| THE MEMBERS
The Directors have pleasure in presenting the Annual Report and the
Audited Accounts of the Company for the financial year ended 30th June,
2014:
FINANCIAL RESULTS: (Rs. in Lacs)
2013-14 2012-13
Sales & Other Income 972.64 955.80
Profit / (Loss) before Interest,
Depreciation and Tax 514.27 543.86
Less: Interest 114.45 124.85
Depreciation 335.89 335.89
Profit/(Loss) before tax 63.93 83.12
Less: Provision for tax 2.10 5.67
Profit/(Loss) after tax 61.83 77.45
Add/Less: Balance brought forward
from previous year 858.24 1280.78
Profit available for appropriation 920.07 1358.24
APPROPRIATIONS (Rs. in Lacs):
Transfer to General Reserve - 500.00
Balance (Loss) carried to Balance Sheet 920.07 858.24
PERFORMANCE AND FUTURE PROGRAMMES:
During the year under review, total income stood at Rs. 972.64 lacs,
compared to Rs.955.80 lacs in the previous year 2012-13. Total Income
mainly includes Stores and Spare parts, Construction Rights as
Operational Income and Block Usages Charges, Sale of Investments and
Sale of WIP as Other Income. Profit before Interest, Depreciation and
Tax witnessed a marginal fall from Rs. 543.86 lacs, in the previous
financial year 2012-13, to Rs. 514.27 lacs in the financial year under
review. 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.
DIRECTORS:
Mr. C. K. Garodia and Mr. R. C. Jha retire at the conclusion of ensuing
Annual General Meeting and being eligible offer himself for
re-appointment.
Mr. R. C. Jha, Mr. C. K. Garodia and Mr. D. Y. Manawwar are proposed to
be appointed as Independent Directors in accordance with the provisions
of Sections 149 and 152 of the Act read with the rules made thereunder
and the Clause 49 of Listing Agreement with the Stock Exchanges
concerned.
Pursuant to provisions of section 160 of the Companies Act, 2013, Ms.
Ratna Srivastava is proposed to be appointed as Non-executive Director
of the Company at the ensuing Annual General Meeting of the Company.
Brief resume of the Directors proposed to be re-appointed, as
stipulated under clause 49 of the Listing Agreements with the Stock
Exchanges are provided in the Notice forming part of this Annual
Report.
AUDITORS:
The Auditors of the company M/s Vivek Jaiswal & Co., Chartered
Accountants, hold office until the conclusion of the ensuing Annual
General Meeting and are recommended for re-appointment. Certificate
from Auditors has been received to the effect that their appointment,
if made, would be within the limit prescribed under under the
provisions of the Companies Act, 20913.
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.
FIXED DEPOSITS:
During the year under review, the Company has not accepted public
deposits under section 58-A of the Companies Act, 1956.
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, 2014, 14031900 equity shares
representing 83.03% of your Company's Equity Share Capital have been
de-materialised. CONVERSION OF PREFERENCE SHARES INTO EQUITY SHARES:
Pursuant to Special Resolution passed by the Shareholders at their
meeting held on 3rd October 2013, 3,00,000,12% Cumulative Convertible
Preference Shares of Rs.100/- each, issued and alloted in 1998, and
7,00,000, 3% Cumulative Convertible Preference Shares of Rs.100/- each,
issued and allotted in 2004, out of which only 95,000, 12% Cumulative
Convertible Preference Shares of Rs.100/- each and 4,30,000, 3%
Cumulative Convertible Preference Shares of Rs.100/- each of non
promoters be converted into 52,50,000 equity shares of Rs.10/- each as
opted by their holders, as per the in-principle approval of Bombay
Stock Exchange vide letter dated 4th September 2014. ISSUE AND
ALLOTMENT OF EQUITY SHARES TO PREFERENTIAL ISSUE BASIS:
Pursuant to Special Resolution passed by the Shareholders at their
meeting held on 3rd October 2013, 70,00,000 Equity Shares of Rs.10/-
each are proposed to be issued and alloted as per the in-principle
approval of Bombay Stock Exchange dated 4th September 2014.
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 is still suspended and efforts are being put for revocation of
the suspension.
STATUTORY INFORMATION:
- There are no employees covered by the provisions of Section 217(2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975.
- During the year under review, the Company has not carried out any
manufacturing activity. Therefore, there are no particulars to be
disclosed as per the Companies (Disclosures of Particulars in the
Report of the Board of Directors) rules, 1988.
- The company had no foreign exchange earning and outgo during the
year under report.
- Certificate received from the Auditors of the Company regarding
Compliance of conditions of
Corporate Governance, as required under clause 49 VII of the Listing
Agreement, is annexed and forms part of this report.
- As required under 49 IV F of the Listing Agreement, Management
Discussion and Analysis Report is annexed and forms part of this
report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to provisions of section 217 (2AA) of the Companies Act, 1956,
your Directors confirm that:
- in the preparation of the Annual Accounts for the year ended 30th
June, 2014, the applicable accounting standards had been followed,
along with proper explanation relating to material departures;
- The Directors have selected such accounting policies and applied
them consistently and made judgements 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;
- The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of the
Company and for preventing, and detecting fraud and other
irregularities; and
- The Directors have prepared the annual accounts on a going concern
basis.
EMPLOYEE RELATIONS:
During the year under review, the relations between the Management and
the workmen were cordial.
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:
Your 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
Place : Motihari B. K. Nopany
Dated : 14th July, 2015 Chairman
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