Andrew Yule & Company Limited
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trength y S an b d rs c a o e u r Y a g 0 e 5 1 ANDREW YULE & COMPANY LIMITED YYULE S ince 1863 [1] trength y S an b d rs c a o e u r Y a g 0 e 5 1 ANDREW YULE & COMPANY LIMITED YYULE S ince 1863 Table of Contents Page n Stre gth y an b d Corporate Information .............................................................................................03 s r c Notice to Members ...................................................................................................04 a o e u r Boards’ Report ............................................................................................................12 Y a g 0 Report on Corporate Governance .........................................................................34 e 5 1 YYULE STANDALONE FINANCIAL STATEMENTS S Auditors’ Report .........................................................................................................46 inc 863 e 1 Comments of the Comptroller & Auditor General of India ..............................52 Balance Sheet .............................................................................................................53 Statement of Profit and Loss ...................................................................................54 Important Communication to Cash Flow Statement ................................................................................................55 Members Significant Accounting Policies ...............................................................................57 Notes to Financial Statements ................................................................................61 The Ministry of Corporate Affairs has taken a CONSOLIDATED FINANCIAL STATEMENTS “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Auditors’ Report .........................................................................................................82 Companies and has issued circulars, stating Comments of the Comptroller & Auditor General of India ..............................86 that service of notice/documents including Balance Sheet .............................................................................................................87 Annual Report can be sent by e-mail to its members. To support this green initiative of Statement of Profit and Loss ...................................................................................88 the Government in full measure, members who Cash Flow Statement ................................................................................................89 have not registered their e-mail addresses, so far, are requested to register their e-mail address Significant Accounting Policies ...............................................................................91 in respect of electronic holdings with the Notes to Consolidated Financial Statements ......................................................94 Depository through their concerned Depository Participants and in respect of physical holdings Statement u/s.129(3) of the Companies Act, 2013 in form with the Share Department. AOC-1 relating to Subsidiary and Associate Companies ...............................117 [2] trength y S an b d rs c a o e u r Y a g 0 e 5 1 ANDREW YULE & COMPANY LIMITED YYULE S ince 1863 CORPORATE INFORMATION BOARD OF DIRECTORS STATUTORY AUDITOR Shri Sunil Munshi – Director (Personnel) and V. Singhi & Associates, Chairman & Managing Director Chartered Accountants, Shri R.C. Sen – Director (Finance) 4, Mangoe Lane, Surendra Mohan Ghosh Sarani, Shri Debasis Jana – Director (Planning) Kolkata-700 001. Shri Bhaskar Jyoti Mahanta – Govt. of India Nominee Director SECRETARIAL AUDITOR Ms. Sanyukta Samaddar – Govt. of India Nominee Director S. Rath & Company, Shri Sudhir Jhunjhunwala – Non-Executive Independent Director Company Secretaries, 31/1, Chatawala Lane, 2nd Floor, Room No.209, Dr. Dhanpat Ram Agarwal – Non-Executive Independent Director Kolkata-700 012. AUDIT COMMITTEE COST AUDITOR Dr. Dhanpat Ram Agarwal, Chairman DGM & Associates, Shri Sudhir Jhunjhunwala Cost Accountants, Shri R.C. Sen 64, B.B. Ganguli Street, (2nd Floor), Kolkata-700 012. NOMINATION & REMUNERATION COMMITTEE BANKERS Allahabad Bank, IFB Branch, 17, R.N. Mukherjee Road, Shri Sudhir Jhunjhunwala, Chairman Kolkata-700 001. Dr. Dhanpat Ram Agarwal Bank of Baroda, India Exchange Place Branch, 4, India Exchange Ms. Sanyukta Samaddar Place, Kolkata-700001. Union Bank of India, India Exchange Place Branch, 15, India STAKEHOLDERS RELATIONSHIP Exchange Place, Kolkata-700001. COMMITTEE United Bank of India, Kolkata Branch, 4, N.C. Dutta Sarani, Dr. Dhanpat Ram Agarwal, Chairman Kolkata-700 001. Shri Sunil Munshi Shri R.C. Sen. REGISTERED OFFICE “Yule House”, CORPORATE SOCIAL RESPONSIBILITY 8, Dr. Rajendra Prasad Sarani, COMMITTEE Kolkata-700 001. Shri Sudhir Jhunjhunwala, Chairman CIN – L63090WB1919GOI003229 Telephone Nos. (033)2242 8210/8550 Shri Sunil Munshi Fax : (033) 2242 9770 Shri R.C. Sen Website : www.andrewyule.com Shri Debasis Jana E-mail ID : [email protected] RISK MANAGEMENT COMMITTEE NORTHERN REGIONAL OFFICE Shri Sunil Munshi, Chairman 404, Guru Angad Bhavan, Shri R.C. Sen 71, Nehru Place, Shri Debasis Jana New Delhi-110 019. CFO REGISTRAR & TRANSFER AGENT Shri R.C. Sen MCS SHARE TRANSFER AGENT LTD., 12/1/5, Manoharpukur Road, Ground Floor, Kolkata-700 026. Phone Nos.(033) 4072 4051/4052/4053 COMPANY SECRETARY Fax: 033-4072-4050 Smt. Sucharita Das Email : [email protected] / [email protected] [3] trength y S an b d rs c a o e u r Y a g 0 e 5 1 ANDREW YULE & COMPANY LIMITED YYULE S ince 1863 ANDREW YULE & COMPANY LIMITED (A Government of India Enterprise) Registered Office: “YULE HOUSE”, 8, Dr. Rajendra Prasad Sarani, Kolkata-700 001 CIN No. L63090WB1919GOI003229 Tel.: (033) 2242-8210/8550; Fax: (033) 2242-9770; E-mail : [email protected]; Website: www.andrewyule.com NOTICE TO MEMBERS NOTICE is hereby given that the 68th Annual General Meeting of the members of Andrew Yule & Company Limited will be held at the Williamson Magor Hall of the Bengal Chamber of Commerce & Industry, Royal Exchange, 6, Netaji Subhas Road, Kolkata - 700001 on Friday, the 23rd day of September, 2016 at 11.00 a.m. to transact the following business: ORDINARY BUSINESS : [01] To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2016 including the Consolidated Audited Financial Statements for the year ended on that date together with the Reports of the Board of Directors, Auditors and Comments of the Comptroller & Auditor General of India (CAG) thereon. [02] To appoint a Director in place of Ms. Sanyukta Samaddar (DIN:06780179), who retires by rotation at this Annual General Meeting under Section 152(6) of the Companies Act, 2013 and being eligible, offers herself for re-appointment. [03] To authorise the Board of Directors to fix the remuneration of the Statutory Auditors of the Company for the Financial Year 2016-17 in compliance with the orders and directions of appointment by the Comptroller and Auditor General of India. SPECIAL BUSINESS : To consider and, if thought fit, to pass with or without modification the following resolutions: [04] As an Ordinary Resolution : “RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 including any amendment, modification or variation thereof, the Company hereby ratifies the remuneration of Rs.1,45,000/- per annum (exclusive of service tax, travelling expenses, etc.) payable to M/s. DGM & Associates, Cost Accountants (Firm Registration No: 000038) who have been appointed by the Board of Directors as Cost Auditors of the Company to conduct the audit of the cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014, for the financial year ending on 31st March, 2017.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” [05] As an Ordinary Resolution : “RESOLVED THAT subject to the terms and conditions as determined by the Government of India, Shri Bhaskar Jyoti Mahanta (DIN: 07487571) was appointed as a Part-time Official Director on the Board of Directors of the Company by the Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India vide letter no.10(9)/2012-PE.I dated 21st March, 2016 and subsequently pursuant to the provisions of Section 161 and any other applicable provisions of the Companies Act, 2013 (Act) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri Bhaskar Jyoti Mahanta (DIN : 07487571) was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 21st March, 2016 to hold office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member, signifying his intention to propose Shri Bhaskar Jyoti Mahanta as a candidate for the office of the Director of the Company, be and is hereby appointed as a part-time Official Director of the company whose term of office shall be liable to retirement by rotation.” [Contd.] [4] trength y