DIRECTORS' REPORT THE MEMBERS Your Directors have pleasure in presenting the Annual Report and the Audited Accounts of the Company for the financial year ended 30th June, 2015: PERFORMANCE: Total Income, during the year under review, stood at Rs. 265.52 lacs as against Rs. 972.64 lacs in the previous financial year 2013-14. Profit after Tax amounting to Rs.4.45 lacs as against 63.93 lacs in the previous financial year. Directors have been actively considering entering in to new activities for increasing company's business. DIVIDEND: Considering funds required for increasing business of the Company and also considering the requirement for strengthening its financial positions, your Directors do not recommend any dividend for the year. RESERVE FUND The company has not transferred any amount in General Reserve Account. FIXED DEPOSITS: During the year under review, the Company has not accepted public deposits under section 58-A of the Companies Act, 2013 DIRECTOR'S RESPONSIBILITY STATEMENT Your Directors confirm that: i. In the preparation of the Annual Accounts for the year ended 30th June, 2015, the applicable accounting standards had been followed, along with proper explanation relating to material departures; 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 the loss of the company for the year under review; iii. The Directors 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; and iv. The Directors have prepared the annual accounts on a going concern basis. DIRECTORS: Mr. B. K. Nopany retire by rotation at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. AUDITORS: M/s. Vivek Jaiswal & Co., Chartered Accountants were appointed as Statutory Auditors at the Annual General Meeting (AGM) for a period of three (3) years, until the conclusion of the AGM of the Company for financial year ended 31st March 2017,(subject to ratification of the appointment by the members at every AGM). A proposal for ratification of the appointment of the Statutory Auditors for the Financial Year 2015-2016 is placed before the Members at the ensuing AGM. The said Auditors have given their eligibility certificate in terms of Section 139 of the Companies Act, 2013. Notes forming part of accounts, which are specifically referred to by the Auditors in their report, are self explanatory and, therefore, do not call for any further comments. SECRETARIAL AUDITORS & REPORT Your Company appointed CS Rasna Goyal, Practising Company Secretary, (Membership No. -ACS 20852 and Certificate of Practice No. 9209) as the Secretarial Auditor of your Company for F.Y.- 2014-15 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended June 30, 2015 is annexed as Annexure and forms part of the Report. DE-MATERIALISATION OF SHARES: The Company's equity shares are available for de-materialization on both the depositories, viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Company's shares mandatory, in de-materialized form. As on 30th June, 2015, 14052400 equity shares representing 48.21% of your Company's Equity Share Capital have been de-materialised LISTING AT STOCK EXCHANGE: The Shares of the Company are listed on Bombay Stock Exchange, Mumbai and National Stock Exchange of India Ltd. Trading at National Stock Exchange and Bombay Stock Exchange is suspended and efforts are being put for revocation of the suspension CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS: Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, report on Corporate Governance along with the Auditors' statement on its compliance and Management discussion and Analysis have been included in this Annual Report as a separate annexure. NUMBEROF MEETINGS OF BOARD OF DIRECTORS: The following number of meetings of the Board of Directors held during the financial year 2014-15, 28.08.14,16.09.14,14.11.2014; 13.02.15; & 12.05.15 STATEMENT ON DECLARATION BYTHE INDEPENDENT DIRECTORS: All independent Director(s) have given declarations that they meet the criteria of Independence as laid down under Section 149(6)of the Companies Act, 2013. SUBSIDIARIES, JOINT VENTURE There are no companies which have become or ceased to be its Subsidiaries, Joint Ventures during the year. EXTRACT OF ANNUAL RETURN: An extract of Annual return as on the Financial year ended on June 30, 2015 in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an Annexure to the Directors' Report and form part of this Annual Report. VIGIL MECHANISM Pursuant to the provisions of section 177(9) of the Companies Act, 2013, the company had established a vigil mechanism for directors and employees to report concerns of unethical behavior, actual or suspected fraud or violation of the company's code of conduct. REMUNERATION POLICY The Board has, on the recommendation of the nomination & remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its audit, nomination & remuneration Committees. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY The Company has an internal Control system commensurate with the size and scale of its operations. COMMITTEES The company has 3(Three) board committees constituted as per the requirement of the Act viz., Audit Committee, Nomination and Remuneration Committee and Shareholder Grievance Committee. BUSINESS RISK MANAGEMENT The main identified risks at the company are commercial risks, financial risks, operational risks and legal & regulatory risks. Your company has established a comprehensive risk management system to ensure that risk to the company's continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES: During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company materiality of related party transactions. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the point no. 10 of Note 17 to the Financial Statement. PARTICULARS OF EMPLOYEES As required under provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees falling under above category, thus no information is required to be given in the report. DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMEN 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. During the year under review, there was no case file pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition And Redressal) Act, 2013. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING As the manufacturing operation of the Company has been discontinued long ago, and since the company doesn't have any manufacturing facilities and is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule-8 (3) of the Companies (Accounts) Rules, 2014 is not provided. The Company does not have any Foreign Exchange Earnings and outgo in the year under review. EMPLOYEE RELATIONS: During the year under review, the relations between the Management and the workmen were cordial, except witness of recent agitation. The management of the Company in confident to solve the problem soon. INVESTOR RELATIONS: Your Company always endeavors to keep the time of response to Shareholders' requests/grievance at the minimum. Priority is accorded to address all the issues raised by the Shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders' Grievance Committee of the Board meets periodically and reviews the status of the redressal of Shareholders' Grievances. The Shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz., National Depository Limited and Central Depository Services (India) Limited. ACKNOWLEDGEMENT: Yours Directors wish to place on record the sincere and dedicated efforts of all the members of the Company's team which has throughout the year remained active. Your Directors also take this opportunity to offer their sincere thanks to Financial Institutions, Banks, other Government Agencies, our valued customers and the investors for their continued support and assistance. The employees of your Company continued to display their unstinted devotion, co-operation. Your Directors take this opportunity to record their appreciation for the same. Your Directors also express their profound thanks to the Shareholders for their faith and continued support to the endeavors of the Company. By Order of the Board For EASTERN SUGAR & INDUSTRIES LIMITED B. K. Nopany Chairman KOLKATA Date: 9th February, 2016 |