To the Members,
Your Directors have the pleasure in presenting the 38th Annual Report of the Company,
together with the
audited ??nancial statements of the company for the ??nancial year ended 31st March
2024.
FINANCIAL HIGHLIGHTS (STANDALONE)
Your Company's performance for the year ended 31st March, 2024 is summarized as
under :
(Rs. In Lakhs)
| Particulars |
2023-24
|
2022-23
|
| Sales (Net of Taxes) |
13,436.62 |
14,622.09 |
| Other Income |
25.04 |
554.19 |
| Total Income |
13,461.66 |
15,176.28 |
| Operating Expenses |
15535.79 |
13,995.99 |
| Finance Cost |
7,303.98 |
7,139.07 |
| Depreciation |
737.40 |
1,106.07 |
| Prior Period Expenses |
(0.17) |
(37.90) |
| Pro??t/(Loss) before Tax |
(10115.67) |
(7026.94) |
| Income Tax |
|
|
|
-Current Tax
|
|
- |
|
-Deferred Tax
|
204.46 |
56.48 |
| Pro??t/(Loss) after Tax |
(9911.22) |
(7083.43) |
TRANSFER TO RESERVE
During the year under review the Company has incurred losses,
therefore, no fund is available to transfer into reserve.
DIVIDEND
The company has incurred losses during the year under review, therefore, your Directors
do not
recommend any dividend for the ??nancial year ended 31st March, 2024.
STATE OF COMPANY'S AFFAIRS
The Company was classi??ed as NPA back in December 2016. Your company
was taken into the securitization process by its secured ??nancial creditor i.e. State
Bank of India and Central Bank of India under Securitisation and Reconstruction of
Financial Assets and Enforcement of Securities Interest Act, 2002 (SARFAESI Act). State
Bank of India and Central Bank of India in the year 2019, had assigned their debts
(approx. 76% of the total secured ??nancial debt) to M/s UV Asset Reconstruction Company
Limited (UVARCL), an Asset Reconstruction Company (ARC) under the SARFAESI Act, 2002
through swiss challenge method and accordingly the loan account was assigned from SBI and
CBI to UVARCL in the books of the Company. Further in August 2022, UVARCL acquired the
remaining 24% ??nancial debt of the Company from its secured ??nancial creditor (Formerly
known as United Bank of India), Punjab National Bank under SARFAESI Act, 2002 resulting in
acquisition of 100% ??nancial debt of the Company by UVARCL.
The Company had major three assets in its Books of Accounts, one asset
(Land, Building and operational Plant & Machinery) in Patratu, Jharkhand and others
two non-operational assets in Asansol i.e. Mauza Dharma (10.7 acres) and second is
Palasdiha land (6.535 acres). These two immovable properties situated at Mauza Dharma
(8.03 acres) and Palasdiha were sold by UVARC Limited under Security
Interest (Enforcement) Rules, 2002 for Rs. 5,52,00,000/- and Rs.
14,53,00,000/- respectively in the year 2022. The plant & machinery of the Asansol
unit was sold by WBFC against theirs outstanding loan in the year 2020 for an amount of
Rs. 30,00,000.
During the year under review, the Company is in receipt of an
Intimation letter dated November 29, 2023 from UVARCL regarding sale of Immovable and
Movable Assets of the Company located at Patratu in Jharkhand under the Securitization and
Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002
(‘Rules'). Since the entire ??nancial debt of the Company is acquired by UVARCL
under the SARFAESI Act, 2002 and the Company is running in loses, the Board of Directors
has no locus standi but to accept the action initiated by UVARCL for sale of above assets
of the Patratu unit in Jharkhand under the SARFAESI Act, 2002.
As per the above intimation letter, UVARCL had conducted an auction
process as per their Sale Notice dated October 16, 2023, inviting quotation from the
public for the assets of Patratu Plant of the Company. M/s Ultratech Cement Limited had
emerged as the successful bidder for both the Immovable and Movable Assets of the Patratu
Plant in Jharkhand and accordingly UVARCL has issued sale certi??cates dated November 29,
2023 in favour of Ultratech Cement Limited for a consideration of Rs. 169.79 crores.
At present, the Company has sold all the assets which were the only
source of generating revenue and the Company does not have any alternative source of
Income. The revenue from operations has marginally decreased by 8.1 % approximately during
the ??nancial year under review in comparison to the previous ??nancial year. Further, the
company has incurred loss of Rs. 9911.22 Lakhs in the ??nancial year under review in
comparison to a loss of Rs.7083.43 Lakhs in the previous ??nancial year. The major
component of loss during the ??nancial year under review includes the Finance cost,
Depreciation and Loss on Sale of Asset.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of the business of the
Company.
MATERIAL CHANGES AND COMMITMENTS
UVARCL has sold the Immovable and Movable assets of the Patratu Plant
in Jharkhand of the Company to Ultratech Cement Limited for a consideration of Rs. 169.79
crores on November 29. 2023, under the Securitization and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 (‘Rules').
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS
During the year under review, no signi??cant and material orders were passed by the
regulators or courts
or tribunals impacting the going concern status and company's operations in
future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The company has in place adequate internal ??nancial controls systems
that ensure accurate & timely compliance with various policies, practices and statutes
in keeping with the organization's pace of growth and increasing complexity of
operations for orderly and e??cient conduct of its business. The Audit Committee of the
Board, from time to time, evaluate the internal ??nancial control of the Company.
The Company has also appointed M/s KRGB & Associates LLP, Chartered
Accountants, as the Internal Auditors of the company. During the year under review, the
company continued to implement their suggestions & recommendations to improve controls
& compliances.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
During the year under review, the Company has no Subsidiary, Joint Venture or
Associate.
DEPOSITS
During the year under review, your Company has not accepted any deposits from the
public.
STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013, at the 37th Annual
General Meeting (AGM) of the Company, M/s. K. Pandeya & Co. Chartered Accountant
(FRN-000135C), were re- appointed as the Statutory Auditor of the Company for a second
term of 1 (One) year up to the conclusion of the 38th AGM of the Company to be held in the
year 2024.
The Board of Directors has recommended the appointment of M/s Agarwal
HP & Associates (FRN- 0247038C), Chartered Accountants, as the Statutory Auditor of
the Company for a term of 5 years (subject to approval of the shareholder of the Company),
to hold o??ce from the conclusion of the 38th Annual General Meeting until the conclusion
of the 43rd Annual General Meeting of the Company.
M/s. Agarwal HP & Associates, Chartered Accountants, have expressed
their willingness to be appointed as Statutory Auditors of the Company. They have further
con??rmed that the said appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not disquali??ed for
appointment.
AUDITORS' REPORT
Auditors' Report to the Members of the Company does not contain any quali??cation
or adverse remark.
Financial Statements and the notes thereon are self-explanatory and need no further
explanation.
SHARE CAPITAL
During the year under review, the Company has neither issued and
allotted any fresh equity shares (including ESOP) nor has granted any stock options and
sweat equity. As on 31st March, 2024, none of the Directors of the Company hold
instruments convertible into equity shares of the Company.
ANNUAL RETURN
The Annual Returns of the company has been placed on the Company's website at www.burnpurcement.com.
TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND
The company did not have any funds lying unpaid or unclaimed for a
period of seven years or more. Therefore, there were no funds required to be transferred
to Investor Education and Protection Fund (IEPF).
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of Energy conservation, Technology Absorption, Foreign
Exchange Earnings and Outgo are as mentioned in the "Annexure A" attached
with this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussions & Analysis Report forms part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Details of Directors retiring by rotation
During the year under review, Mr. Pawan Pareek is liable to retire by
rotation and offer himself eligible for re-appointment in accordance with the provisions
of the section 152 of the Companies Act, 2013. Your directors recommend his
re-appointment.
The Independent directors of the company are not liable to retire by rotation.
b) Appointment / Re-appointment of Directors
During the year under review and till the date of Board's Report, there is no
change in the composition of Directors.
As per section 152 of the Companies Act, 2013, the o??ces of Mr. Ram Narain, Mr. Ritesh
Aggarwal and
Mr. Pawan Pareek shall be liable to determination by retirement by rotation.
c) Appointment / Resignation of Key Managerial Personnel
During the year under review and till the date of Board's Report,
the following changes in the position in Key Managerial Personnel of the Company has taken
place :
Mr. Jit Roy Choudhury resigned from the position of Company Secretary
& Compliance O??cer of the Company w.e.f. 11.03.2024 and in his place Mrs. Puja Guin
is appointed as the Company Secretary & Compliance O??cer of the Company w.e.f.
28.05.2024.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from the Independent Director(s)
of the Company declaring that they meet the criteria of independence both, as under
sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Based on the declarations, disclosures received from the Independent
Directors and on evaluation of the relationships disclosed, the following Non-Executive
Directors are Independent Directors in terms of the Regulation 16 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the
Companies Act, 2013
1. Mr. Rajesh Sharma
2. Mr. Parvez Hayat
3. Mrs. Poonam Srivastava
BOARD EVALUATION
Pursuant to Section 134(3)(p), Schedule IV of the Companies Act, 2013
and Regulation 17(10) and 19(4) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the performance evaluation of Directors, Board and
Committee was done at three levels by the Independent Directors at a separate meeting,
Nomination and Remuneration Committee and the Board. The Board of Directors has carried
out an annual evaluation of performance of Independent Directors, Board as a whole, the
Committees and individual directors based on the evaluation marking by the Directors.
Secondly, the Independent Directors of the Company at their meeting
held on 12th February, 2024, carried out the evaluation of performance of the
Non-Independent Directors, the Board and the Chairman of the Company as per the prescribed
criteria adopted by the Board.
Lastly, the Nomination and Remuneration Committee of the Company
carried out evaluations as appropriate and whenever required as per the prescribed
criteria adopted by the Board. The performance was evaluated by the Board on the basis of
the criteria such as the composition of Board and Committee and structure, effectiveness
of Board and committee processes, information and functioning. The performance was
considered Excellent.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company is required to conduct the Familiarization Programme for
Independent Directors (IDs) in terms of Regulation 25(7) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(‘Listing Regulations') to familiarize them with the Company,
their roles, rights, responsibilities in the Company and various legal updates and
noti??cations under Companies Act, 2013, Listing Regulations, Guidelines issued by Reserve
Bank of India and other statutes applicable to the Company.
The details of such Familiarization Programme for Directors may be
viewed at the website of the Company at www.burnpurcement.com
NUMBER OF BOARD MEETINGS
During the ??nancial year 2023-24, the Board of Directors had four (4)
meetings. These were held on 29th May, 2023, 9th August, 2023, 9th November, 2023 and 12th
February, 2024. The details in relation to attendance of directors at the meetings are
disclosed in the Corporate Governance section which forms part of this report.
COMMITTEES OF THE BOARD
During the ??nancial year ended on March 31, 2024, the Company has three committees as
mentioned
below :
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
AUDIT COMMITTEE
The Composition, terms of reference and other details of the Committee
forms part of the Corporate Governance Report, forming part of this Annual Report. All the
recommendations made by the Audit Committee during the year were accepted by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Composition, terms of reference and other details of the Committee,
forms part of the Corporate Governance Report, forming part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
The Composition, terms of reference and other details of the Committee
forms part of the Corporate Governance Report, forming part of this Annual Report. The
Nomination and Remuneration Policy of the Company is posted on the website of the Company
at www.burnpurcement.com.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors of the Company has established a Vigil Mechanism
for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177
of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to report concerns about unethical behavior, wrongful
conduct and violation of Company's Code of conduct or ethics policy. The details have
been given in the Corporate Governance Report forming part of the Annual Report and also
posted on the website of the Company at www.burnpurcement.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR
Particulars of the Loans/Guarantees/Advances/ and Investments
outstanding during the ??nancial year under review are fully disclosed in the Note no. 10
attached to the annual accounts which forms part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, the Company has not entered into any
contracts or arrangements or transactions with the related parties in accordance with the
provisions of Section 188 of the Companies Act, 2013 and rules thereof.
Accordingly, no transactions are to be reported in Form AOC-2 in terms
of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts),
Rules 2014.
However, during the year under review, pursuant to Regulation 23 and
other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirement)
Regulation, 2015, the Company has taken necessary Members approval at the 37th Annual
General Meeting held on 21st September, 2023 for ratifying and con??rming the continuance
of payment of interest payable to M/s UV Asset Reconstruction Company Limited, as a
related party transaction w.e.f. 22nd February, 2023, on the outstanding loans assigned in
favour of M/s UV Asset Reconstruction Company Limited pursuant to the SARFAESI Act, 2002,
The Policy on Related Party Transaction as approved by the Board has
been posted on the website of the Company at www.burnpurcement.com
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of CSR as prescribed under Section 135 of the Companies Act, 2013, read
with the rules thereof, are not applicable to the Company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the details are annexed as "Annexure B" to the
Annual Report.
Further, in accordance with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees
in the Company drawing remuneration in excess of the limits set out in the said rules.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company has appointed Mr. Rajesh Ghorawat, Practicing Company
Secretary, to conduct the Secretarial Audit for the ??nancial year 2023-24. The
Secretarial Audit Report for the Financial Year 2023-24 is appended as Annexure
‘C' which is self-explanatory. The said Report does not contain any
quali??cation, reservation or adverse remark.
CORPORATE GOVERNANCE
The Company is committed to maintaining the premier standards of
Corporate Governance and adhering to the Corporate Governance requirements as set out by
Securities and Exchange Board of India. The Report on Corporate Governance along with such
other disclosures as stipulated under Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the
Annual Report.
The Certi??cate from the Auditors of the Company con??rming compliance with the
conditions of Corporate
Governance also forms part of this Annual Report.
Further, declaration by Mr. Indrajeet Kumar Tiwary, Wholetime Director
stating that the members of the Board of Directors and Senior Management Personnel have
a??rmed compliance with the Code of Conduct of the Board of Directors and Senior
Management are annexed with this Report.
WTD & CFO CERTIFICATION
Certi??cate from Mr. Indrajeet Kumar Tiwary, Wholetime Director and Mr.
Pawan Pareek, Chief Financial O??cer, pursuant to Regulation 17(8) read with Schedule II
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year
under review forms part of this Annual Report.
RISK MANAGEMENT
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks that may impact key business objectives of your Company.
Your Company has adopted the Risk Management Policy in order to ensure
that all the current and future material risk exposures of the company are identi??ed,
assessed, quanti??ed, appropriately mitigated and managed, to establish a framework for
the company's risk management process and to ensure its wide implementation, to
ensure systematic and uniform assessment of risks to enable compliance with appropriate
regulations, wherever applicable, through the adoption of best practices and to assure
business growth with ??nancial stability.
Major risks identi??ed by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. These are
discussed at meetings of the Audit Committee of the Company and the same is even referred
to the Board of Directors of the Company as and when needed.
STATUTORY DUES
The company has paid all the statutory dues that were accrued during
the reporting period. Further, some old statutory dues are still pending which were
accrued during the tenure of the old management. The pending dues are mentioned in the
other current liability of the balance sheet.
DETAILS OF APPLICATION / PROCEEDING PENDING UNDER THE IBC, 2016
Mittal Polypacks Pvt. Ltd., ??nancial creditor of the company ??led
Company Petition No. C.P. (IB)/37/ KB/2022 with the Hon'ble NCLT, Kolkata u/s 9 of
the IBC, 2016 for initiation of Corporate Insolvency Resolution Process against the
company. The matter is pending before Hon'ble NCLT, Kolkata.
DETAILS OF THE DIFFERENCE BETWEEN OTS AMOUNT AND LOAN AMOUNT
No such settlement has been done during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions on the Directors' Responsibility Statement referred in
Section 134 (5) of the
Companies Act, 2013, your Director's con??rm that-
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed
along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the ??nancial year and of
the loss of the Company for that period;
(c) the directors had taken proper and su??cient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, had laid down internal ??nancial controls to be followed by the
Company and that such internal ??nancial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable
laws and that such systems were adequate and operating effectively.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company is committed to provide safe and conducive work environment
to its employees and has formulated "Policy for Prevention of Sexual Harassment"
to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide
the procedure for the redressal of complaints pertaining to sexual harassment, thereby
providing a safe and healthy work environment. During the year under review, no case of
sexual harassment was reported.
FRAUD REPORTING
There have been no frauds reported by the auditors of the Company under
sub-section (12) of section 143 of the Companies Act, 2013 and to Central Government as
per Companies Amendment Act, 2015.
COST AUDITORS
As per the provision of Section 148 of the Companies Act, 2013 the
Company's cost records for the ??nancial year ended March 31, 2023 are being audited/
reviewed by Cost Auditor M/s Som Das & Associates. The Cost Audit Report for the
??nancial year ended March 31, 2023 was ??led in accordance with Cost Audit (Report) Rule,
2001 within the stipulated time. The audit for the ??nancial year 2023-24 is under process
and will be ??led within the stipulated time as prescribed under the law. For the
Financial Year 2024-25, the Board of Directors of the Company has re-appointed M/s Som Das
& Associates, Cost Auditor to audit of the cost records of the company as per the
recommendation of the Audit Committee. The remuneration of the cost auditor shall be
rati??ed by the shareholders of the company in the ensuing Annual General Meeting.
APPRECIATION
Your Directors express their deep sense of gratitude to the Financial
Institutions, Banks, Government Authorities, dealers, suppliers, business associates and
Company's valued customers and the esteemed Shareholders for the faith they continue
to repose in the Company and look forward to their continued support in future.
The Directors also warmly thank all the employees of the Company for
their contribution to the company's performance and progress.
For and on behalf of the Board