Kitply Industries Ltd Directors Report

To the Members of

Kitply Industries Limited

Your Directors have pleasure in presenting the 31st Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

		(Rs. in lacs)
	Year ended 31st March, 2014	Year ended 31st March, 2013
Turnover during the year	5051.01	6345.72
Loss Before Depreciation, Interest and Taxation	(-)410.79	(-)585.60
Add: Depreciation & Amortisation Expenses	(-)90.08	(-)102.17
Add: Finance Cost	358.78	(-)475.38
Loss Before Taxation & Exceptional Items
Add/Less : Exceptional Items
Expenses
Income
Loss for the year	(-)859.66	(-)1163.16
Earning Per Share	(2.52)	(3.41)

DIVIDEND

In view of the losses, your Directors are unable to recommend any dividend for the financial year ended March 31, 2014.

REVIEW OF OPERATIONS

During the year under review, operations deteriorated further due to extreme paucity of working capital thereby resulting in complete stoppage of production in almost all the units of your Company. Your Company has recorded a turnover of Rs. 5056.75 lacs in comparison to that of Rs. 6513.95 lacs. The loss after taxation & exceptional items decreased to Rs. 859.66 lacs as against Rs. 1163.16 lacs in the preceding year due to more trading activities and reduced manufacturing attributable to lack of working capital.

BIFR

In view of mandatory provision of Section 15 of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), the company has made a reference thereunder to the Hon’ble Board for Industrial and Financial Reconstruction (BIFR) for revival which has since been registered as Case No. 23/2012 and the matter is currently pending before the Hon’ble Appallate Authority of Industrial Financial Reconstruction (AAIFR).

NEW COMPANIES ACT, 2013

The Historic Companies Act, 2013 which replace more than five decades old Companies Act, 1956 was passed by the Parliament. The new Act provides major thrust on Compliance and Accountability from the Corporate Sector and will provide further transparency in the disclosures. Your Company is already taking steps to comply with the provision of the New Companies Act.

SHARE CAPITAL

During the year under report, authorized Share Capital of the Company is Rs. 500,000,000 divided into 50,000,000 equity shares of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, forming part of the Directors’ Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

DIRECTORS

Mr. Udayan Banerjee, Director of the Company resigned from the Board on May 15, 2014. The Board places on record its deep appreciation of the valuable services rendered during his tenure as a Director of the Company.

Mr. Sumit Kar was appointed by the Board as an Additional Non-Executive Director of your Company with effect from May 14, 2014.

Mr. Subhash Chandra Agarwala, Director of the Company resigned from the Board on April 04, 2014. The Board places on record its deep appreciation of the valuable services rendered during his tenure as a Director of the Company.

Mr. Mahesh Kumar Gupta was appointed by the Board as an Additional Non-Executive Director of your Company with effect from July 04, 2014.

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mr. Pawan Kumar Goenka (DIN: 00090809) retire by rotation and is eligible for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, based on the representation received from the operating management, with respect to the Balance Sheet of the Company as at March 31, 2014 and the Profit & Loss Account for the year ended on that date (hereinafter collectively referred to as the ‘Annual Accounts’) your Directors confirm that –

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the company for that period;

iii) the directors have 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 have prepared the annual accounts on a going concern basis.

AUDITOR’S OBSERVATION

Observations of the Auditors, read together with the relevant Notes to the Accounts and Accounting Policies, are self-explanatory, as such; no further clarifications/explanations are required.

AUDITORS

M/s. Krishanu Bhattacharya Associates, Chartered Accountants, Statutory Auditors of the Company who retires at the annual general meeting and who has not sought reappointment ,to hold office for a term of 5 (Five) years from the conclusion of this Annual General Meeting. Accordingly, M/s S. MANDAL & Co., Chartered Accountants, (Registration No.- 314188E) be and are hereby appointed as Statutory Auditors of the Company in the place of M/s. Krishanu Bhattacharya Associates, as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting.

The operations of the Company do not require audit of cost accounts, in terms of the provisions of the Companies Act, 1956 read with the Rules made thereunder.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a separate section on Corporate Governance forming part of the Directors’ Report and the Certificate from the Company’s Auditors confirming compliance of Corporate Governance norms are included in the Annual Report.

LISTING WITH STOCK EXCHANGES

Our Company continues to remain listed with National Stock Exchange of India Limited and the Gauhati Stock Exchange Limited . The trading of equity shares of the company has been suspended w.e.f. 10.12.2013 at the National Stock Exchange and the management has taken steps for resumption of normal trading soon.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year under review.

DISCLOSURES

1. None of the employees of the Company were in receipt of remuneration during the year ended March 31, 2014 in respect of whom particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

2. Information as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as amended, is annexed hereto and forms part of this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and appreciation to all employees and business associates for their valuable contribution during the year. Your Directors also wish to thanks the members, investors, bankers, government authorities dealers, suppliers for their co-operation and support.

	For and on behalf of the
	Board of Directors
	(P. K. Goenka)
	Chairman & Managing Director
Place : Kolkata
Date : December 06, 2014

INFORMATION PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

FORM A - FOR PLWOOD UNIT

The Company has already taken and implemented energy conservation measures whenever possible and there are no major areas where further energy conservation measures can be taken. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

FORM – B

A. FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT OF ABSORPTION OF TECHNOLOGY, RESEARCH AND DEVELOPMENT (R&D)

Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company.

The R&D efforts of the Company are directed towards quality control, improvement/ up gradation of existing products and development of new products.

2. Benefits derived as a result of the above R & D.

Improvement in product quality, cost effectiveness and development of new value added products

3. Expenditure on R&D	2013 - 2014	2012 - 2013
(a) Capital	--	--
(b) Recurring	--	--
(c) Total	--	--
(d) Total R&D expenditure as a percentage of total Turnover	--	--

Technology absorption, adaptation and innovation

The Company has not introduced any new process as there is complete stoppage of production in all the units due to absence of working capital.

The Company has not imported any technology during the last five years and there is no technical collaboration with any party.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Foreign Exchange earned/utilized during the year have been given under the Notes to Accounts in Note No. 42.

	For and on behalf of the
	Board of Directors
	(P. K. Goenka)
	Chairman & Managing Director
Place : Kolkata
Date : December 06, 2014