Directors Report To, The Members, Your directors have, pleasure in presenting the 88th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March,2015. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK There has been no production in both the Units of the Company during the year under review. The Ambattur plant is still under "Suspension of Operation" w.e.f 21st February,2012. Refurbishment work at Sahaganj has started subsequent to reopening of plant on 25ih September, 2014 after execution of MOU with Labour Union. Sahaganj plant was also under "Suspension of Work" during 8th October,2011 to 24th September.,2014. DIVIDEND In view of suspension of operations and loss during the year, your directors are unable to consider any dividend for the year. SUBSIDIARY COMPANIES The Company has the following Subsidiaries : 1) Ebony Commercials Private Limited, 2) Dunlop East Limited 3) Dunlop South Limited . The Consolidated Financial Statements for the financial year ended 31st March, 2015 pursuant to clause 32 read with clause 41 of the listing agreement entered into with the Bombay Stock exchange and prepared in accordance with Accounting Standard 21 of the Institute of Chartered Accountants of India are attached herewith. In terms of the provisions of section 129 of the Companies Act, 2CM3, separate statement containing the salient features of the financial statement of its subsidiaries are attached. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the Shareholders of the Company seeking such information at any point of time and shall also be kept for inspection by any Shareholders in the Corporate Office of the Company as well as at the registered office of such subsidiary companies DEPOSITS The following details of deposits, covered under Chapter V of the act: I. Deposits Accepted during the year -NIL II. Remained unpaid or unclaimed as at the end of the year;: Rs 799.56 lakhs Ml. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- a. At the beginning of the year - Rs. 799.56 Lakhs b. Maximum during the year; - Rs. 799.56 Lakhs c. At the end of the year; - Rs. 799.56 Lakhs DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL There has been no change in the Legal Status of the Company since last year , company -• continues to be under the Official Liquidator consequent to the Stay Order of Hon'ble Supreme Court on 12th June 2013 against the order dated 2nd May 2013 of the Division Bench of Hon'ble High Court of Calcutta directing winding up of the Company. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS Your Company has an adequate system of internal control procedure as commensurate with the size and nature of business, which ensures that all assets are safeguarded and protected against loss and all transactions are recorded and reported correctly. EXTRACT OF ANNUAL RETURN In terms of Section 92(3) of the Companies Act, 2013, the extract of Annual Return in Form No. MGT - 9 of the Company as on 31st March, 2015 is annexed separately forming part of this Report. NUMBER OF BOARD MEETINGS The Board of Directors of the Company duly met 4 (Four) times respectively on 29.05.2014, 09.08.2014, 10.11.2014 and 04.02.2015 during the year under review. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The details of transactions with related parties form part of the notes to the financial statements provided in this Annual Report. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declarations from independent directors as provided under Companies Act, 2013 and relevant Clause of Listing Agreement STATUTORY AUDITORS Mis Gora & Co , Chartered Accountants , Koikata . Auditors of your Company , hold office till the conclusion of 88th Annual General Meeting and being eligible , offer themselves for reappointment .The Company has received a letter from them to the effect that their reappointment , if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act ,2013. There are no qualifications or adverse remarks in the Auditors 3 Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy, Technology Absorption The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the fact that both the factory were non-operational during the period under review.. B. Foreign Exchange Earnings And Outgo There were no foreign exchange earnings and outgo during the year under review PARTICULARS OF EMPLOYEES The provisions of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is not applicable as no employees covered under the said section were employed during the year under review. DETAILS OF DIRECTORS Shri Dipak Das resigned from the Board w.e.f. 27th May, 2015. The Board placed on record its deep appreciation for the valuable service rendered by the above Director during his In accordance with Article 103 of the Articles of Association of the Company and the applicable provisions of the Companies Act, 2013, Shri A. K Agarwal will retire from the Board by rotation at the 88th Annual General Meeting and being eligible, offers himself for re-appointment. EXPLANATIONS OR COMMENTS BY THE BOARD ON RESERVATION MADE BY THE AUDITOR Necessary comments or explanation have been included in the notes forming part of financial statement of this Annual Report. DISCLOSURE AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 Your company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act 2013, your/* directors confirm that: a) in the preparation of the annual accounts for the financial year, ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had 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 as at 31st March, 2015 and of the profit /loss of the Company for that period; c) the directors had 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; d) that proper Internal Control were in place and that the Financials Controls were adequate and were operating effectively. e) 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 CORPORATE GOVERNANCE In terms of the provisions of Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance is set out in a separate section forming part of this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In accordance with Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed in a separate section forming part of this Report. ACKNOWLEDGEMENT Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company. For and on behalf of the Board Director Kolkata Date : 7th August 2015 |