Ellenbarrie Industrial Gases Ltd

BSE: 590087 | NSE:  | ISIN: INE236E01014 
Market Cap: [Rs.Cr.] 402.83 | Face Value: [Rs.] 10
Industry: Chemicals

Director's Report
DIRECTORS

To

THE MEMBERS

Your Directors take pleasure in presenting the Fortieth Annual Report of your Companytogether with the Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31 st March,2014 are as under:

(Rs. in lacs)
Particulars Year Ended 31st March, 2014 Year Ended 31st March, 2013
Revenue from operations 6785.61 7937.99
Other Income 237.45 138.63
Profit before Taxation (2781.30) 56.27
Tax Expense 10.72
Profit for the year after tax (2717.24) 45.55
Earnings per Share of Rs. 10/- each (41.51) 0.70

DIVIDEND

In view of the loss incurred for the Financial Year 2013-14, the Board does not declareany dividend for the given financial year.

OPERATIONS

"During the financial year 2013-14 sales of manufactured goods (net of excise)registered a decline of 13% over that of 2012-13, sale of traded goods registered adecline of 27%. During the same period Earnings Before Interest, Tax & DepreciationAllowance (EBITDA) registered a decline of 50% from Rs. 1813 Lacs to Rs. 906 Lacs owing tocost increases, adverse economy of scale and other macro economic factors. Total Financecost increased by a massive 193% mainly due to recognition of loss on repayment of foreigncurrency borrowings during the year, eventually your company reporting a net loss for theyear.

Following the business restructuring carried out during the year by way of acquisitionof 51% of shareholding of the company by Air Water Inc. of Japan, the company recognizedthe need for revaluation of assets, especially its landed assets, to represent a fairassessment of the current worth. Accordingly, the Board appointed registered Valuers toevaluate the fair value of the Freehold and Leasehold interests in lands of the companyand thus an amount of Rs 2320 lacs were credited to the Revaluation Reserves".

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company as on date.

CHANGE IN COMPANIES ACT

The Companies Act, 2013 ('the Act') and the rules made thereunder has come into beingreplacing the existing Companies Act, 1956 and a large portion of the Act has alreadybecome effective. The Company has already formed / renamed various Committees of the Boardin accordance with the requirements of the Act. The Terms of reference for variousCommittees of the Board have also been modified and adopted as per the provisionsprescribed in the Act. Your Company is taking necessary steps to ensure compliance withthe requirements of the new Act.

The Ministry of Corporate Affairs has vide General Circular 08/2014 No. 1/19/2013-CL-Vdated 04.04.2014 notified that the Financial Statements and documents required to beattached thereto, Directors Report and Auditors Report in respect of the Financial yearsthat commenced earlier than 01.04.2014 shall be governed by the relevant provisions of theCompanies Act, 1956 and the rules made thereunder. Consequently the Financial Statements,Directors Reports Auditor's Report for the Financial year 2013-14 have been prepared inaccordance with the provisions of the Companies Act, 1956 and appropriate references havebeen made in respect of the Act wherever required.

CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over theyears and lays strong emphasis on transparency, accountability and integrity. As requiredunder Clause 49 of the Listing Agreement of Stock Exchanges, a report on CorporateGovernance confirming compliance with the requirements of the Corporate Governance areannexed as part of this Report.

DEPOSITORY SYSTEM

As the members are aware, your Company's shares are tradeablecompulsorily in electronicform. In view of the numerous advantages offered by the Depository system, members arerequested to avail of the facility of dematerialization of the Company's shares either inNational Securities Depository Ltd. or Central Depository Services (India) Ltd.

DIRECTORS

The Companies Act, 2013 ('the Act') contains provisions for certain class of companieswith regard to composition of the Board of Directors and their appointment /reappointment. Accordingly your Company being listed company is required to have at leastone third of the total number of Directors as Independent Directors in accordance withsection 149(4) of the act and not less than two-thirds of the total number of Directors ofa public company shall be persons whose period of office is liable to determination byretirement of directors by rotation. At every Annual General Meeting one-third of thedirectors as are liable to retire by rotation shall retire from office. The IndependentDirectors shall not be liable to retire by rotation.

Accordingly the Board have proposed the names of Mr. Manas Kumar Dutta, Mr. SwapanKumar Bhowmik and Dr. Prabir Kumar Dutt who has confirmed to the Company that they meetthe criteria of Independence as specified in section 149(69) of the Act, to be appointedas Independent Directors within the meaning of the act. The necessary resolutions forappointment of Independent Directors would be proposed in the ensuing Annual GeneralMeeting. After such appointment the Independent Directors would no longer be liable toretire by rotation during their tenure.

Shri Ranesh Bhowmick, Director of the Company resigned from the Board due to hisadvanced age and ill health. The resignation of Shri Bhowmick was noted in the BoardMeeting held on 09.05.2014. Shri Ajit Khandelwal, also resigned from the Board due to hispre-occupation and the resignation was noted in the Board Meeting held on 13.08.2014. TheBoard of Directors wish to place on record their deep sense of appreciation for theinvaluable contributions of Shri Ranesh Bhowmick and Shri Ajit Khandelwal towards growthand prosperity of the Company.

The Board recommends the appointment of above directors with a view to avail theirvaluable advices and wise counsel. A brief profile of the above Directors seekingappointment/re-appointment required under Clause 49 of the Listing Agreement, is given inthe Notice of AGM.

AUDITORS

M/s. A. K. Kumar & Co., Chartered Accountants, Statutory Auditors of the Companyhold office up to the forthcoming Annual General Meeting and are recommended forre-appointment to audit the accounts of the Company for the financial year 2013-14. TheCompany has received a letter from them to the effect that their reappointment, if made,would be within the limits prescribed under the Companies Act, 2013 and that they are notdisqualified for re-appointment.

As per the requirement of Central Government your Company carries out an Audit of costrecords every year. The Cost Audit Report for the financial year 2013-2014 has been filedwithin due date.

In accordance with section 148 of the Companies Act, 2013 read with rule 14 of theCompanies (Audit and Auditors) rules, 2014, the remuneration payable to the Cost Auditorsfor the financial year 2014-15 would be placed at the ensuing the Annual General Meetingfor ratification.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Additional information as required by the Companies (Disclosure of Particulars in theReport of the Board of Directors) Rules, 1988 is given in the prescribed form in Annexure"A" to the Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, there isno employee being paid the amount as mentioned in this rule.

KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company has approved continuance of office of Shri PadamKumar Agarwala as the Managing Director, Shri Shanti Prasad Agarwala as the Whole TimeDirector, Shri Varun Agarwal, Executive Director & Ms. Priyanka Jaiswal as the CompanySecretary and act as 'Key Managerial Personnel' in terms of the requirements of theCompanies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directorsconfirm as under:

i) that in the preparation of Annual Accounts, the applicable Standards have beenfollowed along with proper explanations for material departures.

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period.

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires the conduct of all operations in such manner soas to ensure safety of all concerned, compliance of statutory and industrial requirementsfor environment protection and conservation of natural resources to the extent possible.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work, solidarity, and support, yourCompany's achievements would not have been possible. Your Directors also wish to thank itscustomers, dealers, agents, suppliers, joint venture partners, investors and bankers fortheir continued support and faith reposed in the Company.

The enthusiasm and unstinting efforts of the employees have enabled the Company toremain at the forefront of the industry despite increased competition from severalexisting and new players.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operationthat the Company has received from suppliers, brokers, customers and others associatedwith the Company as its enterprise partners. The Company has always looked upon them aspartners in its progress and has happily shared with them rewards of growth. It will beCompany's endeavour to build and nurture strong links with trade, based on mutuality,respect and co-operation with each other.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank all investors, customers, vendors,bankers, regulatory and government authorities and stock exchanges, for their continuedsupport and faith reposed in the Company.

3A, Ripon Street For and on behalf of the Board
Kolkata-700 016 PADAM KUMAR AGARWALA
Dated: 13th day of August, 2014 Managing Director

ANNEXURE - 'A' TO THE DIRECTORS' REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OFTHE BOARD OF DIRECTORS) RULES, 1988 :

A. Conservation of Energy

a. Energy Conservation measures taken :

i. Electricity being the major cost factor, focus on continuous improvement of theplant so as to attain optimum energy consumption.

ii. Steps taken towards improvement of power factor and load factor with a view toachieve optimum power efficiency.

b. Additional investments and proposal for reduction of consumption of energy :

New investment in the upcoming air separation plant in Hyderabad is designed to produceair gases with lowest possible power consumption.

c. Impact of the above Measures :

The above measures will have a positive impact on the electrical power usage and willlead to significant reduction in specific power usage per unit of output.

B. Technology Absorption

Company has plans to explore new applications of gases to address customer needs indifferent industrial sectors. Being a member of Air Water Inc. Group, the Company hasopportunity to access various Research & Development carried out by the group in Japanand other parts of the world.

C. Foreign Exchange Earnings & Outgo

Company continues to leverage its past experience in the gas industry to explorepossible export opportunities to neighboring countries.

Total Foreign Exchange used during the year towards import of goods and services wereRs. 935 lakhs and total foreign exchange earned stood at Rs. 200 lakhs.

ANNEXURE - 'A' TO THE DIRECTORS' REPORT

The Board of Directors

ELLENBARRIE INDUSTRIAL GASES LTD.

3A, Ripon Street

Kolkata-700 016

MD / CFO Certification

(a) We have reviewed financial statements and the Cash Flow Statement for the year andthat to the best of our knowledge and belief:

(i) These statements do not contain any materially unfair statement or any materialfact or statements that might be misleading.

(ii) These statements together present a true and fair view of the Company's affairsand are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into bythe company during the year which are fraudulent, illegal or violative of the company'scode of conduct.

(c) We accept responsibility for establishing and maintaining internal control and thatwe have evaluated the effectiveness of the Internal Control Systems of the Company andhave disclosed to the Auditors and the Audit Committee deficiencies in the design oroperation of Internal Controls, if any, of which we are aware and the steps we have takenor propose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee :

(i) Significant changes in internal control during the year.

(ii) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

(iii) There are no instances of significant fraud of which we have become aware and theinvolvement therein if any of the management or an employee having a significant role inthe Company's internal control system, if any.

3A, Ripon Street
Kolkata-700 016 PAD AM KUMAR AGARWALA T.GHOSH
Dated : 13th day of August, 2014 Managing Director Manager Accounts
   
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Key Information

Key Executives:

Shanti Prasad Agarwala , Managing Director

Padam Kumar Agarwala , Joint Managing Director

Varun Agarwal , Executive Director

Manaskumar Dutta , Director


Company Head Office / Quarters:

3A Ripon Street,
,
Kolkata,
West Bengal-700016
Phone : West Bengal-91-033-22491922/22291923/22292441 / West Bengal-
Fax : West Bengal-91-033-22493396 / West Bengal-
E-mail : ellenbarrie@vsnl.com
Web : http://www.ellanbarrie.com

Registrars:

ABS Consultant Pvt Ltd
99 Stephen House ,6th Floor ,4 B B D Bag(E) ,Kolkata-700002

 
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