company and
that such internal financial control are adequate and operating effectively;
(vi) they have devised proper system to ensure compliance with the provisions of all
applicable laws to your Company and that such systems were adequate and operating
effectively.
EXTRACT OF THE ANNUAL RETURN
An Extract of Annual Return as on the financial year ended March 31,2017 in Form No.
MGT-9 as required Under Section 92(3) of the Companies Act, 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is set out as Annexure -1 to this
Report and forms part of this Annual Report.
REMUNERATION POLICY
The Company has in place a Nomination and Remuneration policy duly adopted and approved
by the Board. The Nomination and Remuneration Policy of the Company includes the terms and
conditions for appointment and payment of remuneration to the Directors and Key Managerial
Personnel (KMP) and other senior management personnel including criteria for determining
qualifications, positive attributes, independence of a director as per Schedule IV of the
Companies Act, 2013. The said policy has been made available on the website of the Company
"www.gontermann-peipers.com".The same is attached as Annexure - II and forms
integral part of this Report.
STATUTORY AUDITORS
M/s. V. Malik & Associates, Chartered Accountants, having Registration No. 000155N,
issued by The Institute of Chartered Accountants of India, the Statutory Auditors of the
Company hold office till the conclusion of the forty-eighth Annual General Meeting of the
Company. They have audited the Financial Statements of the Company for the Financial Year
under review.
Comments /Qualifications of the Auditors in their report and the notes forming part of
the Accounts are self-explanatory:-
1. Long outstanding (i) capital advances (Note No. 12) of Rs. 925.25 Lacs (including
amount represented as trade receivable) and (ii) advances to suppliers (Note No. 16) of
Rs. 454.55 Lacs (including Rs. 288.61 Lacs recoverable from related party) in respect of
which no confirmation, acknowledgement, schedule of delivery, agreements, etc. are
available and in the absence of initiation of concrete steps for recovery/ settlement,
non-availability of legal tenable rights and doubt about their ability to pay, besides
other factors, equivalent provision for advances doubtful for recovery is necessary
considering the magnitude of above factors coupled with considerable delay by these
parties, non-creation of such provision is contrary to the requirements of Accounting
Standard-4, "Contingencies and Events occurring after the Balance Sheet date".
Consequently, the Loss for the year would be impacted by Rs. 1,379.80 Lacs.
2. The company has recognized Net deferred tax asset (DTA) of Rs.5,332.49 Lacs
(including Rs.1,385.29 Lacs for the year) up to March 31,2017 on account of unabsorbed
depreciation, carried forward business losses and disallowances under Income tax laws
(Refer Note No. 11 and 51) based on the future profitability projections made by the
management. The company has history of continuous losses for last six years and in the
absence of virtual certainty supported by convincing evidence along with non-disclosure of
nature of evidences supporting its recognition that sufficient taxable income will be
available against which such deferred tax assets can be realized in near future, in our
opinion, the recognition of deferred tax asset is in contravention to Accounting
Standard-22 "Accounting for Taxes on Income" and impacted the Loss for the year
and financial position to that extent.
Had the impact of Basis of Qualified Opinion Para 4 (a) and (b) above been considered
and not considering the impact of Para 6 though Emphasized by us,
i) the Loss for the year would have been Rs. 5,902.59 Lacs as against the reported Loss
of Rs. 3,137.50 Lacs and
ii) the balance in Reserves and Surplus would have been Rs. (11,309.71 Lacs) as against
the reported Reserves and Surplus of Rs. (4,597.42 Lacs).
Further the management representation to the above qualifications/comments are as
follows:
1. As regards long outstanding (i) Capital advances of Rs. 925.25 Lacs (including
amount represented as trade receivables) and (ii) advances to suppliers of Rs.454.55 Lacs,
the management is confident that the same will be adjusted against supply of materials or
realisation of advances.
2. As regards Net Deferred Tax (NDTA), based on the future profitability projections,
management is confident of achieving the profitability in the coming years and the Company
is virtually certain that there would be sufficient taxable income in the future against
which the Deferred Tax Asset can be accounted for.
COST AUDITORS
Your Board on the recommendation of the Audit Committee, has approved the appointment
of M/s. Datta Chakraborty & Associates, having firm registration No. 000300 issued by
The Institute of Cost & Works Accountants of India, Cost Accountants, for audit of
cost records maintained by the Company for the financial year ended 2017- 2018. In terms
of section 148 of Companies Act, 2013, read with the Companies (Audit and Auditors) Rules,
2014 appropriate resolution seeking your ratification of the remuneration payable to M/s.
Datta Chakraborty & Associates, Cost Accountants, is included in the Notice convening
the 48th Annual General Meeting of the Company.
SECRETARIAL AUDITORS
Pursuant to the provision of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. MKB & Associates, a firm of Company Secretaries in practice to
undertake the Secretarial Audit of the Company for the financial year 2016-17.The Report
of the Secretarial Audit is attached herewith as Annexure-lll to this report.
Below mentioned qualification is observed by the Secretarial Auditor in their report to
which the Board has shared the following explanation:
Qualifications:
During the period under review the Company has generally complied with the provisions
of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that
1. the company has not complied with provisions of Section 197 read with Schedule V of
Companies Act, 2013 as salary has been paid to Whole-time Director of the Company without
taking approval of Central Government as the Company has defaulted in payment of loans and
interest thereon;
2. the promoter contribution of Rs. 91.61 Lacs received against share application money
in the Financial Year 2014-15 against which shares have not been allotted till date has
been shown under current liabilities.
Management Response:
1. NOC as required under the Act is awaiting from the lender for filing of application
to Central Government. Upon receipt of the NOC from the lender Company would submit the
application for waiver/approval to Central Government.
2. Global Steel Holding Limited (the Foreign Promoter/GSHL) vide their letter dated
01st April, 2015 has been directed the Company to hold the allotment of the shares and
keep the said amount in trust as a non-interest bearing till the formal approval of the
Board of GSHL. Further they have requested to refund the said amount and refund of same is
under process. For refund of same, RBI approval is required and necessary application is
under process for filing with RBI for their approval to refund the said Rs. 91.40 Lacs to
GHSL.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
There was no such loan given, investment made, guarantee given or security provided by
the Company to any entity pursuant to the provisions of section 186 of the Companies Act,
2013 during the financial year 2016-17.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on amis length basis. During the year under
review, the Company has not entered into any contracts/arrangements/transactions with
related parties which could be considered as material in accordance with the provision of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015.
Your Board of Directors, based on the recommendation of audit committee has approved
the Policy on materiality of related party transactions and dealing with related party
transactions in accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirement), Regulations, 2015 and Companies Act, 2013. The
said policy is also hosted in Companys Website www.gontermann-peipers.com .
Since all the related party transactions entered into by your Company were on Ordinary
course of Business and were on arms length basis, form AOC-2 is not applicable to our
Company.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.
The information on conservation of energy, technology, absorption and foreign exchange
earnings and outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-IV to this
Report.
RISK MANAGEMENT
The Company has in place robust risk management framework which identifies and
evaluates business risk and opportunities. Pursuant to the provisions of the Companies
Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement), Regulations, 2015, the Company has a Risk Management Committee of the Board,
which looks after the identification of risks and their mitigation plans.
During the year under review, the Board and Management teams are embracing the concept
of Enterprise Risk Management (ERM). ERM is used as a strategy decision making tool to
refine management strategies and risk controls. Thereafter, the management evaluated the
risk on priorities basis and their mitigation plan were formulated and implemented on
regular basis. The evaluated risk along with their mitigation plan and their
implementation are presented before the Board on time to time basis.
WHISTLE BLOWER POLICY & VIGIL MECHANISM
Your Company has formulated a codified Whistle Blower Policy incorporating the
provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013
read with Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in order to
encourage Directors and Employees of your Company to escalate to the level of the Audit
Committee any issue of concerns impacting and compromising with the interest of your
Company and its stakeholders in any way.
Your Company is committed to adhere to highest possible standards of ethical, moral and
legal business conduct and to open communication and to provide necessary safeguards for
protection of employees from reprisals or victimisation, for whistle blowing in good
faith. The said Policy is hosted on the Companys website: www.gontermann-peipers.com .
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. The
Company in its endeavour to provide a safe and healthy work environment for all its
employees has developed a policy to ensure zero tolerance towards verbal, physical,
psychological conduct of a sexual nature by any employee or stakeholder that directly or
indirectly harasses, disrupts or interferes with anothers work performance or creates an
intimidating, offensive or hostile environment such that each employee can realize his /
her maximum potential.
Your Company has put in place a Policy on Prevention of Sexual Harassment as per The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Policy is meant to sensitize the employees about their fundamental right to have safe
and healthy environment at workplace. As per the Policy, any employee may report his / her
complaint to the Internal Complaint Committee formed for this purpose. The Company affirms
that during the year under review adequate access was provided to any complainant who
wished to register a complaint under the Policy.
During the year under review, there were no such Complaints received by the Internal
Complaint Committee.
POLICY FOR PRESERVATION OF DOCUMENTS
Your Company has put in place a policy on preservation of documents and achieving of
the documents and policy to determine material of events, pursuant to requirement of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The said Policy is hosted on the Companys website:
www.gontermann-peipers.com .
PARTICULARS OF EMPLOYEES AND OTHER RELATED INFORMATIONS
The information required to be disclosed in the Directors Report pursuant to the
provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in as an
Annexure- V to this Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain and adhere highest standards of Corporate
Governance requirements as stipulated in SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015. The Corporate Governance Report along with the
Certificate from Mr. Pankaj Kumar Modi, Practicing Company Secretary of Corporate
Governance is attached with this report.
CEO/CFO Certification
Pursuant to the provisions of Regulation 34(3) of Securities and Exchange Board of
India (Listing Obligations and Disclosures Requirements) Regulation, 2015 pertaining to
Corporate Governance, Mr. Dwijen Lahiri, Whole Time Director and Mr. Prithwi Manas Mitra,
Chief Financial Officer of the Company have certified inter-alia, about review of
financial statements for the financial year ended 31st March, 2017. The said Certificate
has been provided elsewhere in the Annual Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, your Company has not transferred any sum to the Investor
Education Protection Fund (IEPF) of the Central Government, as there was no unclaimed or
unpaid amount of dividend which was due and payable at the end of the financial year
2016-17.
AWARDS AND RECOGNITION
Your Company had participated in Chapter Convention on Quality Concepts (CCQC - 2016)
organized by Kolkata Chapter and had been recognized and awarded as "Gold
Category" (Kaizen).
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated
under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 being presented in a separate section forming a part of
this Annual Report.
APPRECIATION
Your Directors would like to express their appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities,
Customers, Vendors and Members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the services rendered by the
officers, staff and workers of the Company at all levels and look forward to their
continued co-operation.
For and on behalf of the Board
| Sd/- |
S6I- |
| Prof. Manoj Kumar Mitra |
Dwijen Lahiri |
| Director |
Whole Time Director |
| DIN-00050929 |
DIN-07165572 |
| Place: Kolkata |
|
| Date: May 25, 2017 |
|
+91-9892691696
