moneycontrol.com · 2015. 8. 18. · notice is hereby given that the 31st annual general meeting of...

Registered Office: By Order of the Board of DirectorsVill : Kusumi, P.O. & Dist. NabarangpurOdisha-764059, IndiaCIN : L02001OR1982PLC001101Website : www.mangalamtimber.comEmail : [email protected] No : +91 6858 222148/142/053Fax : +91 6858 222 042

Dated: 9th May, 2015 Namrata PriyaPlace : Kolkata Company Secretary

NOTICETo The Members

NOTICE is hereby given that the 31st Annual General Meeting of Mangalam Timber Products Limited (CIN:L02001OR1982PLC001101) will be held on Friday, the 11th day of September, 2015, at 10.00 A.M. at the RegisteredOffice of the Company at Vill: Kusumi, P.O. & Dist. Nabarangpur, Odisha - 764059 to transact the following business:

Ordinary Business

1. To receive, consider and adopt the audited financial statement of the Company for the financial year ended 31stMarch, 2015 and the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Smt.Vidula Jalan (DIN: 01474162), who retires by rotation at this Annual GeneralMeeting and being eligible has offered herself for re-appointment.

3. To appoint auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass, withor without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT subject to the provisions of Section 139 and other applicable provisions of the Companies Act,2013, and the Rules made thereunder and pursuant to the recommendations of the audit committee of the Boardof Directors, M/s. S.M. Daga & Co, Chartered Accountants (Firm Registration No. 303119E), be and are herebyappointed as Auditors of the Company to hold office from the conclusion of this meeting till the conclusion ofthe next Annual General Meeting of the Company at such remuneration as shall be fixed by the Board of Directorsof the Company”.

Special Business

4. To appoint Smt. Leena Ghosh (DIN: 07099984) as an Independent Director and in this regard to consider and ifthought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions ofCompanies Act, 2013 (the “Act”) and Companies (Appointment & Qualification of Directors) Rules, 2014 (includingany statutory modification(s) and renactment thereof for the time being in force) read with Schedule IV to theAct and Clause 49 of the Listing Agreement, Smt. Leena Ghosh (DIN: 07099984), who was appointed as AdditionalDirector of the Company by the Board of Directors with effect from 12th February, 2015, in terms of Section161(1) of the Act and Article 78 of Articles of Association of the Company and whose term of office expires atthe Annual General Meeting and in respect of whom the Company has received notice in writing from a memberproposing her candidature for the office of Director, be and is hereby appointed as an Independent Director ofthe Company for a term of five consecutive years from the conclusion of the Company’s 31st Annual GeneralMeeting to the conclusion of Company’s 36th Annual General Meeting.”

M A N G A L A M T I M B E RP R O D U C T S L I M I T E DANNUAL REPORT 2014-15

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NOTESNOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THEANNUAL GENERAL MEETING (THE “MEETING”) ISENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE INSTEAD OF HIMSELF AND SUCH PROXY NEEDNOT BE A MEMBER OF THE COMPANY. Theinstrument appointing the proxy should, however,be deposited at the registered office of the Companynot less than forty-eight hours before thecommencement of the Meeting.Proxies submitted on behalf of companies, societies,etc. must be supported by an appropriateresolution/authority, as applicable. A person shallnot act as a Proxy for more than 50 members andholding in the aggregate not more than ten percentof the total voting share capital of the Company.However, a single person may act as a proxy for amember holding more than ten percent of the totalvoting share capital of the Company provided thatsuch person shall not act as a proxy for any otherperson.

2. Explanatory Statement pursuant to Section 102 ofthe Companies Act, 2013, in respect of the SpecialBusiness to be transacted at the Annual GeneralMeeting as set out in the Notice is annexed hereto.

3. The Register of Members and Share Transfer Booksof the Company will remain closed from Saturday,the 5th day of September, 2015 to Friday, the 11thday of September, 2015 (both days inclusive).

4. Members are informed that the scrip’s of theCompany have been activated both in CDSL and NSDLand may be dematerialized under the ISIN No:INE805B01012.

5. Members, who have not so far encashed dividendwarrants for the financial year ended 31st March,2008 and 31st March, 2009 are requested to seekissue of duplicate warrants by writing to theCompany’s Registrar and Transfer Agent, M/s. C. B.Management Services (P) Ltd. Members may notethat pursuant to Sec.124(5) any money, whichremains unpaid or unclaimed for a period of sevenyears from the date of transfer to the unpaid dividendaccount of the Company, should be transferred bythe Company to the Investor Education andProtection Fund (“IEPF”) and no claim should lieagainst the IEPF or the Company thereafter.Pursuant to the provisions of Investor Education andProtection Fund (Uploading of information regardingunpaid and unclaimed amounts lying with companies)Rules, 2012, the Company has uploaded the details

of unpaid and unclaimed amounts lying with theCompany as on 16th August, 2014 (date of last AnnualGeneral Meeting) on the website of the Company(www.mangalamtimber.com).

6. In terms of provisions of Section 72 of the CompaniesAct, 2013, nomination facility is available to individualshareholders. The shareholders who are holdingshares in physical form and are desirous of availingthis facility may kindly write to the Company’s ShareTransfer Agent, M/s. C. B. Management Services (P)Ltd., P-22 Bondel Road, Kolkata-700 019 fornomination form quoting their folio number.Shareholders holding shares in dematerialized formshould write to their Depository Participant for thepurpose.

7. Members who are holding shares in identical orderof names in more than one folio, are requested towrite to the Company‘s Share Transfer Agent at theaddress mentioned hereinabove in Note 6 toconsolidate their holding in one folio.

8. Members who are holding shares in physical formare requested to notify change in address, if any, tothe Company’s Share Transfer Agent at the addressmentioned hereinabove in Note 6 quoting their folionumber. Shareholders holding shares indematerialized form, should intimate change of theiraddress, if any, to the Depository participant.

9. As required by Securities and Exchange Board ofIndia (SEBI) vide its Circular, the shareholders arerequested to furnish a copy of the PAN card to theCompany/Registrar & Share Transfer Agent whilesending the shares held in physical form for transfer,transmission, transposition and deletion of name ofthe deceased shareholder(s).

10. Members may also note that the Notice of the 31stAnnual General Meeting and the Annual Report forthe financial year 2014-15 will also be available onthe Company’s website www.mangalamtimber.comfor their download. The physical copies of theaforesaid documents will also be available at theCompany’s Registered Office for inspection duringnormal business hours on working days. Even afterregistering for e-communication, members areentitled to receive such communication in physicalform, upon making a request for the same, by postfree of cost. For any communication, the shareholdersmay also send requests to the Company Secretaryat the email id: [email protected].


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NOTES (Contd.)

11. Re-appointment of Smt. Vidula Jalan, Director retiringby rotation.Information about the appointee pursuant to Clause49 of the Listing Agreement.Smt Vidula Jalan [DIN:01474162], aged 35 years, isMBA in Strategic Marketing, Leadership and ChangeManagement from the Indian School of Business,Hyderabad. Moreover, she also has an Accountingand Finance degree from The University ofManchester, U.K. She is also managing the affairs ofreputed schools and charitable trusts of the B. K.Birla Group (the “Group”). She joined the board ofMangalam Timber Products Ltd. on 29th June, 2005.She also holds Directorship in Vidula ConsultancyServices Limited and Mangalam Cement Limited. Sheholds 1,03,527 shares of the Company.

12. Voting through electronic meansI. In compliance with provisions of Section 108 of the

Companies Act, 2013, Rule 20 of the Companies(Management and Administration) Rules, 2014 asamended by the Companies (Management andAdministration) Amendment Rules, 2015 and Clause35B of the Listing Agreement, the Company is pleasedto provide members facility to exercise their right tovote on resolutions proposed to be considered atthe 31st Annual General Meeting by electronic meansand the business may be transacted through e-VotingServices. The facility of casting the votes by themembers using an electronic voting system from aplace other than venue of the AGM (“remote e-voting”) will be provided by National SecuritiesDepository Limited (NSDL).

II. The facility for voting through ballot paper shall bemade available at the AGM and the membersattending the meeting who have not cast their voteby remote e-voting shall be able to exercise theirright at the meeting through ballot paper.

III. The members who have cast their vote by remotee-voting prior to the AGM may also attend the AGMbut shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on Tuesday,the 8th day of September, 2015 (9:00am) and endson Thursday, the 10th day of September, 2015(5:00pm). During this period members of theCompany, holding shares either in physical form orin dematerialized form, as on the cut-off date ofFriday, the 4th day of September, 2015, may casttheir vote by remote e-voting. The remote e-voting

module shall be disabled by NSDL for votingthereafter. Once the vote on a resolution is cast bythe member, the member shall not be allowed tochange it subsequently.

V. The process and manner for remote e-voting are asunder:

A. In case a Member receives an email from NSDL [formembers whose email IDs are registered with theCompany/Depository Participants(s)] :(i) Open the email and open the PDF file viz;

“Mangalam Timber Products Limited-remote e-voting.pdf” with your Client ID or Folio No. aspassword. The said PDF file contains your userID and password/PIN for remote e-voting. Pleasenote that the password is an initial password.

(ii) Launch internet browser by typing the followingURL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder –Login(iv) Put user ID and password as initial password/PIN

noted in step (i) above. Click Login.(v) Password change menu appears. Change the

password/PIN with new password of your choicewith minimum 8 digits/characters or combinationthereof. Note new password. It is stronglyrecommended not to share your password withany other person and take utmost care to keepyour password confidential.

(vi) Home page of remote e-voting opens. Click onremote e-voting: Active Voting Cycles.

(vii)Select “EVEN” of “Mangalam Timber ProductsLimited”.

(viii)Now you are ready for remote e-voting as CastVote page opens.

(ix) Cast your vote by selecting appropriate optionand click on “Submit” and also “Confirm” whenprompted.

(x) Upon confirmation, the message “Vote castsuccessfully” will be displayed.

(xi) Once you have voted on the resolution, you willnot be allowed to modify your vote.

(xii)Institutional shareholders (i.e. other thanindividuals, HUF, NRI etc.) are required to sendscanned copy (PDF/JPG Format) of the relevantBoard Resolution/ Authority letter etc. together

NOTES (Contd.)


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NOTES (Contd.)

with attested specimen signature of the dulyauthorized signatory(ies) who are authorized tovote, to the Scrutinizer through e-mail [email protected] with a copy marked [email protected]

B. In case a Member receives physical copy of the Noticeof AGM [for members whose email IDs are notregistered with the Company/DepositoryParticipants(s) or requesting physical copy] :(i) Initial password is provided as below/at the

bottom of the Attendance Slip for the AGMEVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN(ii) Please follow all steps from Sl. No. (ii) to Sl. No.

(xii) above, to cast vote.VI. In case of any queries, you may refer the Frequently

Asked Questions (FAQs) for Members and remotee-voting user manual for Members available at thedownload section of www.evoting.nsdl.com or callon toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remotee-voting then you can use your existing user ID andpassword/PIN for casting your vote.

VIII. You can also update your mobile number and e-mailid in the user profile details of the folio which maybe used for sending future communication(s).

IX. The voting rights of members shall be in proportionto their shares of the paid up equity share capital ofthe Company as on the cut-off date of Friday, the4th day of September, 2015.

X. Any person, who acquires shares of the Companyand becomes member of the Company afterdespatch of the AGM notice and holding shares ason the cut-off date i.e. Friday, the 4th day ofSeptember, 2015 may obtain the login ID andpassword by sending a request at [email protected] [email protected], if you are already registered with NSDL forremote e-voting then you can use your existing userID and password for casting your vote. If you forgotyour password, you can reset your password by using“Forgot User Details/Password” option available on

www.evoting.nsdl.com or contact NSDL at thefollowing toll free no.: 1800-222-990.

XI. A person, whose name is recorded in the register ofmembers or in the register of beneficial ownersmaintained by the depositories as on the cut-offdate only shall be entitled to avail the facility ofremote e-voting as well as voting at the AGM throughballot paper.

XII. The Company has appointed Shri Navin Kumar Sureka(Membership No.062777), Practicing CharteredAccountant as the Scrutinizer for providing facilityto the members of the Company to scrutinize thevoting and remote e-voting process in a fair andtransparent manner.

XIII. The Chairman shall, at the AGM, at the end ofdiscussion on the resolutions on which voting is tobe held, allow voting with the assistance ofscrutinizer, by use of Ballot paper for all thosemembers who are present at the AGM but have notcast their votes by availing the remote e-votingfacility.

XIV. The Scrutinizer shall after the conclusion of votingat the general meeting, will first count the votes castat the meeting and thereafter unblock the votes castthrough remote e-voting in the presence of at leasttwo witnesses not in the employment of theCompany and shall make, not later than three daysof the conclusion of the AGM, a consolidatedscrutinizer’s report of the total votes cast in favouror against, if any, to the Chairman or a personauthorized by him in writing, who shall countersignthe same and declare the result of the votingforthwith.

XV. The Results declared along with the report of theScrutinizer shall be placed on the website of theCompany www.mangalamtimber.com and on thewebsite of NSDL immediately after the declarationof result by the Chairman or a person authorized byhim in writing. The results shall also be immediatelyforwarded to the BSE Limited and National StockExchange of India Limited.

NOTES (Contd.)


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Registered Office: By Order of the Board of DirectorsVill : Kusumi, P.O. & Dist. NabarangpurOdisha-764059, IndiaCIN : L02001OR1982PLC001101Website : www.mangalamtimber.comEmail : [email protected] No : +91 6858 222148/142/053Fax : +91 6858 222 042

Dated: 9th May, 2015 Namrata PriyaPlace : Kolkata Company Secretary

ANNEXURE TO THE NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“the Act”)

ITEM NO. 4The Board of Directors at their meeting held on 12thFebruary, 2015, on the recommendation of Nomination& Remuneration Committee, appointed Smt. Leena Ghoshas an Additional Director under Section 161(1) ofCompanies Act, 2013 and Article 78 of Articles ofAssociation of the Company and as an Independent, Non-Executive Director pursuant to Section 149 of theCompanies Act, 2013 and Clause 49 of the ListingAgreement with the Stock Exchanges. The term of officeof Smt. Leena Ghosh expires at this Annual GeneralMeeting. It is proposed to appoint Smt. Leena Ghosh, asIndependent Director of the company for a period of 5(Five) consecutive years from the conclusion of theCompany’s 31st Annual General Meeting to the conclusionof Company’s 36th Annual General Meeting. The Companyhas received notice in writing under Section 160 of theCompanies Act, 2013 from a member along with therequisite deposit proposing the candidature of Smt. LeenaGhosh for the office of Director of the Company. Smt.Leena Ghosh is also a member of Audit Committee,Nomination & Remuneration Committee, Share TransferCommittee and Stakeholders’ Relationship Committee ofthe Company.Smt. Leena Ghosh is a Fellow member of the Institute ofChartered Accountants in England and Wales and theInstitute of Chartered Accountants of India. She holds aBachelor’s degree (Honours) in Economics from Universityof Durham, UK. Presently, she is an associate of DattaGupta & Associates, Chartered Accountants and BusinessDevelopment Advisor. She was the Vice President (InternalAudit and Process) in SREI Infrastructure Finance Limitedand Senior Audit Manager at Deloitte Haskins and Sells,

Kolkata. She is an Independent Director in SimplexInfrastructure Ltd.Keeping in view her vast expertise and knowledge, it willbe in the interest of the Company that Smt. Leena Ghoshis appointed as an Independent Director of the Company.Accordingly, the Board recommends the resolution inrelation to appointment of Smt. Leena Ghosh asIndependent Director for a period of 5 (Five) consecutiveyears from the conclusion of the Company’s 31st AnnualGeneral Meeting to the conclusion of Company’s 36thAnnual General Meeting.In the opinion of the Board, Smt. Leena Ghosh fulfills theconditions specified in the Companies Act, 2013 and theRules made thereunder for her appointment as anIndependent Director of the Company and is independentof the management. A copy of letter of appointment ofSmt. Leena Ghosh setting out the terms and conditionsof her appointment shall be open for inspection at theRegistered Office of the Company without any fee by anymember of the Company between 11 A.M. to 1 P.M. onany working day excluding Saturday and Sunday prior tothe date of the Meeting and will also be available forinspection during the Meeting.Smt. Leena Ghosh has given a declaration that she meetsthe criteria of Independence as provided in Section 149(6)of the Companies Act, 2013 and does not hold, by herselfor for any other person on a beneficial basis, any sharesof the Company.Other than Smt. Leena Ghosh, being an appointee, noneof the Directors, Key Managerial Personnel or their relativesare concerned or interested in the proposed OrdinaryResolution as set out in Item No. 4.


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Dear Members,Your Directors are pleased to present the 31st Annual Report of the Company and the Audited Accounts for the financialyear ended 31st March, 2015.

DIVIDENDIn view of losses, the Board of Directors has not recommended any dividend for the financial year 2014-2015.

OPERATIONAL PERFORMANCEPerformance of the Company was deeply impacted dueto lower production, primarily because of acute powersupply restriction and disturbance in power supply dueto various reasons by Southern Electricity Supply Companyof Odisha Limited (SOUTHCO) and considerable increasein raw material prices, power & fuel and transportationcosts. In order to mitigate the shortage of power theCompany has taken steps to have its own captivegeneration of power. This will not only enable the Companyto achieve higher production but would also result inreduction of its cost of production.During the year, production got reduced to 12106 MT ascompared to 16615 MT in the previous year.Gross sales for the year have reduced to Rs. 4391.23 Lacsas compared to Rs. 6268.64 Lacs in the previous year.Loss for the year stands to Rs. 1007.53 Lacs as againstRs. 761.69 Lacs in the previous year.The Company is continuing its efforts to achieve betterresults in the years to come on all fronts like reduction ofoperational cost(s); strategic marketing positioning ofbrand and product etc.

RAW MATERIALRaw material costs especially firewood and resins haveincreased substantially and have affected profitabilityduring the year. Other raw materials also have shown anupward trend in prices.PLANTATIONAvailability of firewood in nearby areas has become difficultbut necessary efforts are being made continuously todevelop long term supply. Your Company is continuing itspolicy on plantation activities to help supply quality rawmaterial to factory with least cost on a continual &sustainable basis. Some important efforts undertakenduring the year are mentioned below:Mist Chamber and Nursery: Company is strategicallyincreasing the focus on Nursery operation to ensureconsistent & quality supply of high yielding clonal plantsto the farmers at affordable price and to increase thecatchment areas of Company for wood. Productioncapacity of the nursery is 3.00 million clonal plants.During 2014-15 we have already provided 1.39 millionclonal plants collectively to farmers of Jeypore & Koraputforest Divisions and other local farmers near the Plantfrom our nursery.

FINANCIAL RESULTSThe Company’s financial performance for the year ended 31st March, 2015 is summarized below :

DIRECTOR’S REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

(Rs. in lacs)

Net Sales / Income from operations 3,958.30 5,595.15Operating Profit/(Loss) before Interest, (1,057.18) (590.75)Finance Charges, Depreciation and TaxLess: Interest and Finance Charges 358.36 280.48Profit/(Loss) before Depreciation and Tax (1,415.54) (871.23)Less: Depreciation 161.27 184.55Profit/(Loss) before Tax (1,576.81) (1,055.78)Less : Deferred Tax Charge/(Credit) (Net) (569.28) (294.09)Net Profit/(Loss) after Tax (1,007.53) (761.69)Profit/(Loss) brought forward from previous year (1,596.43) (834.74)Balance carried forward to next year (2,603.96) (1,596.43)

For the Year ended31st March, 2015

For the Year ended31st March, 2014Particulars


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Farm Forestry Planting: Odisha forest department has invitedthe wood based industry to participate in a farm forestryscheme wherein industry will supply good quality clonalplanting material to small and marginal farmers with woodbuyback arrangement. The scheme provides scope for thefarmer to achieve higher returns from his/her land. Duringthe year we have entered into a new TRIPARTITE AGREEMENTbetween Company, Bank and farmers on buy back basis. Bythis scheme we are supplying 3.09 million clonal plants tofarmers of Jeypore and Koraput forest Divisions. The schemeprovides scope for industry to procure good quality rawmaterial and increase the availability of wood nearNabarangpur catchments area as it encourages the smallfarmer to plant his small piece of land for wood.In continuation to this scheme, this year we haveimplemented BIPARTITE AGREEMENT between the Companyand farmers on buy back basis. By this scheme we aresupplying 0.1 million clonal plants to farmers.Lease Area Replanting: We are gradually increasing the areaunder plantation and by 2015-16 entire lease area will havehigh yielding clonal plants, which would supply approx. 15%to 20% annual requirement of our plant from 2016 onwards.Private Wood Supply: Presently approx. 10% of our woodrequirement comes from farm forestry and lease plantations.In future we can fulfill up to 15%-20% of the Company woodrequirement from our lease land and balance requirementfrom private suppliers. All efforts are being made to increasethe captive wood supply. However, efficient vendordevelopment is essential for long-term consistent supply ofquality wood.INDUSTRY SCENARIOWith Plywood & laminar wood products becoming expensivethere has been a significant change in the customerpreferences in the interior decor of the modern-day dwelling& work place which sees the increased use of prelaminatedpanels in space saving – functional furniture. Today MDFmeets the customer preference in its uniqueness, application& flexible in design aspect, yet are affordable. With naturalsolid wood & its transitional products like plywood requiringconventional carpentry becoming more expensive to owndue to the ever increasing hardwood cost coupled with thehigh manual conversion cost, manufacturers are shifting tomachined furniture/interior solutions that are easy tofabricate & quick to install yet cost significantly less. Thislends a flexibility in scope of expansion & renovation at afaster pace opening up facilities to the Indian masses inshorter spans. Rather modular panel have been creditedwith short interior turnaround time & that is the primereason why it is a world-wide trend.Moreover, imports from China, Indonesia, Vietnam, Malaysiaand even Bangladesh is biggest challenge to the Industry.Few of the Companies of this industry, including us,collectively took an initiative and plea for imposition of anti-dumping duty on MDF imports. The positive outcome isexpected in short period.

MARKETING & SALESThe Company with an established pan – Indian presencesince the mid-80s has a dedicated channel network nationally.There has been a strategic focused approach to concentrate/commit maximum marketing efforts & resources to marketsthat are closest to the plant especially the Southern & CentralIndia. Today Duratuff is a name to recon in the Southernmarkets of India with a top of the line brand positioning.The marketing strategies are backed by a dedicated &motivated marketing team. Team Leaders are highlyexperienced with work experience of 25 years & more in thetrade of MDF making them the pioneers in the marketing ofMDF in India. Such rich experience in the trade ensures easein market penetration.The brand’s presence in the Indian market place over thepast three decades has created a market strong hold despiteother new domestic competitors & the ever present threatof imports.OPPORTUNITIESMDF today is a product that has been accepted by the Indianmarket since its inception in the mid-80s. Today there aredealer counters totally dedicated to MDF which was unheardof 5 years ago. The customers are ready to try out MDF innewer applications where in multi-level mezzanine storagesolution is a key application where Duratuff MDF hasestablished monopoly with its ultra-high thickness MDF. Ourultra-high thickness MDF ranges are unique in the industryas there are no other manufacturers in the Country & neitherare there any imports of the same. With increased impetuson Economic Growth the pressures on Infrastructural demandof alternative panels like MDF in the housing & the furnituresectors besides the rapid growth in the IT Sector the demandis set for an exponential growth in demand.Today domestic & work place interiors have gone through asea change where in the conventional fabricate & installgestation period have been halved with demands for quickerturnaround time becoming the contentious issue in everyproject site. This has spawned a plethora of machined woodenfurniture converters (OEMs) who work on slim time line &on a shoe string budget. These are the prime customers ofMDF as it is easy to work on a pre-finished ready to usepanel.TRANSFER TO RESERVESIn view of the losses incurred by the Company this year, noamount has been transferred to the General Reserve.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGOAs required under Section 134(3) (m) of the Companies Act,2013, read with the Companies (Accounts) Rules, 2014, theinformation relating to Conservation of Energy, TechnologyAbsorption, Foreign Exchange earnings and outgo is set outin the statement at Annex-2 hereto and forms part of thisReport.


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PUBLIC DEPOSITThe Company has neither invited nor accepted any publicdeposits, within the meaning of section 2(32) and 74 of theCompanies Act, 2013, during the year under review and assuch, no amount on account of principal or interest ondeposits was outstanding as on Balance Sheet date.SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIESThe Company does not have any subsidiary/associate/jointventure company for the year ended 31st March, 2015.VIGIL MECHANISMThe Company has formulated a Whistle Blower Policy forvigil mechanism. The said policy has been formulated keepingin view of the amendments in the Companies Act, 2013 andClause 49 of the Listing Agreement. The mechanism underthe policy has been appropriately communicated within theorganization. The said policy may be referred to, at theCompany's off i c ia l webs i te at the webl ink ,http://www.mangalamtimber.com/images/Whistle-Blower-Policy.pdfINTERNAL CONTROL SYSTEMSYour Company has an adequate system of internal controlprocedures which is commensurate with the size and natureof business. Detailed procedural manuals are in place toensure that all the assets are safeguarded, protected againstloss and all transactions are authorized, recorded and reportedcorrectly. The internal control systems of the Company aremonitored and evaluated by internal auditors and their auditreports are periodically reviewed by the Audit Committeeof the Board of Directors. The observations and commentsof the Audit Committee are placed before the Board.LISTING WITH STOCK EXCHANGESYour company is listed with BSE Limited and National StockExchange of India Limited and the Company has paid thelisting fees to each of the Exchanges.AUDIT COMMITTEEThe composition and terms of reference of the AuditCommittee has been furnished under Clause I(3) in theCorporate Governance Report forming a part of this AnnualReport. There has been no instance where the Board hasnot accepted the recommendations of the Audit Committee.CORPORATE GOVERNANCEYour Company attaches considerable significance to goodCorporate Governance as an important step towards buildinginvestor confidence, improving investors' protection andmaximizing long-term shareholders value. The Report onCorporate Governance as stipulated under Clause 49 of theListing Agreement forms part of the Annual Report. Thecertificate of the Auditors, M/s S M Daga & Co., confirmingcompliance of conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement of theStock Exchanges is annexed to the Annual Report.

EXTRACT OF THE ANNUAL RETURNThe Extract of Annual Return as required under Section134(3)(a) of the Companies Act, 2013 is set out at Annex-1which forms part of this report.REMUNERATION POLICYA Nomination and Remuneration Policy has been formulatedpursuant to the provisions of Section 178 and other applicableprovisions of the Companies Act, 2013 and Rules theretostating therein the Company’s policy on Directors'appointment and remuneration by the Nomination andRemuneration Committee and approved by the Board ofDirectors.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTSThe Company has not given any loan, guarantees or madeany investments as prescribed in Section 186 of theCompanies Act, 2013.CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESA Related Party Transaction Policy as approved by the Boardis uploaded on the Company’s website at the weblink,http://www.mangalamtimber.com/images/Related-Party-Transaction-Policy.pdfAll the related party transactions are entered into at arm’slength in ordinary course of business and are in compliancewith the applicable provision of the Act and the ListingAgreement. There are no material significant related partytransactions made by the Company with the Promoters,Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company.Your Directors draw attention of the members to Note 2.26(6) to the financial statement which sets out related partydisclosures.DIRECTORS AND KEY MANAGERIAL PERSONNELShri Shiv Kumar Parik, who had been on the Board of theCompany since 6th June, 1996 has tendered his resignationwith effect from 12th February, 2015 due to personal reasons.Your Directors place on record their sincere appreciation ofthe valuable contribution made by him to the company.Pursuant to the resignation of Shri Shiv Kumar Parik, theBoard of Directors have appointed Smt. Leena Ghosh as anAdditional Director of the Company with effect from 12thFebruary, 2015. Smt. Leena Ghosh holds office as AdditionalDirector until the ensuing Annual General Meeting, and iseligible for appointment as Director as provided under Article94(1) of the Articles of Association of the Company.Pursuant to the provisions of Sections 149, 150, 152 readwith Schedule IV and all other applicable provisions of theCompanies Act, 2013 and the Companies (Appointment andQualification of Directors) Rules, 2014 and Clause 49 of theListing Agreement, it is proposed to appoint Smt. LeenaGhosh as Independent Director of the Company for theperiod of 5 (Five) consecutive years from the conclusion ofthe Company’s 31st Annual General Meeting to the conclusionof Company’s 36th Annual General Meeting.


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A brief profile of Smt. Leena Ghosh has been given in theNotice convening the Annual General Meeting.In accordance with the Articles of Association of the Companyand the provisions of the Companies Act, 2013, Smt. VidulaJalan, being non-independent director, retires by rotationand being eligible, seeks re-appointment.During the year, Shri Amit Kumar Agarwal has been appointedas the Chief Financial Officer of the Company and Shri TaraChand Sharma as the Manager of the Company with effectfrom 14th May, 2014. Further, Miss Namrata Priya is theCompany Secretary.

BOARD MEETINGSThe details of the Board Meetings held during the FinancialYear 2014-15 have been furnished under Clause I (2)(D) inthe Corporate Governance Report forming a part of thisAnnual Report.DECLARATION BY INDEPENDENT DIRECTORSThe Company has received declaration from all theIndependent Directors of the Company confirming that theymeet the criteria of the independence prescribed under subsection (6) of section 149 of the Companies Act, 2013.

REMUNERATION TO DIRECTORS & KEY MANAGERIAL PERSONNEL(i) The Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the

year ended 31st March, 2015 are :-

(ii) In the financial year 2014-15, there was an increase of9.31% in the median remuneration of employees.

(iii) There were 245 permanent employees on the rolls ofCompany as on 31st March, 2015.

(iv) In view of the losses, no increment was given to employeesof the Company (other than workers, whose remunerationwere revised in terms of agreement with trade union).

(v) Comparison of the remuneration of the Key managerialPersonnel against the performance of the Company:The total remuneration of Key Managerial Personnel hasdeclined by 21.69 Lacs from Rs 32.45 Lacs in 2013-14 to Rs10.76 Lacs in 2014-15.

(vi) (a) Variations in the market Capitalization of the Company:The market capitalization as on 31st March, 2015 was

Rs 1649.47 Lacs (Rs. 1686.12 Lacs as on 31st March,2014)

(b) Price Earnings Ratio of the Company was (-) 1.64 as at31st March, 2015 and was (-)2.21 as at 31st March,2014.

(c) Percent increase over / decrease in the marketquotations of the shares of the company as comparedto the rate at which the company came out with thelast public offer in the year: The company has not madeany public issue or rights issue of securities in therecent past, so comparison have not been made ofcurrent share price with public offer price. TheCompany’s shares are listed on BSE Limited and NationalStock Exchange of India Limited.

Median remuneration of the Employees of the Company assumed to be Rs. 2.21 Lacs

Sl Name of Directors and Key Designation Ratio of remuneration Percentage increaseNo. Managerial Personnel to median remuneration in the remuneration

of the Employee of for the Financialthe Company Year 2014-15

1 Shri N. G. Khaitan Independent and Non 29% NilExecutive Director

2 Shri S. K. Parik Independent and Non 33% NilExecutive Director

3 Shri Prabir Chakravarti Independent and Non 32% NilExecutive Director

4 Shri Anand Daga Independent and Non 34% NilExecutive Director

5 Smt. Vidula Jalan Promoter Non- 25% NilExecutive Director

6 Smt. Leena Ghosh Independent and Non Nil NAExecutive Director

7 Shri Amit Kumar Agarwal Chief Financial NA NAOfficer

8 Shri Tara Chand Sharma Manager of NA NAthe Company

9 Miss Namrata Priya Company Secretary NA Nil


9

(vii) Considering the performance of the Company noincrement was made to the salaries of the employees(excluding workers) in the last financial year i.e. 2014-15 whereas Managerial Personnel remuneration weredeclined by 66.84%.

(viii)Key Parameters for any variable component ofremuneration availed by the Directors are based ontheir contribution at the Board, time spent onoperational matters and other responsibilitiesassigned:All directors of the Company are non-executivedirectors hence no remunerations were paid/ payableto them other than sitting fees.

(ix) The ratio of the remuneration of the highest paidDirector to that of the employees who are notdirectors but receive remuneration in excess of thehighest paid director during the year 2014-15 : Nil(All directors of the Company are non-executivedirectors hence no remunerations were paid/ payableto them other than sitting fees).

(x) It is hereby affirmed that the remuneration paid isas per the Remuneration Policy of the Company.

DIRECTORS' RESPONSIBILITY STATEMENTPursuant to the provisions of Section 134(5) of the Act,the Directors state that:a) in the preparation of the annual accounts, the

applicable accounting standards have been followedand proper explanations provided relating to materialdepartures, if any;

b) such accounting policies have been selected andapplied consistently and judgments and estimatesmade that are reasonable and prudent so as to givea true and fair view of the state of affairs of theCompany at the end of the financial year and of theloss of the Company for that period;

c) proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the CompaniesAct, 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;

d) the annual accounts have been prepared on a goingconcern basis;

e) internal financial controls were followed by theCompany and they are adequate and are operatingeffectively; and

f) proper systems have been devised to ensurecompliance with the provisions of all applicable lawsand such systems are adequate and operatingeffectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OF THE COMPANYThere have been no material changes and commitments,if any, affecting the financial position of the Companywhich have occurred between the end of the financialyear of the Company to which the financial statementsrelate and the date of the report.PERFORMANCE EVALUATIONPursuant to Clause 49 of the Listing Agreement read withprovision of the Companies Act, 2013, the Board hascarried out an evaluation of its own performance and thatof the individual Directors. The evaluation criteria, inter-alia, covered various aspects of the Board’s functioningincluding its composition, execution and performance ofspecific duties, obligations and governance.The performance of individual directors was evaluatedon parameters such as level of engagement andcontribution, independence of judgement, safeguardingthe interest of the Company and its minority shareholders,time devoted, etc. The Directors expressed theirsatisfaction with the evaluation process.STATUTORY AUDITORSThe Statutory Auditors, M/s S M Daga & Co, CharteredAccountants, hold office up to the ensuing Annual GeneralMeeting and being eligible, offer themselves forreappointment. The Board recommends their re-appointment for the ensuing year. The Company hasreceived letter from them to the effect that theirappointment, if made, would be within the prescribedlimits under Section 141(3)(g) of the Companies Act, 2013and that they are not disqualified from appointment.SECRETARIAL AUDITORPursuant to Section 204 of the Companies Act, 2013 readwith Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, Company hadappointed Shri S M Gupta, Practicing Company Secretary,Kolkata as Secretarial Auditor of the Company for the Year2014-15. In accordance with the section 204 of the Actthey have submitted their report in prescribed formatand the same has been attached at Annex-3.RISKS & MITIGATING STEPSThe Company has identified various risks faced by theCompany from different areas. As required under Clause49 of the Listing Agreement, the Board has adopted a riskmanagement policy whereby a proper framework is setup. Appropriate structures are present so that risks areinherently monitored and controlled. A combination ofpolicies and procedures attempts to counter risk as andwhen they evolve. The Company has also formed a RiskManagement Committee which monitors the various


10

functions and regions to establish any risk existing in theoperational functions of the Company. The constitutionand terms of reference are set out in details in theCorporate Governance Report.The risks and its mitigating factors are discussed by theCommittee and subsequently placed before the Board fortheir opinion and advice.DEMATERIALIZATION OF THE SHARES OF THE COMPANYTrading in shares of the Company has been compulsorilyin dematerialized mode by all investors as per directivesgiven by SEBI. Accordingly, the equity shares of theCompany are available for dematerialization under ISININE 805B01012 with CDSL and NSDL.AUDITORS’ REPORTAuditors’ Report to the shareholders does not containany qualification, reservation, or adverse remarks and areself-explanatory.CASH FLOW ANALYSISIn conformity with the provisions of Clause 32 of theListing Agreement, Cash Flow Statement for the financialyear ended 31st March, 2015 is annexed hereto.FINANCEYour Company thanks its consortium bankers for theircontinued support.CARBON CREDITOur Clean Development Mechanism (CDM) project activity“Reforestation of degraded land by MTPL in India (5016)”has 1764076 tCERs from UNFCCC to its credit. These unitswill be available to the Company on completion of certainlaid formalities.

HUMAN RESOURCESThe Company recognizes that its people are its corestrength and its biggest performance catalyst. TheCompany has always nurtured a favourable workenvironment that encourages continuous learning andinnovation. The Company has created a work culturewhich strives to attract the best talent and provide aconducive environment for their personal and professionalgrowth.PARTICULARS OF REMUNERATIONThe Company has no employee in respect of whominformation under Section 197(12) of the Companies Act,2013 and Rule 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, isrequired to be annexed.CORPORATE SOCIAL RESPONSIBILITYDriven by the desire to create a meaningful difference insociety, the company makes conscious efforts to achievehigher socio-economic goals. It has continued with itswelfare activities for development in the fields ofeducation, health, culture and other welfare measuresand to improve the general standard of living.ACKNOWLEDGEMENTYour Directors take this opportunity to place on recordtheir deep appreciation for the whole-hearted and sincereco-operation the Company has received from the statutoryauthorities, banks, shareholders and customers.Your Directors also wish to thank all their employees fortheir dedicated and committed service to the Company.

Dated : 9th May, 2015Place : Kolkata

N G KhaitanPrabir ChakravartiAnand DagaVidula Jalan

Directors


11

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2015[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]I. REGISTRATION AND OTHER DETAILS:

1. CIN L02001OR1982PLC0011012. Registration Date 27th August,19823. Name of the Company Mangalam Timber Products Ltd.4. Category/Sub-Category of the Company Public Company limited by shares5. Address of the Registered Office Vill: Kusumi, P.O. & Dist. Nabarangpur, Odisha – 764059

and contact details Tel: +91 -6858 222148/142/053Email: [email protected]

6. Whether listed company Yes / No Yes7. Name, Address and Contact details of C B Management Services Pvt. Ltd.

Registrar and Transfer Agent, if any P-22 Bondel Road, Kolkata- 700 019Tel: +91 -2280 6692-94/40116700E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main NIC Code of the Product % to total turnover of theproducts / services / service company

1 MEDIUM DENSITY FIBREBOARD 16212 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - NOT APPLICABLEIV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(i) Category-wise Share Holding

Demat Physical Total % of Total Demat Physical Total % of TotalShares Shares

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Changeduring theyear

A. Promoters &Promoter group(1) Indiana. Individual/HUF 121027 NIL 121027 0.66 121027 NIL 121027 0.66 NILb. Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NILc. State Govt (s) NIL NIL NIL NIL NIL NIL NIL NIL NILd. Bodies Corp. 8131894 NIL 8131894 44.38 8334048 NIL 8334048 45.48 1.10e. Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NILf. Any Other….(f-i) Educational Society 20000 NIL 20000 0.10 20000 NIL 20000 0.10 NILSub-total (A) (1):- 8272921 NIL 8272921 45.14 8475075 NIL 8475075 46.24 1.10

Annexure-1


12

Demat Physical Total % of Total Demat Physical Total % of TotalShares Shares

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Changeduring theyear

(2) Foreigna) NRIs - Individuals NIL NIL NIL NIL NIL NIL NIL NIL NILb) Other – Individuals NIL NIL NIL NIL NIL NIL NIL NIL NILc) Bodies Corp. 450000 NIL 450000 2.45 450000 NIL 450000 2.45 NILd) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NILe) Any Other…. NIL NIL NIL NIL NIL NIL NIL NIL NILSub-total (A) (2):- 450000 NIL 450000 2.45 450000 NIL 450000 2.45 NILTotal shareholding ofPromoter (A) = (A)(1)+(A)(2) 8722921 NIL 8722921 47.59 8925075 NIL 8925075 48.69 1.10B. Public Shareholding1. Institutionsa) Mutual Funds NIL 23000 23000 0.12 NIL 22900 22900 0.12 NILb) Banks / FI 300 600 900 0.00 300 600 900 0.00 NILc) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NILd) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NILe) Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NILf) Insurance Companies NIL NIL NIL NIL NIL NIL NIL NIL NILg) FIIs NIL 2100 2100 0.02 NIL 2100 2100 0.02 NILh) Foreign Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NILi) Others (specify)Qualified Foreign Investor NIL NIL NIL NIL NIL NIL NIL NIL NILSub-total (B)(1):- 300 25700 26000 0.14 300 25600 25900 0.14 NIL2. Non-Institutionsa) Bodies Corp.i) Indian 2667021 52720 2719741 14.84 2432937 52720 2485657 13.56 -1.27ii) Overseas NIL NIL NIL NIL NIL NIL NIL NIL NILb) Individualsi) Individual shareholdersholding nominal sharecapital upto Rs. 1 lakh 3703949 1764370 5468319 29.84 3632167 1731883 5364050 29.27 -0.56ii) Individual shareholders holdingnominal share capital inexcess of Rs 1 lakh 954455 18000 972455 5.31 1117792 18000 1135792 6.20 0.89c) Othersi) Foreign National NIL NIL NIL NIL NIL NIL NIL NIL NILii) Non Resident Individuals 120810 282215 403025 2.20 97710 276835 374545 2.04 -0.15iii) Clearing Members 14939 NIL 14939 0.08 16381 NIL 16381 0.09 NILSub-total (B)(2):- 7461174 2117305 9578479 52.27 7296987 2079438 9376425 51.16 -1.10Total Public Shareholding(B)=(B)(1)+(B)(2) 7461474 2143005 9604479 52.41 7297287 210503 9402325 51.30 -1.10C. Shares held byCustodian for GDRs & ADRs NIL NIL NIL NIL NIL NIL NIL NIL NILGrand Total (A+B+C) 16184395 2143005 18327400 100% 16222362 2105038 18327400 100% NIL


13


14

(ii) Shareholding of Promoters

Sl.No.

1 Kesoram Industries Ltd. 2528462 13.796 - 2528462 13.796 - -2 Century Textiles and Industries Ltd. 2560000 13.968 - 2762154 15.071 - 1.1033 Mangalam Cement Ltd. 650000 3.547 - 650000 3.547 - -4 Devi Investment & Development Inc 450000 2.455 - 450000 2.455 - -5 Kumar Mangalam Birla 3500 0.019 - 3500 0.019 - -6 Vidula Jalan 103527 0.565 - 103527 0.565 - -7 Jayashree Mohta 3500 0.019 - 3500 0.019 - -8 Prakash Educational Society 20000 0.109 - 20000 0.109 - -9 Sarala Devi Birla 3500 0.019 - 3500 0.019 - -10 Basant Kumar Birla 7000 0.038 - 7000 0.038 - -11 Padmavati Investment Ltd. 1094999 5.975 - 1094999 5.975 - -12 Manav investment & Trading Company Ltd. 228500 1.247 - 228500 1.247 - -13 Aditya Marketing & Manufacturing Ltd. 1069933 5.838 - 1069933 5.838 - -

Total 8722921 47.595 - 8925075 48.698 - 1.103

Shareholders Name Shareholding at the beginningof the year

(As on 01-04-2014)

Shareholding at the endof the year

(As on 31-03-2015)No. ofShares

% of totalShares of

thecompany

% of SharesPledged

/encumberedto total shares

No. ofShares

% of totalShares of

thecompany

% of SharesPledged

/encumberedto total shares

% change inshareholding

duringthe year

(iii) Change in Promoters’ Shareholding

Sl.No.

8722921 47.595 1-Apr-201431-Mar-2015 202154 Purchase 8925075 48.698

8925075 48.698 31-Mar-2015 8925075 48.698

Shareholding

No. of Shares atthe beginning

(01-04-14)/end ofthe year

(31-03-15)

% of totalShares of the

company

Date Increase/Decrease in

shareholding

Reason Cumulative Shareholdingduring the year

(01-04-14 to 31-03-15)No. of Shares % of total

Shares of thecompany

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No.

Name Shareholding Date Increase/Decrease in

shareholding

Reason CumulativeShareholding during the year

(01-04-14 to 31-03-15)No. ofSharesat the

beginning (01-04-14)

/end ofthe year

(31-03-15)

% of totalShares of

theCompany

No. of Shares % of totalshares of the

company

1 BikewinTrading Pvt. Ltd

520000

520000

2.84

2.84

01-Apr-2014

31-Mar-2015

0 Nil movementduring the year

520000 2.84


15

Sl.No.


shareholding




/end ofthe year

(31-03-15)

% of totalShares of

theCompany


company

2 Kajal Synthetics &Silk Mills Ltd.

352838

352838

1.93

1.93

01-Apr-2014

31-Mar-2015


352838 1.93

3 J R Laddha FinancialServices Pvt. Ltd

305000

305000

1.66

1.66

01-Apr-2014

31-Mar-2015


305000 1.66

4 Payel Nivesh andViniyog Pvt. Ltd

188022

188022

1.03

1.03

01-Apr-2014

31-Mar-2015


188022 1.03

5 Carwin Trading Pvt.Ltd.

150000

150000

0.82

0.82

01-Apr-2014

31-Mar-2015


150000 0.82

6 Sanghai Commercial& Credits Pvt. Ltd.

124875

124875

0.68

0.68

01-Apr-2014

31-Mar-2015


124875 0.68

7 Rishra InvestmentsLtd

110770

112400

0.60

0.61

0.61

01-Apr-201404-Apr-201411-Apr-201431-Mar-2015

1000630

PurchasePurchase

111770112400112400

0.610.610.61

8 Maya Trade Links Ltd. 106628

106628

0.58

0.58

01-Apr-2014

31-Mar-2015


106628 0.58

9 Rose woodCommonsales Pvt. Ltd.

70000

70000

0.38

0.38

01-Apr-2014

31-Mar-2015


70000 0.38

10 New MilleniumTechnologyManagement Ltd.

65503

0

0.38

0

01-Apr-2014

28-Nov-2014

31-Mar-2015

1250

-66753

Purchase

Sale

66753

0

0.36

0

(v) Shareholding of Directors and Key Managerial Personnel:

Shri N.G.Khaitan,Non ExecutiveIndependentDirector

Sl.No.


shareholding




/end ofthe year

(31-03-15)

% of totalShares of

theCompany


company

1 Nil

Nil

0

0

01-Apr-2014

31-Mar-2015


Nil 0


16

Sl.No.


shareholding




/end ofthe year

(31-03-15)

% of totalShares of

theCompany


company

Shri PrabirChakravarti,Non ExecutiveIndependent Director

2 Nil

Nil

0

0

01-Apr-2014

31-Mar-2015


Nil 0

Shri S. K. Parik,Non ExecutiveIndependent Director(Ceased as Directoras on 12-Feb-2015)

3 Nil

Nil

0

0

01-Apr-2014

12-Feb-2015


Nil 0

Shri Anand Daga,Non ExecutiveIndependent Director

4 Nil

Nil

0

0

01-Apr-2014

31-Mar-2015


Nil 0

Smt. Vidula Jalan,Non ExecutiveIndependent Director

5 103527

103527

0.56

0.56

01-Apr-2014

31-Mar-2015


103527 0.56

Smt. Leena Ghosh,Non ExecutiveIndependent Director(Appointed as aDirector as on12-Feb-2015)

6 0

0

12-Feb-2015

31-Mar-2015


Nil 0

Shri Amit KumarAgarwal,Chief Financial Officer(Appointed as ChiefFinancial Officer as on14-May-2014)

7 0

0

14-May-2014

31-Mar-2015


Nil 0

Nil

Nil

Shri Tara ChandSharma,Manager of thecompany(Appointed asManager as on14-May-2014)

8 0

0

14-May-2014

31-Mar-2015


Nil 0

Nil

Nil

Miss Namrata Priya,Company Secretary

9 0

0

01-Apr-2014

31-Mar-2015


Nil 0

Nil

Nil

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

TotalIndebtedness

Indebtedness at the beginningof the financial year (01.04.2014)i) Principal Amount - - 76000000.00 76000000.00ii) Interest due but not paid - - 4211907.00 4211907.00

DepositsUnsecured LoansSecuredLoans excludingdeposits

(in Rs.)

Nil

Nil


17

B. Remuneration to other directors:

Particulars Shri N. G.Khaitan

Shri PrabirChakravarti

ShriS. K. Parik

ShriAnand Daga

Smt.Vidula Jalan

Smt. LeenaGhosh

Total

1. Independent DirectorsFee for attending board /committee meetings 65000.00 70000.00 72500.00 75000.00 - - 282500.00Commission - - - - - - -Others, please specify - - - - - -Total (1) 65000.00 70000.00 72500.00 75000.00 - - 282500.002. Other Non-Executive DirectorsFee for attending board /committee meetings - - - - 5500.00 - 5500.00Commission - - - - - - -Others, please specify - - - - - -Total (2) - - - - 5500.00 5500.00Total (B)=(1+2) 65000.00 70000.00 72500.00 75000.00 5500.00 - 337500.00

TotalIndebtedness

iii) Interest accrued but not due - - -Total (i+ii+iii) - - 80211907.00 80211907.00Change in Indebtednessduring the financial yearAddition - - 60057597.00 60057597.00Reduction - - (2097277.00) (2097277.00)Net Change - - 57960320.00 57960320.00Indebtedness at the end of thefinancial year (31.03.2015)i) Principal Amount - - 125000000.00 125000000.00ii) Interest due but not paid - - 9314631.00 9314631.00iii) Interest accrued but not due - - 3857596.00 3857596.00Total (i+ii+iii) - - 138172227.00 138172227.00

DepositsUnsecured LoansSecuredLoans excludingdeposits

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Shri Tara Chand Sharma, Manager of the Company

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 188802.00(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 -(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961 -

2 Stock Option -3 Sweat Equity -4 Commission as % of profit -5 Others, please specify

Provident Fund 12697.00Superannuation Fund -National Pension Scheme -

Total (A) 201499.00

Sl. No. Particulars of Remuneration(in Rs.)

(in Rs.)


18

C. Remuneration to key managerial personnel other than MD/Manager/WTD

Particulars of Remuneration

Shri Amit KumarAgarwal,Chief Financial Officer

Total

1 Gross salary(a) Salary as per provisions contained in section 17(1)of the Income-tax Act, 1961 452128.00 392943.00 845071.00(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 0 0 0(c) Profits in lieu of salary under section 17(3) of theIncome-tax Act, 1961 0 0 0

2 Stock Option 0 0 03 Sweat Equity 0 0 04 Commission as % of profit 0 0 05 Others, please specify

Provident Fund 15393.00 14484.00 29877.00Superannuation Fund 0 0 0National Pension Scheme 0 0 0Total 467521.00 407427.00 874948.00

Sl. No. Key Managerial Personnel

Miss Namrata Priya,Company Secretary

(in Rs.)

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Section of theCompanies

Act

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

Type BriefDescription

Details of Penalty /punishment /

compounding feesimposed

Authority(RD/NCLT/COURT)

Appeal made,if any (give details)

NIL

NIL

NIL


19

Annexure -2

A. CONSERVATION OF ENERGY:

1. Energy conservation measures taken

a) Control of ideal machine running hours andoptimized power factor.

b) Modification of additional dryer to increasethrough put rate and decreasing specific powerconsumption.

c) Modification in chips handling conveyor. One7.5KW motor removed from process so as tosave power consumption.

d) Installation of lighting energy saver.

2. Additional investment and proposals, if any, beingimplemented for reduction of consumption ofenergy.

a) Hot flu gas from ID fan outlet will utilise in dryerwhich will result in reduction of the steamconsumption.

b) We will upgrade existing PLC to reducebreakdown hours.

c) We are planning to replace existing motor oflow efficiency with high efficiency LT motors.

d) We are planning to replace DC controller fusesby MCCB.

e) We are going to install VVFD in ID fan andBooster Fan in Boiler section for energyconservation and to prevent burning of motorsduring starts up.

3. Impact of the measures as above for the reductionof energy consumption and consequent impact ofthe cost of production of goods.

The measure stated in SN 1 & 2 above haveresulted/will result in saving of energy used as wellas improvement of quality and overall productivity.

B. TECHNOLOGY ABSORPTION

1. Research & Development (R&D)

I. Areas of R&D activities -

a) The Company is carrying out research to inhouse research work to develop new andbetter products and also to improvise thequality of existing products.

b) Technology induction in the process ofonline moisture control from chip tofinished panel ensuring better internal bondin the panels.

c) Manufacturing processes/parameters arecontinuously monitored and modifiedwherever required to ensure better productivityboth in terms of quantity and quality.

II. Benefit derived as a result of above R & D -

a) Improved product quality.

b) Cost reduction.

c) Market penetration with new products.

d) Customer satisfaction with improved qualityand wider range.

III. Future plans of action-

a) Improve quality of existing products.

b) Develop new products.

c) Improvisation in manufacturing process tominimise machinery break downs.

d) Adopt new processes/technology forreduction of power consumption.

e) License of ECO Mark from the Bureau ofIndian Standards to be immediatelyimplemented as this shall give a new imageto the Duratuff Brand.

INFORMATION AS PER SECTION 134(3)(m) READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 ANDFORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31st MARCH 2015


20

IV. Expenditure on R&D –

During the year the Company has not incurredany specific capital/recurring expenditure onR&D. R&D is carried out in-house using theexisting manufacturing set up. The Company ismember of Indian Plywood Industries Researchand Training Institute (IPIRTI).

2. Technology absorption, adoption and innovation

a) Steps adopted

• Continuous interaction with the main plantsupplier and other for technical assistance,has helped to achieve optimum benefits ofthe advancement in technology such asplant optimization, efficient use of energyetc.

• Plant personnel were trained by experts,in-house and outside through visits andcommunications.

• Evaluating customers and end user feedbackfor improving products and services.

b) Benefits of the step adopted

• Improved product quality.

• Wide product range.

• Better utilization of resources.

c) Import of Technology

The Company did not import technology duringlast 5 years but taken guidance from technicalexperts as well from the foreign machinerysupplier.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

a. Foreign currency earned : Nil

b. Foreign currency used : Rs 1431 Lacs

Dated: 9th May, 2015Place : Kolkata


21

Annexure-3Form No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED – 31.03.2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The MembersMANGALAM TIMBER PRODUCTS LIMITEDVillage- Kusumi, P.O & Dist- NabarangpurOdisha-764 059

We have conducted the secretarial audit of the complianceof applicable statutory provisions and the adherence togood corporate practices by MANGALAM TIMBERPRODUCTS LIMITED (hereinafter called the company).Secretarial Audit was conducted in accordance with theGuidance Note issued by the Institute of CompanySecretaries of India (A statutory body constituted underthe Company Secretaries Act, 1980) and in a manner thatprovided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing ouropinion thereon.The Company’s Management is responsible for preparationand maintenance of secretarial records and for devisingproper systems to ensure compliance with the provisionsof applicable laws and regulations.Our responsibility is to express an opinion on the secretarialrecords, standards and procedures followed by theCompany with respect to secretarial compliances.We believe that audit evidence and information obtainedfrom the Company’s management is adequate andappropriate for us to provide a basis for our opinion.Based on our verification of the Company’s books, papers,minute books, forms and returns filed and other recordsmaintained by the company and read with the StatutoryAuditors’ Report on Financial Statements and Complianceof the conditions of Corporate Governance and also theinformation provided by the Company, its officers; agentsand authorized representatives during the conduct ofsecretarial audit, we hereby report that in our opinionand to the best of our information, knowledge and beliefand according to the explanations given to us, the companyhas, during the audit period covering the financial yearended on 31.03.2015 generally complied with theapplicable statutory provisions listed hereunder and alsothat the Company has proper Board-processes andcompliance mechanism in place to the extent, in themanner and subject to the reporting made hereinafter:We have examined the books, papers, minute books,forms and returns filed and other records maintained byMANGALAM TIMBER PRODUCTS LIMITED for the financialyear ended on 31.03.2015 according to the applicableprovisions of:

1. The Companies Act, 2013 (the Act) and the rules madethereunder;

2. The Securities Contracts (Regulation) Act, 1956 (`SCRA')and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations andBye-laws framed thereunder;

4. Foreign Exchange Management Act; 1999 and therules and regulations made thereunder to the extentof Foreign Direct Investment, Overseas DirectInvestment and External Commercial Borrowings tothe extent applicable to the company – As reportedto us, there were no FDI, ODI or ECB transaction inthe company during the year under review.

5. The following Regulations and Guidelines prescribedunder the Securities and Exchange Board of India Act,1992 ('SEBI Act) to the extent applicable to thecompany:-a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b) The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issueof Capital and Disclosure Requirements)Regulations, 2009; No new securities were issuedduring the year

d) The Securities and Exchange Board of India(Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines, 1999; - Noinstances were reported during the year.

e) The Securities and Exchange Board of India (Issueand Listing of Debt Securities) Regulations, 2008;- No instances were reported during the year.

f) The Securities and Exchange Board of India(Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Actand dealing with client - The Company hasappointed a SEBI authorized Category I Registrarand Share Transfer Agent.

g) The Securities and Exchange Board of India(Delisting of Equity Shares) Regulations, 2009: NoDe-listing was done during the year.


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h) The Securities and Exchange Board of India(Buyback of Securities) Regulations, 1998; - Nobuy – back was done during the year.We have also examined compliance with theapplicable clauses of the following:

i. Secretarial Standards issued by The Institute ofCompany Secretaries of India: not yet applicable.

ii. The Listing Agreements entered into by theCompany with BSE Limited and National StockExchange of India Limited.

During the period under review the Company has generallycomplied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc mentioned above.We further report that as far as we have been able toascertain -1. The Board of Directors of the Company is duly

constituted with proper balance of Executive Directors,Non-Executive Directors and Independent Directorsand the changes in the composition of Board ofDirectors that took place during the period underreview were carried out in compliance with theprovisions of the Act.

2. Adequate notice is given to all directors to schedulethe Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, anda system exists for seeking and obtaining furtherinformation and clarifications on the agenda itemsbefore the meeting and for meaningful participationat the meeting.

3. Majority decision is carried through while the

dissenting members' views are captured and recordedas part of the minutes.

4. We further report that there are adequate systemsand processes in the company commensurate withthe size and operations of the company to monitorand ensure compliance with applicable laws, rules,regulations and guidelines.

It is stated that the compliance of all the applicableprovisions of the Companies Act, 2013 and other laws isthe responsibility of the management. We have relied onthe representation made by the company and its Officersfor systems and mechanism set-up by the company forcompliances under applicable laws. Our examination, ona test-check basis, was limited to procedures followed bythe Company for ensuring the compliance with the saidprovisions. We state that such compliance is neither anassurance as to the future viability of the Company northe efficiency or effectiveness with which the managementhas conducted its affairs. We further state that this isneither an audit nor an expression of opinion on thefinancial activities / statements of the Company. Moreover,we have not covered any matter related to any other lawwhich may be applicable to the Company except theaforementioned corporate laws of the Union of India.

(S. M. Gupta)S. M. Gupta & Co.

FCS No:896C P No:2053

Place: KolkataDate : 09.05.2015Enclo: Annexure ‘A’ formingan integral part of this Report

1. Maintenance of secretarial record is the responsibilityof the management of the company. Our responsibilityis to express an opinion on these secretarial recordsbased on our audits.

2. We have followed the audit practices and processesas were appropriate to obtain reasonable assuranceabout the fairness of the contents of the Secretarialrecords. The verification was done on test basis toensure that facts are reflected in secretarial records.We believe that the processes and practices wefollowed provide a reasonable basis for our opinion.

3. We have not verified the correctness andappropriateness of financial records and Books ofAccounts of the company.

4. Where ever required, we have obtained theManagement representation about the compliance

of laws, rules and regulations and happening of eventsetc.

5. The compliance of the provisions of Corporate andother applicable laws, rules, regulations, standards isthe responsibility of management. Our examinationwas limited to the verification of procedure on testbasis to the extent applicable to the Company.

6. The Secretarial Audit report is neither an assuranceas to the future viability of the company nor of theefficacy or effectiveness with which the managementhas conducted the affairs of the company.

To, “Annexure A”The Members,MANGALAM TIMBER PRODUCTS LIMITEDVillage- Kusumi, P.O & Dist- NabarangpurOdisha-764 059Our report of even date is to be read along with this letter.

(S. M. Gupta)S. M. Gupta & Co.

FCS No:896C P No:2053

Place: KolkataDate : 09.05.2015


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CORPORATE GOVERNANCE REPORTThe Directors present the Company's Report on Corporate Governance.I. MANDATORY REQUIREMENTS1. Company's Philosophy on Corporate Governance

Corporate Governance refers to a combination of regulations, procedures and voluntary practices that enablecompanies to maximise stakeholders' value by attracting financial and human capital and efficient performance.As a responsible corporate citizen, it is the earnest endeavor of the Company to improve its focus on CorporateGovernance by increasing accountability and transparency to its shareholders, bankers, customers and otherstakeholders.

2. Board of DirectorsA) Composition as on 31st March, 2015

The Board of Directors of the Company consisted of 5 members, out of which 4 are Non-Executive IndependentDirectors. The Non-Executive Directors are eminent professionals with experience in finance, law and publicenterprises.The composition of the Board is in conformity with Clause 49 of the Listing Agreement.

B) Other Directorships/Committee memberships held as on 31st March, 2015:

* Excludes Directorships/Chairmanships held in Mangalam Timber Products Ltd., Private Limited Companies, ForeignCompanies, Companies u/s 8 of the Companies Act, 2013.

** Only Memberships/Chairmanships of Audit Committee and Stakeholders’ Relationship Committee have beenconsidered.

C) Particulars of change in directorship during the year:

D) Board Meetings held during the year:During the financial year ended 31st March, 2015, 4 Board Meetings were held on 14th May 2014, 8th August 2014, 12thNovember 2014 and 12th February 2015.

Sl.No.

Name of Directors Category of Directors Directorship held inother companies*

1. Shri N G Khaitan Independent Non-Executive 6 Nil 6 1

2. Shri Prabir Chakravarti Independent Non-Executive 9 Nil 3 Nil

3. Shri Anand Daga Independent Non-Executive Nil Nil Nil Nil

4. Smt. Vidula Jalan Promoter Non- Executive 2 Nil Nil Nil

5. Smt. Leena Ghosh Independent Non-Executive 1 Nil Nil Nil

Committee Membershipheld in other Companies**

As Director As Chairman As Chairman*As Member*

Name of Director Category Date of Appointment /Cessation Remarks

Shri S K Parik Independent Non-Executive 12th February, 2015 Resigned as IndependentNon-Executive Director

Smt. Leena Ghosh Independent Non-Executive 12th February, 2015 Appointment as IndependentNon-Executive (Additional Director)


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E) Attendance of Directors at Board Meetings and last Annual General Meeting

Name of Director Board MeetingsAttended Last AGM Attended

Shri N G Khaitan 4 No NilShri Prabir Chakravarti 4 Yes NilShri S K Parik 3* No NilShri Anand Daga 4 No NilSmt. Vidula Jalan 4 No 1,03,527Smt. Leena Ghosh Nil No Nil

No. of shares held in the Companyas on 31.03.2015

* Refer SN 2 (C) aboveF) Particulars of Directors retiring by rotation and seeking re-appointment have been given in the Notice convening

the 31st Annual General Meeting and Explanatory Statement, forming part of Annual Report.G) Performance evaluation of Independent Directors

Details of performance evaluation of Independent Directors as required under 49 (II) (B) of the Listing Agreementis included in the Directors Report, forming a part of the Annual Report.

H) Meeting of the Independent DirectorsAs per the Companies Act, 2013 and the Listing Agreement, the Independent Directors are required to hold atleast one meeting in a year to discuss the following:a) Review the performance of non-independent director and the Board as a whole.b) Assess the quality, quantity and timeliness of flow of information between the company management and

the Board.Accordingly, a meeting was held on 12th February, 2015. All the Independent Directors attended the meetingand discussed the above points.

I) Familiarisation programme for Independent DirectorsThe Company has conducted Familiarisation program for Independent Directors during the year. The Programaims to provide insights into the Company to enable the Independent Directors to understand its business indepth, to acclimatise them with the processes, businesses and functionaries of the Company and to assist themin performing their role as Independent Directors of the Company. The Company’s Policy of conducting theFamiliarisation Program has been disclosed on the website of the Company under the weblinkhttp://www.mangalamtimber.com/images/Familiarisation-Programme-for-Independent-Directors.pdf

3. Audit CommitteeA) Terms of Reference

The Audit Committee acts as a link between the Internal & Statutory Auditors and the Board of Directors. TheCommittee provides the Board with additional assurance as to the adequacy of the Company's internal controlsystems and financial disclosures. The broad terms of reference of the Audit Committee are as per Section 177of the Companies Act, 2013 and to review with the Management and/or Internal Auditors and/or StatutoryAuditors in the following areas:i) Overview of the Company's financial reporting process and financial information disclosures;ii) Review with the Management, the annual and quarterly financial statements before submission to the Board;iii) Review with the Management, the Internal and External Audit Reports and the adequacy of internal control

systems;iv) Review the adequacy and effectiveness of accounting and financial controls of the Company in compliance

with the Company's policies and applicable laws and regulations;v) Recommending the appointment and removal of External Auditors and fixation of audit terms;


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vi) Review of utilization of proceeds raised from Public/Right issues.B) Composition, Name of Members and Chairperson

The Audit Committee of the Company comprises three (3) members, all of whom are Independent Non-executiveDirectors. All the members of the Audit Committee are qualified and having insight to interpret and understandthe financial statements.The Audit Committee of the Company comprises of the following members :

Name of Member Category

Shri N G Khaitan Chairman

Shri Prabir Chakravarti Member

Smt. Leena Ghosh* Member

* Smt. Leena Ghosh was inducted in the Audit Committee with effect from 12th February, 2015.The Company Secretary has been designated as the ‘Secretary’ to the Audit Committee.

C) Meetings held during the yearDuring the financial year ended 31st March, 2015, four meetings were held on 14th May 2014, 8th August 2014,12th November 2014 and 12th February 2015.

D) Attendance of Members at the Audit Committee MeetingsThe attendance of the Members is as given below:

Name of Member Meetings Attended

Shri S K Parik 3*

Shri N G Khaitan 4

Shri Prabir Chakravarti 4

Smt. Leena Ghosh Nil*

*Refer SN 2 (C) above

At the invitation of the Committee, Internal Auditors, Statutory Auditors, Chief Financial Officer and the CompanySecretary who is acting as Secretary to the Audit Committee also attends the Audit Committee meetings as andwhen required to respond to the queries raised at the Committee Meetings.

The minutes of the meetings of the Audit Committee are circulated to all the members of the Board.

4. Nomination and Remuneration Committee

During the year under review the nomenclature of the Remuneration Committee was changed to Nominationand Remuneration Committee pursuant to Section 178 of the Companies Act, 2013 and the revised Clause 49of the Listing Agreement.

A) Terms of Reference

i. Formulation of the criteria for determining qualification, positive attributes and independence of Directors.

ii. Recommend to the Board a policy, relating to the remuneration of the directors, key managerial personneland other employees in accordance with the provisions of Section 178(4) of the Companies Act, 2013.

iii. Formulation of criteria for evaluation of Independent Directors and the Board and to carry out evaluationof every Director’s performance;

iv. Devising a policy on Board diversity;

v. To identify persons who are qualified to become directors and who may be appointed in senior managementin accordance with the criteria laid down, and recommend to the Board their appointment and removal.


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B) Composition, Name of Members and ChairpersonThe Nomination and Remuneration Committee of the Company comprises three members, all of whom areIndependent Non-executive Directors. The Nomination and Remuneration Committee of the Company comprisesof the following members:

∧Smt. Leena Ghosh was inducted in the Nomination and Remuneration Committee with effect from 12th February,2015.

C) Meetings and Attendance during the yearDuring the year ended 31st March, 2015 two meetings were held on 14th May, 2014 and 12th February, 2015.The attendance of the Members is as given below:


Shri S K Parik 1*

Shri N G Khaitan 2


Smt. Leena Ghosh Nil


Shri N G Khaitan Member


Smt. Leena Ghosh Member∧

*Refer SN 2 (C) aboveD) Nomination & Remuneration Policy

The Nomination and Remuneration Committee had recommended the Nomination & Remuneration Policy of theCompany to the Board of Directors which was adopted by the Board.

E) Remuneration paid/payable to the Directors for the financial year ended 31st March, 2015

Name of the DirectorsAllowances,

Perquisites &Retirement

Benefits

SittingFee

TotalSalary

(Rs.)

Shri N G Khaitan Nil Nil Nil Nil 65,000/- 65,000/-

Shri Prabir Chakravarti Nil Nil Nil Nil 70,000/- 70,000/-

Shri S K Parik Nil Nil Nil Nil 72,500/- 72,500/-

Shri Anand Daga Nil Nil Nil Nil 75,000/- 75,000/-

Smt. Vidula Jalan Nil Nil Nil Nil 55,000/- 55,000/-

Smt. Leena Ghosh NIl Nil Nil Nil Nil Nil

(Rs.) (Rs.)

Performance CommissionName of the DirectorsAllowances,

Perquisites &Retirement

Benefits

SittingFee

TotalSalary

(Rs.)

Shri N G Khaitan Nil Nil Nil Nil 65,000/- 65,000/-

Shri Prabir Chakravarti Nil Nil Nil Nil 70,000/- 70,000/-

Shri S K Parik Nil Nil Nil Nil 72,500/- 72,500/-

Shri Anand Daga Nil Nil Nil Nil 75,000/- 75,000/-

Smt. Vidula Jalan Nil Nil Nil Nil 55,000/- 55,000/-

Smt. Leena Ghosh NIl Nil Nil Nil Nil Nil

(Rs.) (Rs.)

Performance Commission


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5. Stakeholders’ Relationship CommitteeDuring the year under review the nomenclature of the Shareholder / Investor Grievance Committee was changedto Stakeholder Relationship Committee pursuant to Section 178 of the Companies Act, 2013.

A) Terms of ReferenceThe terms of reference of the Committee, include the following:a) To review all complaints recorded in SCORES of SEBI and replies made to the same by the Company Secretary.b) To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note

the corrective actions taken by the Registrar.c) To take action on all grievances and complaints lodged by stock exchanges, shareholder associations and

other bodies.d) To review all instances where shareholding or other matters are disputed or contested or pending in various

legal forums.e) To review all grievances of other Stakeholders of the Company given in their individual capacity.f) Over view of activities relating to Share Maintenance and related Work.

B) CompositionThe Stakeholders Relationship Committee comprises three Directors.As on 31st March, 2015, the Committee comprises of:

* Smt. Leena Ghosh was inducted in the Stakeholder Relationship Committee with effect from 12th February,2015.The Company Secretary has been designated as the ‘Compliance Officer’.

C) Meetings and Attendance during the yearDuring the year ended 31st March, 2015, a meeting of the committee was held on 31st March, 2015.The attendance of the Members is as given below:

D) Status of Transfers

The Share Transfer Committee approves cases of transfer and transmission, issue of share certificates in exchangefor sub-divided, consolidated, defaced certificates, etc., as approved by the authorised persons and issue ofduplicate share certificates. It also notes and takes on record the transfer / transmission / transposition of sharesand consolidation / splitting of folios, issue of share certificates. The STC also notes the dealings in Company’sShares by the designated employees under the Company’s Code of Conduct for Prevention of Insider Trading.During the year ended 31st March, 2015,11 meetings of the Share Transfer Committee were held.



Shri Anand Daga 1

Smt. Leena Ghosh Nil



Shri Anand Daga Member

Smt. Leena Ghosh Member*


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E) Complaints

Nature of Complaint

Non-receipt of Dividend - - - - - -warrant(s)

Non-receipt of Share - 2 - 2 1 1 * *Certificate(s) / after transfer/demat

Non-receipt of Duplicate - - - - - -Share certificate(s)

Non-receipt of - - - - - -Annual Report(s)

Total - 2 - 2 1 1

Complaint received from

InvestorsDirectly

Stock Exchanges& SEBI

ROC

Totalcomplaints

received during2014-15

Totalredressed

No. ofgrievances

outstandingas on 31st

March, 2015

** Resolved subsequently on 28th April, 2015.

6. Risk Management Committee

A) Constitution, Terms and reference

The Company has a Risk Management Policy which was adopted in its meeting held on 25th April, 2011. Ithas laid down procedures to inform the Board Members about the risk assessment and minimizationprocedures. These procedures are periodically reviewed to ensure that executive management controls risksthrough means of a properly defined framework.

As required under Clause 49 of the Listing Agreement, the Board in its meeting held on 14th May, 2014 haveconstituted a Risk Management Committee, defining the roles and responsibilities of the Committee andhave delegated to the Committee the function of monitoring and reviewing the risk management policy ofthe Company. The Committee has the overall responsibility of dealing and approving the various risk policiesand associated practices of the Company. The Risk Management Report containing the various risk exposureand mitigation procedure, after its adoption in the Risk Management Committee meeting, is also placed inthe subsequent Board meeting.

B) Composition

The Risk Management Committee is constituted of three members. As on 31st March 2015, the Committeecomprises of:

* Shri Yaswant Mishra is the President of the Company.No meeting has been held during the year.

7. Subsidiary CompanyThe Company had no subsidiary as on 31st March, 2015.



Smt. Vidula Jalan Member

Shri Yaswant Mishra* Member


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8. General Body MeetingsA) Particulars of last three Annual General Meetings

B) Postal Ballot ExerciseThe following Resolutions were taken through Postal ballot:-(i) Increase in borrowing limits not to exceed Rs.150 Crore (Rs. One Hundred and Fifty Crore) u/s 180(1)(c)

of the Companies Act, 2013.(ii) Creation of charges on the moveable or immovable properties of the Company both present and future

u/s 180(1)(a) of the Companies Act, 2013.(iii) Substitution of Articles of Association of the Company u/s 14 of the Companies Act, 2013.

The result of Postal Ballot was declared on 28th February, 2015. Shri Roshan Agrawal, Practising CharteredAccountant, Kolkata, was appointed as the Scrutinizer for conducting the Postal Ballot process.The details of the voting pattern are as follows:Postal Ballot Results:Special Resolution under section 180(1)(c) of the Companies Act, 2013 for increase in borrowing limits not toexceed Rs.150 Crore (Rupees One Hundred and Fifty Crore only).

Special Resolution under section 180(1)(a) of the Companies Act, 2013 for creation of charges on the moveableor immovable properties of the Company both present and future

Particulars No. of Shares No. of Shares Total No. of % of Total Net Valid(through Postal Ballot) (through e Voting) shares Votes (in percentage)

Total No. of Votes received 1,903 82,75,621 82,77,524 -Less : No of Invalid Votes 200 Nil 200 -Less : No of Votes not Polled Nil Nil Nil -Net valid number of votes Cast 1,703 82,75,621 82,77,324 100Total No. of Votes cast in favour 1,703 82,74,906 82,76,609 99.99of the ResolutionTotal No. of Votes cast against Nil 715 715 0.01the Resolution


Total No. of Votes received 1,903 82,75,621 82,77,524 -Less : No of Invalid Votes 200 Nil 200 -Less : No of Votes not Polled Nil Nil Nil -Net valid number of votes Cast 1,703 82,75,621 82,77,324 100Total No. of Votes cast in favour 1,703 82,74,306 82,76,009 99.98of the ResolutionTotal No. of Votes cast against Nil 1,315 1,315 0.02the Resolution

30th 2013-14 Nabarangpur, Odisha 16.08.2014 10 AM29th 2012-13 Nabarangpur, Odisha 17.08.2013 10 AM28th 2011-12 Nabarangpur, Odisha 17.08.2012 10 AM

AGM Year Ended Venue Date Time


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Special Resolution under section 14 of the Companies Act, 2013 for substitution of Articles of Association of thecompany


Total No. of Votes received 1,903 82,75,621 82,77,524 -Less : No of Invalid Votes 200 Nil 200 -Less : No of Votes not Polled Nil Nil Nil -Net valid number of votes Cast 1,703 82,75,621 82,77,324 100Total No. of Votes cast in favour 1,703 82,74,806 82,76,509 99.99of the ResolutionTotal No. of Votes cast against Nil 815 815 0.01the Resolution

9. DisclosuresA) The Board in its meeting held on 8th August, 2014 has adopted Related Party Transaction Policy for determining

the materiality of related party transactions and also on the dealings with related parties. This Policy hasbeen placed in the Website of the Company at the weblink http://www.mangalamtimber.com/images/Related-Party-Transaction-Policy.pdf

B) During the year there were no transactions of material nature with related parties that had potential conflictwith the interests of the Company.

No special Resolution is proposed to be conducted through postal ballotC) Particulars of Special Resolution passed at the last three Annual General Meetings

30th 31.03.2014 Appointment of Shri Tara 16.08.2014 10 AMChand Sharma as Manager

of the Company29th 31.03.2013 None 17.08.2013 10 AM28th 31.03.2012 None 17.08.2012 10 AM

AGM Year Ended Particulars ofSpecial Resolution

Date Time

D) Particulars of last three Extraordinary General Meetings

• Increase in Authorised share capital of the Company Nabarangpur 06.10.2012 10 AMand alteration of Memorandum of Association of the OdishaCompany

• Alteration in the Article 3 of the Articles of Associationof the Company

• Issue of 7.5% Non-cumulative Redeemable PreferenceShares

Appointment of Shri Ashok Purohit as Manager of the Nabarangpur 08.08.2011 1 PMCompany Odisha• Reduction of share capital of the Company Nabarangpur 13.12.2004 10 AM• Alteration of Articles of Association of the Company Odisha

Purpose Venue Date Time

Details of all related party transactions form a part of the accounts as required under Accounting Standard18 as notified by the Companies (Accounting Standards) Rules, 2006 and the same are given in Note 2.26(6)to the Financial Statements.The prior approval of the Audit Committee is taken, wherever required, on a quarterly basis for proposedrelated party transactions to be entered in the forthcoming quarter as well as the details of all related partytransactions actually entered into in the preceding quarter.

C) During preparation of financial statements during the period under review, no accounting treatment whichwas different from that prescribed in the Accounting Standards was followed.

D) The Company has complied with the requirements of regulatory authorities on capital markets and nopenalties/strictures have been imposed against it in the last three years.

E) There were no material financial and commercial transactions where senior management of the Companyhad personal interest that may have a potential conflict with the interest of the Company at large.

F) The Company has adopted Whistle Blower Policy for Directors and employees which has been placed in thewebsite of the Company at the weblink, http://www.mangalamtimber.com/images/Whistle-Blower-Policy.pdfNo personnel has been denied access to the Audit Committee.

10. Means of Communication

11. Code of ConductIn compliance with Clause 49 of the Listing Agreement and Companies Act, 2013, the Company has formulateda Code of Conduct applicable to all Board Members and Senior Management Personnel of the company.Further, the Code of Conduct has been amended to include the Code for Independent Directors pursuant to theSchedule IV of the Companies Act, 2013. The said Code is available on the Company's official website at theweblink, http://www.mangalamtimber.com/images/code-of-conduct.pdfAccordingly, a declaration from the Manager of the Company that all Board Members and Senior ManagementPersonnel have duly complied with the Code of Conduct for the financial year ended 31st March, 2015 forms partof the Annual report.

12. CEO /CFO CertificationThe Certificate duly signed by the Chief Financial Officer and Manager of the Company in respect of the financialyear ended 31st March, 2015 has been placed before the Board at its meeting held on 9th May, 2015 and formsa part of the Annual Report.

A) Quarterly ResultsNewspapers published in

Website where displayed

The Financial Express/Business Standard inEnglish (All India Edition) and Dharitry / Sambadin Oriya (Regional).

B) Whether the website also displaysofficial news releases and presentationsto institutional investors / analysts

No presentation has been made to institutionalinvestors/analysts.Audited/Unaudited Financial Reports includingofficial news releases are displayed in the website.

C) Whether Management Discussion &Analysis Report is a part of AnnualReport

The Report of the Directors, forming part of theAnnual Report, includes all aspects of theManagement Discussion & Analysis Report.

www.mangalamtimber.com


31


32

C) Book Closure Date

The period of book closure is from Saturday, the 5th September, 2015 to Friday, the 11th September, 2015both days inclusive.

D) Dividend Payment Date

No dividend has been proposed for the year ended 31st March, 2015.

E) Listing on Stock Exchanges

The equity shares of the Company are listed on:

1. BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

2. The National Stock Exchange of India Limited (NSE)

Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

F) Listing Fees to Stock Exchanges

The Annual Listing Fees for the year 2015-16 have been paid to all these Stock Exchanges.

G) International Securities Identification Number (ISIN) of the Company

The International Securities Identification Number (ISIN) of the Company's shares in the dematerializedmode, as allotted by NSDL and CDSL is INE805B01012.

H) Scrip Code

The Company's Stock Exchange codes are as follows:

13. Shareholder InformationA) Annual General Meeting

The 31st Annual General Meeting will be held at 10.00 A.M. on Friday, the 11th day of September, 2015 atVillage-Kusumi, P.O. & Dist. – Nabarangpur 764059, Odisha.

B) Financial YearThe Financial Year of the Company is 1st April to 31st March. The Financial Calendar for 2015-2016 is:

Approval of Board Meeting Date

Unaudited Results for 1st quarter ended 30.06.2015 On or before 14th August, 2015

Unaudited Results for 2nd quarter ended 30.09.2015 On or before 14th November, 2015

Unaudited Results for 3rd quarter ended 31.12.2015 On or before 14th February, 2016

Audited Results for the year ended 31.03.2016 On or before 30th May, 2016

Sl No. Stock Exchange Script Code1. BSE Limited 5160072. National Stock Exchange of India Limited MANGTIMBER


33

I) Market Price Data (in Rs.)

MONTH BOMBAY STOCK EXCHANGE NATIONAL STOCK EXCHANGE

HIGH LOW HIGH LOW

April, 2014 10.50 8.52 10.35 8.70

May, 2014 12.58 7.80 12.30 7.85

June, 2014 15.95 10.71 15.85 10.70

July, 2014 14.47 11.40 14.35 11.35

August, 2014 12.89 10.02 12.75 9.90

September, 2014 12.05 9.55 12.25 9.65

October, 2014 11.40 8.64 11.70 8.45

November, 2014 14.65 9.30 14.55 9.65

December, 2014 11.96 10.36 11.90 10.20

January, 2015 14.10 10.50 14.50 9.85

February, 2015 11.90 8.57 11.65 8.70

March, 2015 10.00 8.60 9.90 8.00

J) Registrar and Share Transfer AgentPursuant to the directives of The Securities and Exchange Board of India (SEBI), whereby all work relatedto share register in terms of both physical and electronic mode for maintenance had to be carried out at asingle point, the Company has appointed M/s C B Management Services (P) Limited, Kolkata, as its Registrar& Share Transfer Agent, to handle its entire share related activities, both for physical shares and shares indemat form.M/s C B Management Services (P) LimitedP-22, Bondel Road, Kolkata - 700 019Phone: 033-2280 6692-94 / 40116700Facsimile: 033 2287 0263E-mail: [email protected]: www.cbmsl.com

K) Investor GrievancesThe Company has designated an exclusive e-mail id viz. [email protected] to enable the investorsto register their grievances, if any.

L) Share Transfer SystemFor expeditious transfer of shares, the Board of Directors has authorised certain officers of the Company toapprove share transfers before being placed before the Board for ratification.


34

CATEGORY NO. OF SHARE HOLDERS % OF SHARE HOLDERS NO. OF SHARES % OF SHARES

Promoters 14 0.07 8925075 48.70Non-Promoters :UTI 1 0.00 11200 0.06Mutual Fund 4 0.02 11700 0.06FI(s) 1 0.00 200 0.00Banks 3 0.01 700 0.00FII(s) 1 0.00 2100 0.01Corporate 329 1.57 2502038 13.65Individuals 19242 91.62 6499842 35.48NRI / OCB 1408 6.71 374545 2.04

21003 100.00 18327400 100.00

N) Distribution of ShareholdingDistribution of shareholding as on 31st March, 2015 is as follows :

Range Shareholders SharesNo. of Shares Number % to total holders Numbers % to total capital

1 500 19080 90.84 3048528 16.63

501 1,000 1114 5.30 938579 5.12

1,001 2,000 392 1.87 616911 3.37

2,001 3,000 134 0.64 342360 1.87

3,001 4,000 56 0.27 200792 1.10

4,001 5,000 64 0.30 307108 1.68

5,001 10,000 86 0.41 637892 3.48

10,001 ABOVE 77 0.37 12235230 66.76

TOTAL 21003 100.00 18327400 100.00

O) As stipulated by SEBI, a qualified Practising Chartered Accountant carries out an Audit to reconcile the totaladmitted capital with National Securities Depository Limited (NSDL) and Central Depository Services(India)Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and thereport thereon is submitted to the Stock Exchanges and to the Board of Directors. The audit confirms thatthe total listed and paid-up capital is in agreement with the aggregate of the total number of shares indematerialized form and in physical form.

P) Dematerialization of Shares and LiquidityAs per notification issued by SEBI, with effect from 26th June 2000, it has become mandatory to trade in theCompany's shares in the electronic form. The Company's shares are available for trading in the depositorysystems of both the National Securities Depository Limited (NSDL) and the Central Depository Services (India)Limited (CDSL).As on 31st March, 2015, 88.52% of the Company's total paid up capital representing 16222235 equity shareswere held in dematerialized form and the balance 11.48% representing 2105165 equity shares were heldin physical form.

M) Shareholding PatternPattern of shareholding by ownership as on 31st March, 2015


35


Q) Address for correspondence with DepositoriesNational Securities Depository Ltd. Central Depository Services (India) Ltd.4th Floor, A Wing, Trade World, Kamala Mills Compound Phiroze Jeejeebhoy TowersSenapati Bapat Marg, Lower Parel, Mumbai 400 013 17th Floor, Dalal Street, Mumbai 400 023Telephone : (022) 2499 4200 Telephone : (022) 2272 3333/3224Fax : (022) 2497 2993 Fax : (022) 2272 3199E-mail : [email protected], Website : www.nsdl.co.in Website : www.cdslindia.com

R) Outstanding GDR/Warrants and Convertible Bonds, Conversion Dates and likely impact on EquityThe Company had no outstanding GDRs/ADRs/Warrants or any Convertible instruments.

S) Plant LocationsVill. Kusumi,P.O. & Dist. Nabarangpur -764 059 OdishaPhone No: (06858) 222148/222142/222053Fax: (06858) 222042CIN: L02001OR1982PLC001101Email: [email protected]

T) Address for correspondence with the CompanyMangalam Timber Products Limited“Birla Building”, 10th Floor,9/1, R.N.Mukherjee Road,Kolkata- 700 001

U) Code of Conduct for Prevention of Insider TradingPursuant to the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992, as amended, the Company has adopted a Code of Conduct for Prevention of InsiderTrading with effect from 28th June, 2002. Miss Namrata Priya, Company Secretary, is the Compliance Officer.This Code of Conduct is applicable to all Directors and such identified employees of the Company as wellas of the group companies who are expected to have access to unpublished price sensitive informationrelating to the Company.

II. NON-MANDATORY REQUIREMENTS1. The Board

An office for the use of the Chairperson is made available whenever required.2. Shareholders' Rights

The Company's financial results are published in the newspapers, as prescribed in the Companies Act, 2013 andalso posted on its own website (www.mangalamtimber.com). Hence, half yearly financial results/declaration offinancial performance are not sent to the shareholders individually. However, the Company furnishes the financialresults on receipt of request from the shareholders.

3. Audit QualificationsThe Company, at present, does not have any audit qualification pertaining to the financial statements.

4. Separate posts of Chairman and CEOAt present there is no separate post of Chairman but the Board of Directors appoints a Chairman among themselvespursuant to the Articles of Association of the Company and the Companies Act, 2013.

5. Reporting of Internal AuditorThe Company's Internal Auditor reports directly to the Audit Committee.

N G KhaitanPrabir ChakravartiAnand DagaVidula Jalan

Directors


36

CEO AND CFO CERTIFICATION

DECLARATION BY THE CEO PURSUANT TO CLAUSE 49 OF THE LISTINGAGREEMENT CONTAINING CORPORATE GOVERNANCE

This is to confirm that the code of conduct for all board members and senior management personnel of the Companyhas been circulated to the concerned persons of the Company and the Company has received affirmation of compliancewith the code of conduct from the members of the board of directors and the senior management personnel of theCompany.

Tara Chand SharmaManager

Dated: 9th May, 2015Place : Kolkata

To,The Board of Directors,Mangalam Timber Products Ltd.

We, to the best of our knowledge and belief, certify that:

1. We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2015 andthat to the best of our knowledge and belief;

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance withexisting accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the yearwhich are fraudulent, illegal or violating the Company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluatedthe effectiveness of internal control systems of the Company and have disclosed to the auditors and the auditcommittee, deficiencies in the design or operation of internal controls, pertaining to financial reporting, if any, ofwhich we are aware and the steps we have taken, propose to take to rectify these deficiencies.

4. We have indicated to the auditors and the audit committee;

a) significant changes in internal controls for financial reporting, during the year;

b) significant changes in accounting policies during the year and that the same have been disclosed in the Notesto the Financial Statements, and;

c) instances of significant fraud of which we have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the Company’s internal control system over financialreporting.

Tara Chand SharmaManager

Amit Kumar AgarwalChief Financial Officer



37

AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCEUNDER CLAUSE 49 OF THE LISTING AGREEMENT

To

The Members of Mangalam Timber Products Ltd

We have reviewed the compliance of conditions of corporate governance by Mangalam Timber Products Limited (thecompany) for the year ended on 31st March, 2015, as stipulated in clause 49 of the Listing Agreement of the saidCompany with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination waslimited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the complianceof the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in clause 49 of the above-mentionedListing Agreement.

On the basis of records maintained by the company, we state that as on 31st March, 2015 there was no investorgrievance remaining pending for a period exceeding one month against the company.

We further state that such compliance is neither an assurance as to future viability of the Company nor the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

For S M DAGA & CO.Chartered Accountants

Firm Registration Number: 303119ES M DAGAPartnerMembership No.4951

Dated: 9th May, 2015Place: Kolkata


38

INDEPENDENT AUDITOR’S REPORT

Report on the Financial Statements

We have audited the accompanying financial statementsof MANGALAM TIMBER PRODUCTS LIMITED, (theCompany), which comprise the Balance Sheet as at 31stMarch, 2015, the Statement of Profit & Loss, the CashFlow Statement for the year ended on that date and asummary of the significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for thematters stated in Section 134(5) of the Companies Act2013(‘the Act’) with respect to the preparation of thesefinancial statements that give a true and fair view of thefinancial position, financial performance and cash flowsof the Company in accordance with the Accountingprinciples generally accepted in India, including theAccounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance ofadequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds andother irregularities; selection and application ofappropriate accounting policies; making judgements andestimates that are reasonable and prudent; and design,implementation and maintenance of adequate internalfinancial controls, that were operating effectively forensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation ofthe financial statements that give a true and fair view andare free from material misstatement, whether due tofraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on thesefinancial statements based on our audit.

We have taken into account the provisions of the Act and

Rules made thereunder including the accounting andauditing standards and matters which are required to beincluded in the audit report.

We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in thefinancial statement. The procedures selected depend onthe auditor’s judgment, including the assessment of therisks of material misstatement of the financial statements,whether due to fraud or error. In making those riskassessments, the auditor considers internal financialcontrol relevant to the Company’s preparation of thefinancial statements that give a true and fair view in orderto design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating theappropriateness of accounting policies used and thereasonableness of the accounting estimates made by theCompany’s Directors, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the financial statements.

Opinion

In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidfinancial statements give the information required by theAct in the manner so required and give a true and fairview in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Companyas at 31st March 2015, and its loss and its cash flows forthe year ended on that date.


39

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report)order 2015 issued by Central Government of Indiain terms of Sub Section(11) of Section 143 of the Act(hereinafter referred to as the “Order”), and on thematters specified in paragraph 3 and 4 of the saidOrder, we further report that-

i) a) The Company has maintained proper recordsshowing full particulars including quantitativedetails and situation of Fixed Assets.

b) As explained to us Fixed Assets of the Companyare physically verified by the managementaccording to a phased programme designed tocover all the items over a period of three yearswhich considering the size and nature ofoperations of the Company appears to bereasonable. Pursuant to such program, a portionof fixed assets have been physically verified bythe management during the year and nomaterial discrepancies between book recordsand physical inventory have been noticed.

ii) a) The management has conducted physicalverification of inventory, at reasonable intervals.In our opinion, the frequency of physicalverification is reasonable.

b) In our opinion and according to the informationand explanations given to us, the procedure ofphysical verification of inventories followed bythe management is reasonable and adequatein relation to the size of the Company and the nature of its business.

c) In our opinion and according to the informationand explanations given to us, the Company hasmaintained proper records of inventory anddiscrepancies between the physical stock andbook records which were material in respect ofcertain items of inventories , have been properlydealt in the books of account.

iii) a) The Company has not granted any loan, securedor unsecured to companies, firm or other parties covered in the register maintained undersection 189 of the Companies Act.

b) Clause 3(iii) (a), (b) of the aforesaid order arenot applicable.

iv) In our opinion and according to the information andexplanations given to us, there is adequate internalcontrol system commensurate with the size of theCompany and the nature of its business with regardto purchase of inventory, fixed assets and for thesale of goods and services. During the course of ourAudit we have not come across any continuing failureto correct major weaknesses in the aforesaid internalcontrol system.

v) The Company has not accepted deposits from thepublic within the provisions of section 73 to 76 orany other relevant provisions of the Companies Act,2013 and rules framed there under.

vi) The Central Government of India has not specifiedthe maintenance of cost records under subsection1 of section 148 of the Act in respect of any productof the Company.

vii) a) According to the records of the Companyexamined by us and according to theinformation and explanations given to us, inour opinion the Company has not been regularin depositing undisputed statutory duesincluding Provident Fund, Employees StateInsurance, Income Tax, Sales Tax, Wealth Tax,Service Tax, Duty of Custom, Duty of Excise,Value Added Tax, Cess and any other materialstatutory dues as may be applicable. However,extent of arrears of outstanding statutory duesas at the last day of financial year for a periodof more than six months from the date theybecome payable is nil.

b) According to the records of the Companyexamined by us and according to theinformation and explanations given to us, thereare no dues in respect of income tax, sales tax,wealth tax, service tax, duty of customs, dutyof excise, value added tax or cess which havenot been deposited on account of any disputeexcept as detailed hereunder.


40

Central Excise Act, 1944 Excise 1993-94 3.49 Assistant Commissioner, Central Excise

Excise 2000-01 126.57 Central Excise Service Tax Appellate Tribunal



Orissa & Bihar Excise Act, 1941 Excise 2002-03 21.39 High Court of Orissa

Excise 2003-04 135.75 High Court of Orissa




Excise 2007-08 120.37 District Magistrate & Collector, Nabarangpur




West Bengal Sales Tax Act, 1941 Sales Tax 1986-87 0.16 Assistant Commissioner, Commercial Taxes

Sales Tax 1987-88 0.06 Assistant Commissioner, Commercial Taxes


Central Sales Tax Act, 1956 Sales Tax 1987-88 0.05 Assistant Commissioner, Commercial Taxes


Sales Tax 2000-01 93.56 Central Sales Tax Tribunal

Sales Tax 2001-02 110.00 Sales Tax Tribunal




Orissa Entry Tax Act, 1999 Entry Tax 2000-01 8.11 Sales Tax Tribunal

Entry Tax 2002-03 28.35 Sales Tax Tribunal

Entry Tax 2007-09 11.07 Additional Commissioner, Commercial Taxes

Orissa Sales Tax Act, 1947 Sales Tax 2002-03 1.85 Sales Tax Tribunal

Orissa VAT Act, 2004 VAT 2005-06 17.20 Sales Tax Tribunal

VAT 2007-09 20.38 Additional Commissioner, Commercial Taxes

Income Tax Act, 1961 Income Tax 2008-09 70.28 Commissioner of Income Tax (Appeal)

Name of the Statute Nature of the Dues Rs. in Lacs Forum where dispute is pendingPeriod towhich itrelates

c) There are no amount required to be transferredto Investor Education and Protection Fund inaccordance with the relevant provisions of thecompanies Act, 1956 (1 of 1956) and rulesmade there under.

viii) The accumulated losses of the Company have notexceeded its net worth as at 31st March, 2015. Ithas incurred cash losses in the current financial yearand in the preceding financial year.

ix) As per books and records maintained by the Companyand according to the information and explanationsmade available to us, the Company has not defaulted

in repayment of any dues to financial institutions,banks and debenture holders as at the Balance Sheetdate.

x) In our opinion and according to the information andexplanations given to us, the Company has not givenany guarantee for loans taken by others from anybank or financial institutions during the year.Accordingly the provisions of 3(x) of the Order arenot applicable to the Company.

xi) The Company has not raised any term loans.Accordingly provisions of clause 3(xi) of the Orderare not applicable to the Company.


41

xii) During the course of our examination of the booksof accounts carried out in accordance with thegenerally accepted auditing practices in India forthe purpose of reporting the true and fair view ofthe financial statements, we have neither comeacross any incidence of fraud on or by the Company,nor have we been informed of any such case by theManagement.

2) As required by Section 143(3) of the Act, we reportthat:

(a) We have sought and obtained all theinformation and explanations which to the bestof our knowledge and belief were necessary forthe purpose of our audit.

(b) In our opinion, proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination ofthose books.

(c) The Balance Sheet, the Statement of Profit andLoss, and the Cash Flow Statement dealt withby this Report are in agreement with the booksof account.

(d) In our opinion, the aforesaid financialstatements comply with the AccountingStandards specified under Section 133 of theAct, read with Rule 7 of the companies(Accounts) Rules, 2014.

(e) On the basis of the written representationsreceived from the Directors as on 31st March,2015 taken on record by the Board of Directors,none of the directors is disqualified as on 31stMarch, 2015 from being appointed as a directorin terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be includedin the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, in our opinion and to the best of ourinformation and according to the explanationsgiven to us:

i. The Company has disclosed the impact, ifany, of pending litigations as at 31st March,2015 on its financial position in its financialstatements-Refer Note 2.26 to the financialstatements.

ii. The Company did not have any long-termcontracts including derivative contracts asat 31st March, 2015.

iii. There were no amounts which wererequired to be transferred to the InvestorEducation and Protection Fund by theCompany during the year ended 31stMarch, 2015.

For S M DAGA & CO.Chartered Accountants

Firm Registration Number: 303119ES M DAGAPartnerMembership No.4951

Dated: 9th May, 2015Place: Kolkata


42

BALANCE SHEET AS AT 31ST MARCH, 2015

(Rs. in lacs)

EQUITY AND LIABILITIES1. Shareholders’ Funds

a) Share Capital 2.1 5,279.95 5,279.95b) Reserves & Surplus 2.2 (2,635.53) (1,596.43)

2,644.42 3,683.522. Non-Current Liabilities

a) Long-term borrowings 2.3 75.00 225.00b) Other Long-term liabilities 2.4 789.63 505.39c) Long-term provisions 2.5 207.82 170.49

1,072.45 900.883. Current Liabilities

a) Short-term borrowings 2.6 2,395.88 1,635.34b) Trade payables 2.7 1,807.56 2,052.45c) Other current liabilities 2.8 1,203.98 754.27d) Short-term provisions 2.9 210.92 231.05

5,618.34 4,673.11TOTAL 9,335.21 9,257.51

ASSETS1. Non-current Assets

a) Fixed assets 2.10i) Tangible assets 2,263.32 2,404.06ii) Intangible assets 17.64 35.92iii) Capital work-in-progress 0.57 2.02

b) Non-current investments 2.11 5.00 5.00c) Plantation work-in-progress 169.99 152.11d) Deferred tax assets (net) 2.12 1,732.10 1,148.70e) Long term loans & advances 2.13 1,158.73 1,230.34f) Other Non-Current Assets 2.14 14.45 16.67

5,361.80 4,994.822. Current Assets

a) Inventories 2.15 2,577.23 2,991.33b) Trade receivables 2.16 680.52 530.11c) Cash and Bank Balances 2.17 69.92 84.63d) Short-term loans and advances 2.18 645.74 654.28e) Other current Assets 2.19 - 2.34

3,973.41 4,262.69TOTAL 9,335.21 9,257.51

Significant accounting policies 1(The notes are an integral part of the financial statements)

NOTE 31ST MARCH, 2015 31ST MARCH, 2014

Namrata PriyaCompany Secretary

As per our report of even date:

For S M DAGA & CO.Chartered AccountantsFirm Registration No. : 303119E

S M DagaPartnerMembership No. 4951

Kolkata, 9th May, 2015

N G Khaitan

Prabir Chakravarti

Anand Daga Directors

Vidula Jalan

Amit Kr AgarwalChief Financial Officer

For and on behalf of the Board


43






N G Khaitan

Prabir Chakravarti


Vidula Jalan



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

(Rs. in lacs)

REVENUE FROM OPERATIONSSale 4,391.23 6,268.64

Less : Excise Duty 432.93 673.49

Net Sales 3,958.30 5,595.15

Other Income 2.20 436.46 391.13

Total Revenue 4,394.76 5,986.28

EXPENSES

Cost of Raw materials consumed 2.21 2,240.22 2,405.53

Changes in inventories of finished goods, work-in-progress

and Stock-in-Trade 2.22 232.63 368.84

Employee benefit expenses 2.23 1,032.09 1,192.77

Finance costs 2.24 358.36 280.48

Depreciation and amortisation expense 2.10 161.27 184.55

Other expenses 2.25 1,947.00 2,609.89

Total Expenses 5,971.57 7,042.06

Profit / (Loss) before exceptional and extraordinary items and tax (1,576.81) (1,055.78)

Exceptional Items - -

Profit before extraordinary items and tax (1,576.81) (1,055.78)

Extraordinary Items - -

Profit/(Loss) before tax (1,576.81) (1,055.78)

Tax expenses

Current Tax - -

Deferred tax (569.28) (294.09)

Profit/(Loss) for the year (1,007.53) (761.69)

Earnings per equity share (par value Rs. 10 per share)

Basic (5.50) (4.16)

Diluted (5.50) (4.16)

Significant accounting policies 1

(The notes are an integral part of the financial statements)

NOTE YEAR ENDED YEAR ENDED31ST MARCH, 2015 31ST MARCH, 2014


44

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

A. Cash Flow from Operating Activities:Profit/(Loss) before Tax (1,576.81) (1,055.78)Adjustments for :Depreciation and Amortisation 161.27 184.55Provision for Doubtful Debts - 13.96Loss on sale of Fixed Assets (net) 3.32 -Finance Costs 358.36 270.44Dividend Income from long term investment (other than trade) - (5.00)Operating Profit/(Loss) before Working Capital changes (1,053.86) (591.83)Changes in Working Capital(Inc)/ Dec in Trade Receivables (150.41) 165.70(Inc)/ Dec in Inventories 414.10 387.03(Inc)/ Dec in Long-Term Loans and Advances & Other Non-Current Assets 55.96 (13.11)(Inc)/ Dec in Margin Money 16.98 (3.72)(Inc)/ Dec in Short-Term Loans and Advances & Current Assets 10.88 (10.45)Inc/ (Dec) in Trade Payables & Other Current Liabilities 135.76 (58.85)Inc / (Dec) in Other Long-Term Liabilities 284.24Inc / (Dec) in Long-Term Provisions 37.33 11.92Inc / (Dec) in Short-Term Provisions (20.13) 784.71 24.48 503.00Net cash used in operating activities (269.15) (88.83)

B. Cash Flow from Investing Activities:Purchase of Fixed Assets (55.03) (76.55)Proceeds from sale of Fixed Assets 5.21 -Dividend Income from long term investment (other than trade) - 5.00Net Cash from Investing Activities (49.82) (71.55)

C. Cash Flow from Financing Activities :(Repayments)/Proceeds from Long-Term Borrowings - (105.13)(Repayments)/Proceeds from Short-Term Borrowings 585.34 535.62Interest Paid (264.10) (270.44)Net Cash used in Financing Activities 321.24 160.05Net Increase/(Decrease) in Cash and Cash Equivalents 2.27 (0.33)Cash and Cash Equivalents at the beginning of the year 16.72 17.05Cash and Cash Equivalents at the end of the year 18.99 16.72

(Rs. in lacs)Year ended Year ended

31st March, 2015 31st March, 2014

Notes:1) The above cash flow statement has been prepared under the Indirect Method as set out in the Accounting Standard-3 on Cash Flow Statements.

2) Cash and Cash Equivalents comprise :Balance with banks: 31.03.15 31.03.14

In Current Account 3.36 1.21In Unpaid Dividend Account 15.32 15.34

Cash in Hand 0.31 0.1718.99 16.72






N G Khaitan

Prabir Chakravarti


Vidula Jalan



(Rs. in lacs)

3) Figures for the previous year have been re-grouped wherever considered necessary.This is the Cash Flow Statement referred to in our report of even date.


45

Note: 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES1.1 BASIS OF ACCOUNTING

These financial statements have been prepared inaccordance with the generally accepted accountingprinciples in India under the historical cost conventionon accrual basis. Pursuant to circular 15/2013 dated13th September, 2013 read with circular 08/2014dated 4th April, 2014, till the Standards of Accountingor any addendum thereto are prescribed by CentralGovernment in consultation and recommendationof the National Financial Reporting Authority, theexisting Accounting Standards notified under theCompanies Act, 1956 (the 'Act') shall continue toapply. Consequently, these financial statements havebeen prepared to comply, in all material aspects, withthe accounting standards notified under Section 133read with Rule 7 of the Companies (Accounts) Rules,2014 and the other relevant provisions of theCompanies Act, 1956 (the 'Act').All assets and liabilities have been classified as currentor non-current as per the Company’s normal operatingcycle and other criteria set out in the Schedule VI tothe Act.

1.2 TANGIBLE FIXED ASSETSa) Tangible Fixed Assets are stated at cost of acquisition

or construction including any attributable cost forbringing the asset to its working condition for itsintended use or at revalued amounts wherever suchassets have been revalued.Subsequent expendituresrelated to an item of fixed asset (tangible or intangible)are added to its book value only if they increase thefuture benefits from the existing asset beyond itspreviously assessed standard of performance.

b) Losses arising from retirement of and gain & lossesarising from disposal of fixed assets are recognisedin the Statement of Profit and Loss.

c) Capital Work In Progress is stated at cost.1.3 INTANGIBLE ASSETS

Intangible assets are capitalized where it is expectedto provide future enduring economic benefits. Costsincurred on acquisition of intangible assets arecapitalized.

1.4 DEPRECIATION AND AMORTISATIONa) Depreciation on tangible fixed assets is provided as

per estimated useful life given in Schedule II to the

Companies Act, 2013 after retaining 5% of assetshistorical value.

b) Intangible assets are amortised over its estimateduseful life from the date of its capitalization.

c) Additions on account of exchange fluctuation aredepreciated prospectively over the remaining life ofthe assets.

1.5 IMPAIRMENT OF ASSTES

Assessment is done at each Balance Sheet date as towhether there is any indication that an asset (tangibleand intangible) may be impaired.

An impairment loss, if any, is recognised whereverthe carrying amount of the fixed assets exceeds therecoverable amount i.e. the higher of the assets' netselling price and value in use. The impairment lossrecognised in prior accounting periods is reversed ifthere has been a change in the estimate ofrecoverable account.

1.6 INVESTMENTS

Investments that are readily realisable and areintended to be held for not more than one year fromthe date, on which such investments are made, areclassified as current investments. All other investmentsare classified as long term investments.

Current investments are carried at cost or fair value,whichever is lower. Long-term investments are carriedat cost less write down for any diminution, otherthan temporary, in carrying value.

1.7 INVENTORIES

a) Inventories are valued at lower of cost or net realisablevalue. Cost of finished goods comprise of materialcosts, labour and other appropriate overheads, whereapplicable. Cost for raw materials, stores & sparesare determined on the basis of weighted averagemethod.

b) Inventories of finished goods include goods yet to begraded and marked. Excise duty on finished goodsare provided after grading and marking

c) Spares for specific Plant & Machinery are amortizedover the useful life of the related Plant & Machinery,as estimated by the management.

d) Inventories are written down for obsolete/slowmoving/non-moving items, wherever necessary.

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015


46

1.8 PLANTATION WORK-IN-PROGRESS

Plantation work-in-progress is stated at cost.

Plantation work-in-progress includes cultivation andother expenses allocable to the same, which arecarried forward till the commercial exploitation ofthe plantations raised. The wood procured onharvesting is transferred to the operations at theestimated proportionate cost incurred till harvestingand the corresponding amount is adjusted againstthe plantation work-in-progress.

Plantation Work-in-Progress also includes cost ofraising/procurement of seedlings which are adjustedat the time of sale/consumption of such seedlings.

1.9 CDM PROJECT

The expenses incurred in relation to the CDM Projecthave been shown under the head Advances and theappropriation for such expenses shall be accountedfor in the year of realisation of Carbon Credit.

1.10 FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currency are recorded at theexchange rates prevailing on the date of transactions.Monetary assets and liabilities related to foreigncurrency transactions remaining unsettled at the endof the year are reinstated at exchange rates prevailingon that date. The resultant exchange differencesarising from settlement of foreign currencytransactions and from the year-end restatement arerecognised in the Statement of Profit and Loss.

1.11 REVENUE

Revenue from sale of goods are recognised when thesignificant risks and rewards of ownership in thegoods are transferred to the buyer as per the termsof the contract. It includes excise duty but excludesvalue added tax/sales tax, trade discounts, returns,as applicable.

1.12 EMPLOYEE BENEFITS

Short term Employee Benefits

Short-term Employee Benefits (i.e. benefits fallingdue within one year after the end of the period inwhich employees render the related service) arerecognised as expenses in the period in whichemployee services are rendered as per the Company's

scheme based on expected obligations onundiscounted basis.

Post Employment Benefit Plans

Under Defined Contribution Plans, contributionspayable in keeping with the related schemes arerecognised as expenses for the year.

For Defined Benefit Plans, the cost of providingbenefits is determined using the ̀ Projected Unit CreditMethod’, with actuarial valuations carried out at eachBalance Sheet date. Actuarial gains and losses arerecognised as income or expenditure immediately infull in the Statement of Profit and Loss for the yearin which they occur. The retirement benefit obligationrecognised in the Balance Sheet represents thepresent value of the defined benefit obligation asadjusted for unrecognized past service cost, if anyand as reduced by the fair value of scheme assets.

Other Lomg-term Employee Benefits

Leave encashment/Compensated Absence isdetermined using Projected Unit Credit Method withactuarial valuation being carried out at each BalanceSheet date. Actuarial gains and losses and past servicecost are recognised immediately in the Statement ofProfit and Loss for the year in which they occur. Otherlong-term employee benefits obligation arerecognised on actual basis at each Balance Sheetdate.

1.13 BORROWING COST

- General and specific borrowing costs directlyattributable to the acquisition, construction orproduction of qualifying assets, which are assets thatnecessarily take a substantial period of time to getready for their intended use or sale, are added to thecost of those assets, until such time as the assets aresubstantially ready for their intended use or sale. Allother borrowing costs are recognised in the statementof Profit and Loss in the period in which they areincurred.

1.14 SHARE ISSUE EXPENSE

- Share issue expenses incurred for issue of 7.5% Non-cumulative Redeemable Preference Share areamortized over the period Shares remain outstanding.


47

1.15DEFERRED REVENUE EXPENSES

Deferred revenue expenses are written off in fiveequal installments commencing from the year inwhich these expenses are incurred.

1.16 INCOME TAX

- Tax expense comprises current and deferred tax.Current income tax is measured at the amountexpected to be paid to the tax authorities inaccordance with the Income-tax Act, 1961.

- Deferred tax assets and liabilities arising on accountof timing differences and which are capable of reversalin subsequent periods are recognised using the taxrates and tax laws that have been enacted orsubstantively enacted.

1.17LEASES

Leases in which a significant portion of the risks andrewards of ownership are retained by the lessor areclassified as operating leases. Payments made underoperating leases are charged to the Statement ofProfit and Loss.

1.18CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash in hand,demand deposits with banks, other short-term highlyliquid investments with original maturities of threemonths or less.

1.19EARNING PER SHARE

Basic earning per share is calculated by dividing thenet profit /(loss) for the period attributable to equityshareholders by the weighted average number ofequity shares outstanding during the period. Earningsconsidered in ascertaining the Company’s earningsper share is the net profit/(loss) for the period afterdeducting preference dividends and any attributabletax thereto for the period. The weighted averagenumber of equity shares outstanding during theperiod and for all periods presented is adjusted forevents, such as bonus shares, other than the

conversion of potential equity shares, that havechanged the number of equity shares outstanding,without a corresponding change in resources. Forthe purpose of calculating diluted earnings per share,the net profit /(loss) for the period attributable toequity shareholders and the weighted averagenumber of equity shares outstanding during theperiod is adjusted for the effects of all dilutivepotential equity shares.

1.20PROVISIONS AND CONTINGENT LIABILITIES

Provisions : Provisions involving substantial degreeof estimation in measurement are recognised whenthere is a present obligation as a result of past eventsand it is probable that there will be an outflow ofresources.

- Contingent Liabilities : Contingent liabilities aredisclosed when there is a possible obligation arisingfrom past events, the existence of which will beconfirmed only by the occurrence or non occurrenceof one or more uncertain future events not whollywithin the control of the company or a presentobligation that arises from past events where it iseither not probable that an outflow of resources willbe required to settle or a reliable estimate of theamount cannot be made.

1.21USE OF ESTIMATES

The presentation of financial statements in conformitywith Indian GAAP requires the management to makejudgements, estimates and assumptions that effectthe reported amounts of revenues, expenses, assetsand liabilities and the disclosure of contingentliabilities, at the end of the reporting period. Althoughthese estimates are based on the management‘s bestknowledge of current events and actions, uncertaintyabout these assumptions and estimates could resultin the outcomes requiring a material adjustment tothe carrying amounts of assets or liabilities in thefuture periods.

(Rs. in lacs)

Note 2.1Share Capital

Authorised2,50,00,000 Equity shares of Rs.10/- each 2,500.00 2,500.0035,00,000 7.5% Non-cumulative Redeemable Preference 3,500.00 3,500.00

Shares of Rs.100 each 6,000.00 6,000.00Issued, subscribed and paid up capitalEquity Share Capital

1,83,27,400 Equity shares of Rs.10/- each, fully paid 1,832.74 1,832.74Forfeited shares (Amount originally paid up) 0.21 0.21Total 1,832.95 1,832.95

Preference Share Capital34,47,000 7.5% Non-cumulative Redeemable Preference

Shares of Rs.100 each, fully paid 3,447.00 3,447.00Total 3,447.00 3,447.00Total Share Capital 5,279.95 5,279.95

31ST MARCH, 2015 31ST MARCH, 2014

Notes :

a Reconciliation of Number of Shares

Equity SharesShare outstanding as at the beginning of year 1,83,27,400 1,83,27,400Share outstanding as at the end of year 1,83,27,400 1,83,27,4007.5% Non-cumulative Redeemable Preference SharesShare outstanding as at the beginning of year 34,47,000 34,47,000Share outstanding as at the end of year 34,47,000 34,47,000

b Rights, preferences and restrictions attached to sharesEquity SharesThe Company has one class of Equity Shares having par value of Rs 10/- per share. Each Shareholder is entitled to one vote per share and equalright for dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after paymentof all preferential amounts in proportion to their shareholding.

7.5% Non-cumulative Redeemable Preference Shares7.5% Non- Cumulative Redeemable Preference shares of Rs.100 each are redeemable at par within a period not exceeding nine years from thedate of allotment i.e 10th October 2012. In the event of liquidation, the preference shareholders are eligible to receive the paid up value ofthe preference share, if any out of the remaining assets of the Company in preference to equity shareholders.

c The Company does not have any Holding company / ultimate Holding Company.

d Details of shares held by shareholders holding more than 5% of aggregate shares in the Company

e No Equity shares have been reserved for issue under options and contracts/commitments for the sale of shares / disinvestment as atthe Balance Sheet date.

Name of Shareholders AS AT 31ST MARCH, 2015 AS AT 31ST MARCH, 2014No. of shares % No. of shares %

Equity shares of Rs.10 each fully paidCentury Textiles & Industries Limited 2,762,154 15.07 2,560,000 13.97Kesoram Industries Limited 2,528,462 13.80 2,528,462 13.80Padmavati Investment Limited 1,094,999 5.97 1,094,999 5.97Aditya Marketing and Manufacturing Limited 1,069,933 5.84 1,069,933 5.847.5% Non-cumulative Redeemable PreferenceShares of Rs.100 each fully paidMangalam Cement Limited 3,447,000 100.00 3,447,000 100.00

2. Notes to the Financial Statements


48

Note 2.2

Reserves and Surplus

Surplus

Balance at the beginning of the year (1,596.43) (834.74)

Add: Net Profit/(Loss) for the year (1,007.53) (761.69)

Amount available for appropriation (2,603.96) (1,596.43)

Add : Adjustment for transition provision of Schedule II of Co Act, 2013 (31.58) -

Balance at the end of the year (2,635.53) (1,596.43)

(2,635.53) (1,596.43)

Note 2.3

Long-term Borrowings

Secured

Deferred payment Liabilities - 0.20

Current Maturities Total - 0.20

Total Secured - 0.20

Unsecured

Deposit from Bodies Corporate

Other than related parties 75.00 225.00

Non-Current Maturities Total 75.00 225.00

Deposit from Bodies Corporate

Other than related parties 150.00 175.00

Current Maturities Total 150.00 175.00

Total Unsecured 225.00 400.00

Long Term Borrowings :

Non-Current Maturities Total 75.00 225.00

Current Maturities Total 150.00 175.20

225.00 400.20

Note 2.4

Other Long-term Liabilities

Security Deposits 789.63 505.39

789.63 505.39

Note 2.5

Long-term Provisions

Provision for Employee Benefits

Provision for Gratuity 143.65 113.27

Provision for Leave Encashment 64.17 57.22

207.82 170.49


(Rs. in lacs)


49

Notes:

Secured by prior charge by way of hypothecation of stocks, debts and other current assets and second charge over entire fixed assetsboth present and future.


Note 2.6Short-term Borrowings

SecuredCash Credit (Refer note below) 1,370.88 1,275.34UnsecuredInter-Corporate Deposits

from related parties 460.00 360.00from Others 565.00 -

Total 2,395.88 1,635.34

(Rs. in lacs)

Note 2.7Trade Payables

For Goods and Services 1,807.56 2,052.451,807.56 2,052.45

Note 2.8Other current Liabilities

Current Maturities of Long Term Debt (Refer Note 2.3) 150.00 175.20Interest accrued but not due on borrowings 38.58 21.14Interest accrued and due on borrowings 93.14 20.97Interest accrued and due on deposit 73.93 69.28Unclaimed Dividend 15.32 15.34Advance from Customers 366.98 95.12Other Liabilities 466.03 357.22

1,203.98 754.27Note 2.9Short-term Provisions

Provision for employee benefitsProvision for Gratuity 6.82 18.68Provision for Leave Encashment 7.63 15.91OthersProvision for Income Tax 160.72 160.72Provision for Wealth Tax - (0.01)Provision for Fringe Benefit Tax 35.75 35.75

210.92 231.05


50

Note

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51

Note 2.11Non-current Investments (At cost)

Other InvestmentsInvestments in equity instruments (Unquoted)(fully paid up)50,000 (Previous Year: 50,000) equity shares of Rs.10 each

of Kesoram Insurance Broking Services Limited 5.00 5.00 5.00 5.00

Note 2.12Deferred tax assets

Unabsorbed depreciation and carried forward loss as perIncome tax laws 1,938.29 1,380.87Difference between written down value of block of assets asper Income Tax Act and WDV of fixed assets as per books (361.44) (314.23)Expenditure disallowable u/s 43B of the Income Tax Act 115.42 56.35Provision for doubtful debts 25.71 25.71

1,717.98 1,148.70Note 2.13Long term loans & advances

Unsecured considered goodBalance with Excise Authorities 224.78 224.80Security Deposits 151.71 144.35Deferred revenue expense 18.15 7.93Other Advances 764.09 853.26

1,158.73 1,230.34Note 2.14Other Non-Current Assets

Share Issue Expenses 14.45 16.6714.45 16.67

Note 2.15Inventories (at lower of cost or net realisable value)

Raw Materials 243.86 405.63Material in Process 0.42 1.43Finished Goods (Refer Note) 2,013.80 2,246.16Stock-in-Trade 37.49 37.50Stores and Spares 281.66 300.61

2,577.23 2,991.33Note: Stock of finished goods includes stock in transit Rs.42.88 lacs

(Previous Year Rs.68.65 lacs).Note 2.16Trade receivables

Outstanding for a period exceeding six monthsfrom the date they are due for payment

Secured, considered good 99.12 42.46Unsecured, considered good 179.12 171.29Unsecured, considered doubtful 83.21 83.21Less: Provision for doubtful debts (83.21) (83.21)

278.25 213.75Other Receivables

Secured considered good 117.86 177.13Unsecured considered good 284.41 139.23

680.52 530.11

Note: Trade receivables are secured to the extent of security deposits received from respective parties.


(Rs. in lacs)


52

Note 2.17Cash and Bank Balances

Cash and Cash EquivalentsBalance with banks:

In Current Account 3.36 1.21 In Unpaid Dividend Account 15.32 15.34Cash in Hand 0.31 0.17

18.99 16.72Other Bank Balances Balance with banks held as Margin Money 50.93 67.91

69.92 84.63Note 2.18Short-term loans and advances

Unsecured-Considered goodAdvances recoverable in cash or in kind or for valueto be received 307.84 318.76Loans & Advance to officers of the company 0.36 2.63Prepaid Expenses 23.35 28.22Payment of Income Tax 165.87 187.82Payment of Fringe Benefit Tax 39.36 39.36Deferred revenue expense 6.93 2.64Others 102.03 74.85

645.74 654.28Note 2.19Other current assets

Interest Receivable - 2.34- 2.34

Note 2.20Other Income

Interest Income 14.81 12.59Dividend Income (Non Current, Other Investment) - 5.00Insurance Claim 1.40 6.11Liabilities no longer required written back 312.06 321.35Miscellaneous Income 108.19 46.08

436.46 391.13Note 2.21Cost of Raw Materials Consumed

Opening Stock 405.63 426.36Add: Purchase 2,078.45 2,384.80

2,484.08 2,811.16Less: Closing Stock 243.86 405.63

2,240.22 2,405.53Details of Raw Materials Consumed

Wood 962.07 1,066.82T.G. Urea 314.31 184.38Formaline 329.08 495.45Melamine 220.64 294.60Paper 140.92 164.84Others 273.18 199.44

2,240.22 2,405.53

(Rs. in lacs)



53

Note 2.22Changes in Inventories of Finished Goods,

Work-in-Progress and Stock-in-TradeOpening Stock

Finished Goods 2,246.42 2,615.18Stock-in-Trade 37.50 37.58

2,283.92 2,652.76Closing Stock

Finished Goods 2,013.80 2,246.42Stock-in-Trade 37.49 37.50

2,051.29 2,283.92 232.63 368.84

Note 2.23Employee Benefit Expenses

Salaries and Wages 884.15 1,039.25 Contribution to Provident and Other funds 43.64 48.65Contribution to Gratuity fund 21.30 26.52

Staff Welfare expenses 83.00 78.35 1,032.09 1,192.77

Note 2.24Finance Costs

Interest Expenses 358.36 270.44Other Borrowing Cost - 10.04

358.36 280.48Note 2.25Other Expenses

Consumption of Stores and Spare parts 187.09 268.65Power and Fuel 897.84 1,070.74Repairs to Buildings 3.13 4.80Repairs to Machinery 17.77 25.75Repairs and Maintenance - others 0.45 0.56Commission and Discount on sales 45.83 77.21Freight, Forwarding, Transportation 453.97 685.30Selling & Advertisement Expenses 20.02 68.48Travelling and Conveyance 32.52 74.52Loss on exchange fluctuation (Net) 0.01 4.65Rent 55.71 72.05Insurance 25.96 27.23Rates and Taxes 23.72 20.61Provision for Doubtful debts - 13.96Legal and Professional charges 29.79 42.28Auditor's remuneration: For audit fees 3.08 2.85 For taxation matters 0.55 0.55 For other services 0.56 0.66Director's sitting fees 3.38 3.55Prior period expenses 1.74 8.14Loss on sale of Fixed Assets 3.32 -Miscellaneous Expenditure 140.56 137.35

1,947.00 2,609.89

(Rs. in lacs)



54

2. Royalty on wood had been increased by theGovernment of Odisha with retrospective effect from1st April, 1988 vide its letter dated 2nd September,1993 against which the Company had filed a writpetition before the Odisha High Court. The OdishaHigh Court vide its order dated 16th May, 1995 hadupheld the writ petition of the Company.Government of Odisha had filed a Special LeavePetition before the Supreme Court. The Hon’bleSupreme Court vide its order dated 11th November,2003 has dismissed the special leave petition filedby the Government of Odisha and upheld thedecision of the Hon’ble High Court of Odisha passedin favour of the Company. The Hon’ble SupremeCourt had also directed the Govt. of Odisha toimplement the judgement of the Hon’ble High Courtof Odisha expeditiously and in any case within aperiod of four months from the date of the order ofthe Supreme Court. Subsequently, Government ofOdisha has lodged a claim for Rs.303.49 lacs (net ofexcess amount of royalty paid by the Company inearlier years) on the Company on account of allegedfailure in taking up replantation in the area harvestedby the Company. This claim has been denied by theCompany. In terms of the Supreme Court judgement,the Company has lodged its claim with theGovernment of Odisha, the monetary value of whichis much higher in comparison to the claim lodgedby the Govt. of Odisha against the Company, tohonour its commitments made to the Company asdirected by the Hon’ble High Court of Odisha andupheld by the Hon’ble Supreme Court. TheManagement is of the view that no provision againstthe said demand is necessary, as no liability is likelyto arise on this account and Rs.81.04 lacs paid inearlier year and included under advances recoverablehas been considered good of recovery.

3. Government of Odisha has issued Demand Noticefor Rs.1224.92 Lacs towards License fees, Importfees, Excise Duty, Pass fees, Application fees onimport of Methanol into Odisha without obtaininglicense from competent authority from the year2002-03 to 2010-11.The Company has already taken license fromconcerned authorities and challenged above demandon the ground that as methanol is imported fromother countries, provision of Odisha Excise (MethanolAlcohol) Rules 1976 are not applicable for use ofMethanol as raw material.The Company has obtained interim stay on abovematter from the Hon’ble High Court of Odisha atCuttack on 20.11.08, for Rs.847.00 Lacs and forRs.223.57 Lacs furnished Indemnity Bond.

A further demand has been received for the year2009-10 & 2010-11 totaling Rs.154.20 lacs for whichnecessary documents has been submitted for signingof Indemnity Bond.Pass fees paid for import of Methanol into Odishaamounting to Rs. 224.41 lacs for the year 2007-08,2008-09, 2009-10 , 2010-11 & 2011-12 has beenshown as advance which is considered as good forrecovery, since the management is of the view thatno liability is likely to arise on this account in future.

4. Demand for Rs.27.32 Lacs against Delay paymentSurcharge from Odisha State Electricity Board hasnot been accepted by the Company and the matteris under dispute. However, as a matter of abundantcaution an equivalent amount has been providedfor to take care of the liability, if any, in this respect.

Note 2.26 Disclosure to Financial Statements

1. Contingent liabilities not provided for in respect of :a) Sales Tax matters pending in appeal 480.31 483.54b) Entry Tax matters pending in appeal 47.53 47.53c) Income Tax matter pending in appeal 70.28 70.28d) Excise/Service Tax matters as under :

i) Excise matters pending in appeal 135.82 135.82ii) Service Tax on Outward Freight 52.21 52.21

e) State Excise matters pending in appeal 1,224.92 1,224.92f) Bank guarantees given in favour of District

Magistrate and Collector Nabarangpur andremaining outstanding 5.00 5.00

g) Demand of Electricity Duty raised by SouthernElectricity Supply Company of Odisha Ltd. for theperiod from April, 2008 to January, 2011 70.53 70.53(part of BIFR period). [Also refer Note No 2.26(10)]

31ST MARCH, 2015 31ST MARCH, 2014(Rs. in lacs)


55

7. Tax credit shall be allowed to the extent of amountof MAT paid in earlier years depending upon theprofits earned by the Company in future years, inaccordance with the provisions of Section 115JAAof the Income Tax Act, 1961.

8. In accordance with the license granted by theGovernment of Odisha in the year 1986, the Companyhad undertaken plantation in certain Governmentland which is ready for harvesting. Despite consistentfollow up, the Government did not allow theCompany to harvest the plantation on the pretextthat the Special Leave Petition filed by theGovernment of Odisha was pending before theHon’ble Supreme Court. The Hon’ble Supreme Courthad dismissed the Special Leave Petition filed by theGovernment of Odisha in the royalty matter, as

referred to in Note No.2 above. Since theGovernment of Odisha had not allowed the Companyto harvest the plantation done by the Company evenafter the dismissal of Special Leave Petition filed bythe Government of Odisha, the Company had noalternative but to file a Writ Petition in the HighCourt of Odisha seeking direction to allow theCompany to harvest the plantation done by theCompany on its own cost on Government land andalso other stipulations relating to rate of royalty andweighment norms. The Hon'ble High Court of Odishahad vide its order dated 8th July, 2004, had withoutexpressing any opinion with regard to merits of thecontentions raised by the Company, disposed of thepetition with a direction to the Government of Odisha

B) Disclosure required for related party transactionsEnterprises over which significant

Transactions Key Management Personnel influence exercised by Directors

Remuneration 2.01 -(28.37) (-)

Interest on Inter Corporate deposit - 36.27(-) (23.50)

Inter Corporate Deposit - 100.00(-) (360.00)

Reimbursement of Rent - 9.00(-) (-)

Outstanding at year endInter Corporate Deposit - 460.00

(-) (360.00)Interest on Inter Corporate - 32.64Deposit (-) (21.14)

Remuneration 0.16 -(-) (-)

Note : Figures for previous years have been given in brackets.

A) List of related parties:Party Relation

i) Key Management PersonnelShri Tara Chand Sharma Manager(Appointed w.e.f. 14.05.2014)

ii) Enterprises over which significant influence exercised by Director :Mangalam Cement Ltd. Smt. Vidula Jalan

6. Related party information as identified by the management as per Accounting Standard-18 on Related PartyDisclosure issued by Central Government.

5. SEGMENT INFORMATIONa. The Company operates in one segment only i.e.

Medium Density Fibre Board and accordinglyinformation required under AccountingStandard-17 issued by Central Government isnot applicable.

b. In order to sustain long-term availability offirewood, principal raw material for theCompany’s main product- Medium Density Fibre

Board, the Company is engaged in plantationunder various schemes on the land owned bythird parties. The Company’s role is to developand supply seedlings to such third parties. Sincedevelopment of seedlings is an integral part ofplantation activity which is incidental to mainactivity of the Company, this operation hasnot been treated as a separate segment underAccounting Standard – 17 issued by CentralGovernment.


56


57

and its various officers to dispose of therepresentations made to them strictly in accordancewith law as expeditiously as possible preferablywithin a period of six months. In compliance withthe directions from the Hon’ble High Court of Odisha,the Government has reiterated its claim forrecovering cost of plantation on 244.825 hectares.The Company has denied its liability to any suchclaim.

9.(i) The Company has undertaken Plantation under FarmForestry Scheme, inter-alia, in the State ofChhattisgarh in association with the forestdepartment of Chhattisgarh Government. As per theagreement part sale consideration of supply ofseedlings is to be paid to the Company at the timeof harvesting of the plantation. Accordingly, part saleconsideration of Rs. 73.38 lacs relating to earlieryears along with interest will be received by theCompany at the time of harvesting. Based on thelegal opinion obtained by the Company, the samewill be accounted for in the year in which theplantation is harvested.

(ii) The Company has undertaken Plantation under FarmForestry Scheme, inter-alia, in the State of Odisha inassociation with the Farmers by bipartite agreement. As per the agreement part sale consideration ofsupply of seedlings is to be paid to the Company atthe time of harvesting of the plantation. Accordingly,part sale consideration of Rs. 0.96 lacs relating tothis year along with interest will be received by theCompany at the time of harvesting. Based on thelegal opinion obtained by the Company, the samewill be accounted for in the year in which theplantation is harvested.

(iii) Company has entered into a tripartite agreementunder VSS (Vana Surakhya Samiti) scheme comprising

Company, Farmer and Forest Dept. As per the saidagreement the Company will identify Farmers, theirland and sell the high quality Seedlings to them aswell as provide technical assistance till 4 to 5 yearsand will buy back the plantation after that at therate finalized by CPT (Cluster Plantation Team). Thiswill help the Company in procuring Raw Materialsat easy and convenient mode.

10. Pursuant to Rehabilitation Scheme sanctioned byBoard of Industrial & Financial Reconstruction (BIFR),the Company is exempted from payment of electricityduty on power consumed for a period of 10 yearsfrom the date of sanction of the scheme. BIFR hasdischarged the Company from the purview of SickIndustrial Companies (Special Provision) Act,1985.

Accordingly Rs. 197.75 Lacs being amount paid forthe period from 1st April, 2000 to 31st March, 2008and considered as income in earlier years have beenshown as Other Advance under Long Term Advance.

Based on legal opinion obtained by the Company, allterms and conditions so far not implemented byrespective agencies as stated in the RehabilitationScheme sanctioned by BIFR are still in force.

11. The Company’s CDM Project already been registeredat UNFCCC and pending completion of certainprocedural formalities tCER unit has not yet beenreceived

12. Trade Receivables outstanding for more than sixmonths from the date they are due for paymentincludes Rs.288.19 Lacs (Previous Year Rs.213.72Lacs) which have become overdue. Legal and otherpersuasive steps have been taken for recovery ofsuch debtors. Such debtors have been consideredgood and eventually recoverable. Accordingly, noprovision against the same has been considerednecessary.


(Rs. in lacs)13. CIF VALUE OF IMPORTS

Raw Materials 34.69 134.92Stores & Spares 3.09 11.47

14. CONSUMPTION OF IMPORTED AND INDIGENOUS RAW MATERIALS, STORES AND SPARES :

31ST MARCH, 2015 31ST MARCH, 2014% of total Value % of total Value

Consumption (Rs. In Lacs) Consumption (Rs. In Lacs)A Raw Materials consumed

Imported 2.00 44.76 6.18 148.63Indigenous 98.00 2,195.44 93.82 2,256.90

100.00 2,240.20 100.00 2,405.53B Stores and Spare Parts

Imported 8.27 15.47 10.08 27.07Indigenous 91.73 171.62 89.92 241.58

100.00 187.09 100.00 268.65

The estimates of future salaries increases, considered in actuarial valuations, take in to account the inflation, seniority, promotionand other relevant factors such as supply and demand in employment market.

(III) The company has classified various employee benefits as under:

Year Ended Year Ended 31st March, 2015 31st March, 2014

(A) Defined Contribution PlansThe company has recognised the following amounts in theStatement of Profit and Loss for the year :(i) Contribution to Provident Fund 20.25 28.27(ii) Contribution to Employees’ Pension Scheme 19.47 16.64(iii) Contribution to Employees’ State Insurance Scheme 1.22 1.40

(B) Defined Benefit PlansValuations in respect of Gratuity & Leave Encashmenthave been carried out by independent actuaryas at the Balance Sheet date(i) Discount Rate (per annum) 7.80% 9.25%(ii) Rate of increase in Compensation Levels 7.00% 7.00%(iii) Rate of Return on Plan Assets 8.00% 8.00%(iv) Mortality Rate LIC (2006-08) ultimate LIC (2006-08) ultimate

15. EMPLOYEES BENEFIT(I) Defined Benefit Plans

GratuityThe Company provides for gratuity, a defined benefitretirement plan covering eligible employees. As perthe scheme of the Gratuity Fund Trust, administeredand managed by the Independent Board of Trustees,the Company first makes the payment to vestedemployees at retirement, death, incapacitation ortermination of employment of an amount based onthe respective employee’s salary and the tenure ofemployment and then gets the reimbursement fromit. Vesting occurs upon completion of five years ofservice. Liabilities with regard to the Gratuity Planare determined by actuarial valuation.Leave EncashmentThe Company makes the annual provision in theStatement of Profit and Loss for the leave liabilityon the basis of the actuarial valuation for the LeaveEncashment Scheme which is an unfunded plan forthe qualified employees.

(II) Defined Contribution PlansProvident FundThe employees of the Company receive definedcontribution for Provident Fund benefit. Aggregatecontributions along with interest thereon are paidat retirement, death, incapacitation or terminationof employment. Both the employees and thecompany make monthly contributions at specifiedpercentage of the employee’s salary to the concernedProvident Fund Authorities. The Company has noliability to Fund the shortfall in the interest over thestatutory rate declared by the Government.Employees State InsuranceBoth the employees and the Company make monthlycontributions at specified percentage of theemployee’s salary to the concerned ESI Authorities.Other Defined contribution for Employee BenefitsThe defined contribution for Employees StateInsurance, Leave Travel Allowance and MedicalReimbursements are recognised on actual basis inthe Statement of Profit & Loss in the year when theeligible employee actually renders the service.

(Rs. in lacs)


58

Gratuity Leave Encashment andCompensated Absence

(funded) (unfunded)31.03.15 31.03.14 31.03.15 31.03.14

* Includes Rs. 2.23 Lacs and Rs. 12.08 Lacs of gratuity and leave encashment respectively relating to employees who are no morewith the Company and outstanding pertaining to them has been transferred to other liabilities.

(i) Changes in the Present Value of Obligation(a) Opening Present Value of Obligation 161.68 151.11 76.91 72.73(b) Interest Cost 14.13 11.58 7.00 5.51(c) Past Service Cost - - - -(d) Current Service Cost 12.99 14.04 11.56 11.31(e) Curtailment Cost / (Credit) - - - -(f) Settlement Cost / (Credit) - - - -(g) Plan Amendments Cost/(Credit) - - - -(h) Benefits Paid (17.81) (16.30) (2.56) (9.36)(i) Actuarial Loss / (Gain) (4.17) 1.25 (7.08) (3.28)(j) Closing Present Value of Obligation 166.82 161.68 85.83 76.91

(ii) Changes in the Fair value of Plan Assets(a) Opening Fair Value of Plan Assets 29.72 43.03 3.79 12.16(b) Expected Return on Plan Assets 1.68 2.79 0.22 0.62(c) Actuarial Gain / (Loss) 0.25 0.20 (0.07) (0.06)(d) Employers’ Contributions 0.28 - 0.43 0.43(e) Benefits Paid (17.81) (16.30) (2.56) (9.36)(f) Closing Fair Value of Plan Assets 14.12 29.72 1.81 3.79

(iii) Category of Plan AssetsAdministered by Life Insurance Corporation of India 100% 100% 100% 100%

(iv) Reconciliation of the Present Value of Defined Benefit Obligationand the Fair Value of Assets(a) Present Value of Funded Obligation 166.82 161.68 - -(b) Fair Value of Plan Assets 14.12 29.72 1.81 3.79(c) Funded (Asset) Liability recognised in the Balance Sheet (Net) 152.70 131.96 84.02 73.12(d) Present Value of Unfunded Obligation - - 85.83 76.91(e) Unrecognised Past Service Cost - - - -(f) Unrecognised Actuarial (Gains) / Losses - - - -(g) Unfunded Net Current Liability recognised in the Balance Sheet 9.05 18.68 19.71 15.91(h) Unfunded Net Non-Current Liability recognised in 143.65 113.28 64.31 57.21

the Balance Sheet(v) Amount recognised in the Balance Sheet

(a) Present Value of Obligation 166.82 161.68 85.83 76.91(b) Fair Value of Plan Assets 14.12 29.72 1.81 3.79(c) Current (Asset) / Liability recognised in the Balance Sheet (Net) 9.05* 18.68 19.71* 15.91(d) Non Current (Asset) / Liability recognised in the 143.65 113.28 64.31 57.21

Balance Sheet (Net)(vi) Expenses recognised in the Statement of Profit and Loss

(a) Current Service Cost 12.99 14.04 11.56 11.31(b) Past Service Cost - - - -(c) Interest Cost 14.13 11.58 7.00 5.51(d) Expected Return on Plan Assets (1.68) (2.79) (0.22) (0.62)(e) Curtailment Cost / (Credit) - - - -(f) Settlement Cost / (Credit) - - - -(g) Net actuarial (Gain) / Loss (4.42) 1.05 (7.01) (3.22)(h) Total Expenses recognised in the Statement of Profit & Loss 21.02 23.88 11.33 12.98

(Rs. in lacs)


59

16. i) The Gratuity scheme is invested in a Group Gratuity policy offered by Life Insurance Corporation (LIC) ofIndia.The information on the allocation of the fund into major asset classes and expected return on eachmajor class are not readily available. The expected rate of return on plan assets is based on the assumedrate of return provided by the Company’s Actuary.

ii) The Leave Encashment scheme is invested in a Group Leave Encashment policy offered by Life InsuranceCorporation (LIC) of India. The information on the allocation of the fund into major asset classes and expectedreturn on each major class are not readily available. The expected rate of return on plan assets is based onthe assumed rate of return provided by the Company’s Actuary.

17. EARNING PER SHARE

18. DERIVATIVE INSTRUMENTSThe Company does not enter into any derivative instruments for trading or speculative purposes.

19. MICRO ENTERPRISES AND SMALL ENTERPRISESThere are no Micro and Small enterprises, to whom the Company owes dues, which are outstanding for morethan 45 days as at 31st March, 2015. This information as required to be disclosed under the Micro, Small andMedium Enterprises Development Act, 2006 has been determined to the extent such parties have identified onthe basis of information available with the Company. This has been relied upon by the auditors

20. Previous year's figures have been regrouped/rearranged wherever considered necessary.

2014-15 2013-14Number of Equity Shares at the beginning of the year 18327400 18327400Number of Equity Shares at the end of the year 18327400 18327400Nominal value of each Equity Share (Rs) 10 10Profit/(Loss) after tax (Rs in Lacs) (1,007.53) (761.69)Earning Per Share (Basic and Diluted) (Rs) (5.50) (4.16)






N G Khaitan

Prabir Chakravarti


Vidula Jalan




60

moneycontrol.com · 2015. 8. 18. · notice is hereby given that the 31st annual general meeting of...

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