DIRECTORS' REPORT Your Directors take pleasure in presenting the 25th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2015. OPERATION During the year under review the Company has achieved turnover of Rs.137 lacs which solely came from Wind Mills Operations as compared to last year Rs.181 lacs which is 24.31% less compared to previous year. The Company has earned profit after tax including deferred tax Rs.26 lacs as compared to Rs.46 lacs last year. The generation by the windmills owned by the Company was satisfactory but there was a problem with the local power board on evacuating the power generated. Hence, a substantial portion of the power generated by the windmills was lost and we were unable to bill the same. EQUITY DIVIDEND In view of the sharp drop in profitability and with a view to conserve resources for the company's Greenfield Project, Directors felt it prudent to skip dividend on Equity Shares for the year. FUTURE OUT LOOK Your Directors are glad to report that the company is in process of setting up a new project for production of both Anatase and Rutile Grade of Titanium Dioxide with an annual capacity of 15,000 MT in Gujarat, where the company has already acquired land from Gujarat Industrial Development Corporation at Jolwa Village at Dahej. The Company has substantially done the detailed Engineering activities on the project and almost all necessary regulatory clearance has been obtained. Tie up for financial closures at advance stage and is expected to complete soon. TRANSFER TO RESERVES During the year under review, your Director does not propose to transfer any amount to any reserve. The profit/ loss for the year under review have been shown under the head Reserve and surplus. CHANGES IN THE NATURE OF BUSINESS IF ANY The company has not changed any business' during the year under review. However the Company has signed MOU to sell its Wind Mill Division on slump sales basis to M/s Shri Dhanalakshmi Green Energy India Pvt. Ltd. incorporated under the Companies Act, 1956 and having it registered office situated at S F NO. 226/3, NH-47 Avinashi Road Karumathampatti, Coimbatore (DT) Tamilnadu - 641659 at the consideration of Rs 15.80 Crores. DEPOSITS The company has not accepted any deposit from the public and shareholders falling within the ambit of section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOAN GURANTEES OR INVESTMENTS Details of Loan, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013, are given in the notes to the financial Statements. SHARE CAPITAL The paid up Equity Share Capital as on March, 31, 2015 was Rs 8.19 Crores. During the year under review, the company has not issued any shares with differential voting rights nor granted any stock option to employees nor issued any sweat equity shares or buy back of shares of the company. EXTRACT OF THE ANNUAL RETURN Pursuant to section 92 (3) of the Companies Act 2013 (the Act) and Rules 12(1) of the Companies (Management and Administration) Rules 2014, the details forming part of the extract of the Annual Return in the form MGT 9 is annexed herewith as Annexure No. 1 CONSOLIDATED FINANCIAL STATEMENT In accordance with the Companies Act 2013 (the Act) and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on accounting for Investments in Associated and AS-27 on Financial Reporting of Interests in Joint Ventures, the Audited Consolidated Financial Statement is not applicable to the company as company has no subsidiary, Joint Ventures and Associate company as defined in Companies Act, 2013. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The company does not have any Subsidiary, Joint-Venture and Associate Company as per the Companies Act, 2013. CORPORATE GOVERNANCE Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges, a Report on Corporate Governance together with the Auditors' Certificate on the compliance of the conditions of the Corporate Governance is annexed. The Management Discussion and Analysis Report have not been annexed as the company has only windmill operations in place. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Shri V.Vanchi (DIN: 00015985), Director of the company, retire by rotation at the ensuing Annual General Meeting of the company and being eligible has offered himself for re-appointment. The Board of Directors at its meeting held on 13th February, 2015 appointed Mrs Mamta Kejriwal as an Additional Director of the company to hold office upto the date of this Annual General Meeting of the company. Under Section 160 of the Companies Act, 2013 the Company has received requisite notice from the member proposing Mrs. Mamta Kejriwal as a candidate for the office of Director of the company. All the Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act 2013 and clause 49 of the Listing Agreement Shri Sandeep Kumar Jalan - Managing Director of the Company, Shri Sunil Kumar Somani - G.M. Finance cum Company Secretary are Key Managerial Personnel of the company. During the year under review, pursuant to the provisions of the Companies Act 2013, Shri Sunil Kumar Somani who was the G.M. Finance and Company Secretary of the Company, relinquished the office of the Company Secretary. He has been designated CFO of the company w.e.f. 13.02.2015 Shri Mukesh Sharma has been designated as Company Secretary of the Company w.e.f. 13.02.2015. PERFORMANCE EVALUATION BOARD EVALUATION In Compliance with the Companies Act 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out by the Independent Directors met on 11.11.2014 to discussed the following; Evaluation of the performance of Non-Executive Directors and the Board of Directors and the Board of Directors as Whole. Evaluation of the Chairman of the company, taking into account the views of the Executive and Non Executive Directors. Evaluation of the quality, content and timelines of flow of information between Management and the Board. More details on the same is given in the Corporate Governance Report. DETAILS OF BOARD AND COMMITTEE MEETING During the year under review, the Board of Directors has met 4 times. Details of Audit Committee, Nomination and Remuneration Committee and Share Transfer Committee (Investor / shareholders Grievance Committee) meeting, its members and their attendance and terms of reference has been provided in the Corporate Governance Report. The company has formed a policy on remuneration of Directors and senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More Details on the same is provided in the Corporate Governance Report. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that : A) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed and there are no material departures from the same. B) The Directors have selected such accounting policies and applied them consistently and made judgments' and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for year ended on that date, C) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, D) The Directors have prepared the annual accounts on a going concern basis E) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively ; and F) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. RELATED PARTY TRANACTIONS Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the company which may have potential conflict with interest of the company. The Board has also formulated the Related party transactions policy and during the year under review, the company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtain which are of a repetitive nature. There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under section 134(3) (h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014. Your Directors draw attention of the members to Note no 27 to the financial statement which set out related party disclosures. CORPORATE SOCIAL RESPONSIBILITY As per provisions laid down under Section 135 of the companies Act 2013 related to Corporate Social Responsibility does not applicable to the company. VIGIL MECHANISM POLICY The Vigil Mechanism of the Company, which is also known as whistle Blower policy in terms of Listing Agreement. As the Company main object to do business in an honest, transparent and ethical manner, for which the company has formulate the vigil mechanism policy which provide that any employees and other person dealing with the company can made a disclosure about any wrong doing in company operations and dealing or prevailing any corruption in any area of business of the company through an e mail or through telephone or letter to the Chairman of the Audit Committee. The policy on vigil mechanism or whistle Blower policy may be accessed on the company website at the link www.kilburnchemicals.com POLICY ON NOMINATION AND REMUNERATION The contents of Nomination and Remuneration policy of the company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the Listing Agreement are provided in the Corporate Governance Report. RISK MANAGEMENT The Company has formulated Risk Management Policy which is well define mechanism to identify, assess, monitor and mitigate various risks to key business objectives. On continuous basis risks are indentify by the functional heads and which discussed at various committee or group level including Audit Committee and Board of Directors and systematically address to mitigate risk. INTERNAL FINANCIAL CONTROLS The company has put in place the adequate internal financial controls systems which includes internal financial controls, ensure compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations. The internal Auditor team carries out the extensive audits across all financial areas and submits its report to Audit Committee. AUDITORS AND AUDITORS' REPORT The company's Auditors, M/s. V. Singhi & Associates, Chartered Accountants, Kolkata who retire at the ensuing Annual General Meeting of the company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under for reappointment as Auditors of the Company. The notes to the accounts referred to in the Auditors' Report are self explanatory. The Board of Directors has appointed M/s R.C. Jhawer & Company, Chartered Accountants as Internal Auditors of the company for the F Y 2015-16 SECRETARIAL AUDITOR AND 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 company has appointed Mr Sunil Kumar Banerjee, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not give any adverse remark. The report of Secretarial Auditor is annexed to this report as Annexure-2. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS There are no significant material orders passed by the regulators/ Court/Tribunals which would impact the going concern status of the Company and its future operations. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) The Company has, during the year under review, transferred a sum of Rs.6,31,462/- to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205C of the Companies Act, 1956. The said amount represents dividend for the financial year 2006-2007 which remained unclaimed by the members of the company for a period exceeding 7 years from its due date of payment. PARTICULARS OF EMPLOYEES Industrial relations in the Company continued to be cordial and satisfactory. During the year no employee was cover under the provisions of Section 197 of the Companies Act, 2013, read with Rules, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Act read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARING AND OUT GO Statement pursuant to the provisions of section 134 (3)(m) of the Companies Act 2013 read with Rules 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-4. Looking to the nature of business carried out by the company does not energy intensive and have not much impact on energy conservation and utilization and investment in the energy conservation equipment and in technology absorption. ACKNOWLEDGEMENT Your Directors are grateful for the co-operation and continued guidance and support extended by various agencies of Central Government and State Government(s) and various Government Departments and Agencies, Axis Bank Ltd., and HDFC Bank Ltd. Your Directors thank and express their gratitude to various stakeholders' i.e customers, dealers, suppliers, advisors and consultants for their committed engagement with the Company. The Directors greatly appreciate the dedicated and sincere services rendered by the employees at all levels. Finally, the Directors express their gratitude to all the Shareholders for their support. For and on behalf of the Board, S. K. JALAN Managing Director Place : Kolkata Date : 29th May, 2015 |