Home  »  Company  »  Agro Dutch Industrie  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Agro Dutch Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report and Audited Statements of Accounts for the period ended on 31st March, 2014.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 2013-14 2012-13

Net Sales/Income 1148.36 3550.54

Other Income 8.88 27.63

(Increase)/ Decrease in Stock 532.78 3379.94

Total Expenditure 7654.81 13914.69

Profit ( Loss ) before Int/Tax/Dep 670.58 (4630.07)

Interest 4179.08 4060.18

Depreciation 1638.91 1646.26

Misc Expenses W/o - -

Profit ( loss ) before Tax (6488.57) (10336.51)

Provision for Taxation - -

Profit after Current Tax (6488.57) (10336.51)

Provision for deferred Tax (367.18) (534.96)

Mat Credit Entitlement/Reversal 105.51 145.29

Profit/(Loss) after Tax (6226.90) (9946.84)

Extra Ordinary Items including Previous year 11.70 39.47 adjustments

Net Profit/(Loss) After tax (6238.60) (9986.31)

DIVIDEND

In view of the loss, your directors regret their inability to recommend any Dividend for the year under review.

PERFORMANCE

During the year under review, your company has achieved a net income of Rs. 11.57 Crores (previous year Rs. 35.78 crores). The Sales in the Current financial year i.e. 2013-14 of the Company have been adversely affected due to discontinuation of Shipments of Canned Mushrooms to US.

The company has aggressively started selling fresh mushrooms in the domestic market. The response from these markets are encouraging.

CHENNAI PLANT

The final commissioning of the Chennai unit is delayed due to financial crunch being faced by the Company. AUDITORS

The Statutory Auditors, M/s Rakesh Singla & Associates, Chartered Accountants (Firm Registration No. 03371N) retire at the ensuing Annual General meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. The Audit Committee and the Board of Directors recommends the re- appointment as the Auditors of the Company for a period of five years.

DIRECTORS

As per the requirement of the Companies Act,2013 all the Independent Directors on the Board as on 1st April,2014 namely Mr. Jalesh Grover, Mr. Ajay Arora and Mr. Multan Singh Kadian, shall be re-appointed for

a tenure of 5 years and the same shall be confirmed at the ensuing Annual General Meeting.

The Official Term of Mr. Malvinder Singh, Chairman and Managing Director has expired on 30th June,2014, the Board of Directors at the meeting held on 4th August,2014 have appointed him as Executive Chairman of the Company for a period of 5 years commencing from 1st August,2014 subject to the approval of shareholders in the ensuing Annual General Meeting. Further, Mr. Vivek Atri has been appointed as Managing Director of the Company for a period of five years commencing from 1st August,2014 at the meeting of the board of directors held on 4th August,2014 subject to approval of shareholders and Central Government as may required, in the ensuing Annual General meeting.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

i) That in the preparation of accounts for the period ended 31st March, 2014, the applicable Accounting Standards had been followed and there are no material departures:

ii) That the selected Accounting Policies are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year end and profit of the Company for that period;

iii) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) That the accounts have been prepared on a going-concern basis.

INTERNAL CONTROL AND ADEQUACY

The Company has adequate system of internal controls to ensure that all assets are safeguard, transactions are authorized, optimum utilization of resources, costs are controlled, reporting of financial transactions and compliance with applicable law and regulations.

BIFR AND REHABILITATION

The Networth of the Company is continuing to be fully eroded. The reference before Board for Industrial & Financial Reconstruction (BIFR) is pending for determination of sickness of the Company. A suitable rehabilitation scheme shall be submitted to the BIFR upon declaration of the company as Sick Industrial Unit. The Asset Sale Committee of the Lenders have initiated sale of non-core and surplus assets of the Company.

COST AUDIT

The Company has appointed Dr. Vimal Kumar (Membership No. 9982) Prop.of M/s V.Kumar and Associates, SCO 124-125, Sector 34A, Chandigarh, Cost and Works Accountants as the Cost Auditors of the Company for the financial year 2013-14 for filing of Compliance Report as per Cost Accounting Record Rules,2011 issue vide notification of Ministry of Company Affairs (MCA) dated 3rd June,2011

INTERNAL AUDITORS

The Board of Directors of your Company has appointed Mr. Ankit Goyal Chartered Accountant (Membership No. 529874) as Internal Auditor pursuant to provisions of Section 138 of the Companies Act,2013 for the Financial Year 2014-15.

SECRETARIAL AUDITORS

The Board of Directors of your Company has appointed M/s Kanwaljit Singh & Associates, Practicing Company Secretary, Chandigarh as Secretarial Auditor pursuant to provisions of Section 204 of the Companies act,2013 for the Financial Year 2014-15.

AUDITOR''S REPORT

Observations made in the Auditors'' Report are self- explanatory and therefore do not call for any further explanation.

COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee has been constituted as per the requirements of Companies Act,2013 which shall formulate the policy for appointment of Directors and Remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters as provided under sub-section (3) of Section 178 of the Companies Act,2013 and necessary disclosure to this effect shall be made in the next Report to the Directors.

STAKEHOLDER RELATION

As per the requirement of Companies Act,2013 a Stakeholder Relationship Committee is being constituted. Necessary disclosure in this regard shall made in the next Directors Report.

CORPORATE GOVERNANCE

The Company aims to conduct its affairs in an ethical manner. A separate Report on Corporate Governance forms a part of the Annual Report. A certificate from the Company''s Auditors regarding the Compliance of Conditions of Corporate Governance as stipulated under Clause 49 is also annexed with the report. LISTING OF SHARES & SEBI REGULATION

The Equity shares of the company are listed on The Stock Exchange Mumbai & National Stock Exchange of India Ltd., Mumbai.

INSURANCE

The company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine etc.

DEPOSITS

During the year under Report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A and 58AA of the Companies Act ,1956.

ACKNOWLEDGEMENTS

Company would like to thank its Shareholders including suppliers, vendors, investors and bankers. Company also records its appreciation of the contribution made by employees at all levels. The diligent hard work, cooperation and support is a backbone of all endeavors of the company. We, assure all the stakeholders that the team ADIL is fully dedicated and assure that with the continuous support, we will overcome the turbulence in this year.

For and on behalf of the Board Place: Chandigarh sd/- Dated:04.08.2014 VivekAtri Managing Director


Mar 31, 2013

The Directors are pleased to present the 21st Annual Report and Audited Statements of Accounts for the period ended on 31st March, 2013.

FINANCIAL RESULTS

( Rs. in lacs)

Particulars 2012-13 2011-12

Net Sales/Income 3550.54 17951.46

Other Income 27.63 76.67

(Increase)/Decrease in Stock 3379.94 (176.81)

Total Expenditure 13914.69 20334.80

Profit ( Loss ) before Int/Tax/Dep (4630.07) 3134.41

Interest 4060.18 3789.16

Depreciation 1646.26 1651.92

Misc Expenses W/o - -

Profit ( loss ) before Tax (10336.51) (5305.79)

Provision for Taxation - -

Profit after Current Tax (10336.51) (5305.79)

Provision for deferred Tax (534.96) (520.48)

Mat Credit Entitlement/Reversal 145.29

Profit/(Loss) after Tax (9946.84) (4793.57)

Extra Ordinary Items including Previous year adjustments 39.47 10.62

Net Profit/(Loss) After tax (9986.31) (4793.57)



DIVIDEND

In view of the loss, your directors regret their inability to recommend any Dividend for the year under review.

PERFORMANCE

During the year under review, your company has achieved a net income of Rs. 35.78 Crores (previous year Rs. 180.21 Crores). The Sales in the Current financial year i.e. 2012-13 of the Company have been adversely affected due to discontinuation of Shipments of Canned Mushrooms to US. The said discontinuation is due to non conformity with USFDA norms. In the wake of said norms of USFDA, the Company has recalled the shipped containers back to India. The said development has resulted into huge losses coupled with reduced level of production.

The company has started selling fresh mushrooms in the domestic market and other export market. The response from these markets is encouraging.

CHENNAI PLANT

The final commissioning of the Chennai unit is delayed due to financial crunch being faced by the Company.

AUDITORS

M/s Suresh Mittal & Associates, Chartered Accountants, retires as Statutory Auditors at the ensuing Annual General Meeting and they have expressed unwillingness for re-appointment as Statutory Auditors.

The Board has considered the appointment of M/s Rakesh Singla & Associates, Chartered Accountants, as Statutory Auditors of the Company.

M/s Rakesh Singla & Associates, Chartered Accountants have given a Certificate that their appointment as Auditors if made, would be in conformity with limit prescribed under Section 224 of the Companies Act, 1956.

DIRECTORS

Shri Jalesh Grover, liable to retire by rotation, being eligible offers himself for re-appointment.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors

Responsibilities Statement, it is hereby confirmed:

i) that in the preparation of accounts for the period ended 31st March, 2013, the applicable Accounting Standards had been followed and there are no material departures:

ii) that the selected Accounting Policies are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year end and profit of the Company for that period;

iii) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) that the accounts have been prepared on a going-concern basis.

INTERNAL CONTROL AND ADEQUACY

The Company has adequate system of internal controls to ensure that all assets are safeguard, transactions are authorized, optimum utilization of resources, costs are controlled, reporting of financial transactions and compliance with applicable law and regulations.

BIFR AND REHABILITATION

As per the Audited Financial Results for the year ended 31.03.2013, the Networth of the Company is continuing to be fully eroded.

The Company has filed a fresh reference to Board for Industrial & Financial Reconstruction (BIFR) on the basis of Audited Balance Sheet for the financial year ended on 31.03.2013. A suitable rehabilitation scheme shall be submitted to the BIFR upon declaration of the Company as Sick Industrial Unit. However, the Company has submitted a plan to the Secured Lenders for sale of its surplus & non core assets to reduce the debt, which is under active consideration of the said Lenders.

Earlier, the Company made a reference to the BIFR on the basis of Audited Balance Sheet for the financial year ended on 31.03.2011 to declare the Company Sick and the same was dismissed. However, an appeal has been filed by the Company with AAIFR against the order of BIFR, which is under consideration.

COST AUDIT

The Company has appointed Dr. Vimal Kumar (Membership No. 9982) Prop.of M/s V.Kumar and Associates, SCO 124-125, Sector 34A, Chandigarh, Cost and Works Accountants as the Cost Auditors of the Company for the financial year 2012-13 for filing of Compliance Report as per Cost Accounting Record Rules,2011 issue vide notification of Ministry of Company Affairs (MCA) dated 3rd June,2011

AUDITOR''S REPORT

Observations made in the Auditors'' Report are self- explanatory and therefore do not call for any further explanation.

AUDIT COMMITTEE

The constitution is in accordance with Section 292A of the Companies (Amendment) Act, 2000.

1. Mr. Jalesh Grover

2. Mr. Ajay Arora

3. Mr. Multan Singh Kadian

The Committee met Five times during the year. The Board of Directors has accepted all the recommendation of the Audit Committee.

CORPORATE GOVERNANCE

The Company aims to conduct its affairs in an ethical manner. A separate Report on Corporate Governance forms a part of the Annual Report. A certificate from the Company''s Auditors regarding the Compliance of Conditions of Corporate Governance as stipulated under Clause 49 is also annexed with the report.

LISTING OF SHARES & SEBI REGULATION

The Equity shares of the company are listed on The Stock Exchange Mumbai & National Stock Exchange of India Ltd., Mumbai.

INSURANCE

The company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine etc.

DEPOSITS

During the year under Report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A and 58AA of the Companies Act ,1956.

ACKNOWLEDGEMENTS

Company would like to thank its Shareholders including suppliers, vendors, investors and bankers. Company also records its appreciation of the contribution made by employees at all levels. The diligent hard work, cooperation and support is a backbone of all endeavors of the company. We, assure all the stakeholders that the team ADIL is fully dedicated and assure that with the continuous support, we will overcome the turbulence in this year.



For and on behalf of the Board

Place: Chandigarh -sd/-

Dated: 14.08.2013 Vivek Atri

Dy. Managing Director & secretary


Mar 31, 2012

The Directors are pleased to present the 20th Annual Report and Audited Statements of Accounts for the period ended on 31st March, 2012.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 2011-12 2010-11

Net Sales/Income 17951.46 13962.59

Other Income 76.67 425.09

Increase/(Decrease)in Stock (176.81) (2409.66)

Total Expenditure 20334.80 22592.95

Profit (Loss) before Int/Tax/Dep 3134.41 (3525.78)

Interest 3789.16 3033.59

Depreciation 1651.92 1645.90

Misc Expenses W/o - 4.00

Profit ( loss ) before Tax (5305.79) (9179.04)

Provision for Taxation - -

Profit after Current Tax (5305.79) (9180.88)

Provision for deferred Tax/Mat Credit Entitlement (520.48) (3201.62)

Profit/Loss after Tax (4793.57) (12397.58)

Extra Ordinary Items including Previous year adjustments 10.62 13.38

Net Profit/Loss After tax (4793.57) (12397.58)



DIVIDEND

In view of the loss, your directors regret their inability to recommend any Dividend for the year under review. PERFORMANCE

During the year under review, your company has achieved a net income of Rs.180.21 Crores (previous year Rs. 143.88 Crores). The Sales in the Current financial year i.e. 2012-13 of the Company have been adversely affected due to presence of some traces of Carbendazim in Shipments of Canned Mushrooms to US. The said traces have been found during testing by USFDA. The Company has recalled the said containers back to India. The said development has resulted into reduced level of production.

The company is exploring domestic and other export markets for future sales.

CHENNAI PLANT

The Liquidity crunch is causing delay in the final commissioning of Chennai can unit.

AUDITORS

M/s Suresh Mittal & Associates, Chartered Accountants, Patiala, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The Board recommends their reappointment.

DIRECTORS

Shri Jalesh Grover, Sh. Ajay Arora and Mr. M.S. Kadian who were appointed as additional directors of the Company retiring at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

During the year Mr. Arvind Kalra has resigned as an Executive Director of the Company. The Board of Directors has appointed Mr. Vivek Atri as Dy. Managing Director and Mr. Harpreet Singh Nagra as Whole Time Director. Also, Mr. H.S. Garcha, Mr. Dilsher Singh, Mr. B.B. Huria and Mr. S.R.K. Agnihotri has resigned from the directorship during the year.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

i) that in the preparation of accounts for the period ended 31st March, 2012, the applicable Accounting Standards had been followed and there are no material departures:

ii) that the selected Accounting Policies are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year end and profit of the Company for that period;

iii) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) that the accounts have been prepared on a going-concern basis.

INTERNAL CONTROL AND ADEQUACY

The Company has adequate system of internal controls to ensure that all assets are safeguard, transactions are authorized, optimum utilization of resources, costs are controlled, reporting of financial transactions and compliance with applicable law and regulations.

BIFR AND REHABILITATION

Considering, the observations by the Auditors, The Company made a reference to the BIFR to declare the Company Sick. However, the same was dismissed. The Company has now filed an appeal with AAIFR, which has been admitted.

The Net Worth of the Company continue to be eroded considering the audited financial results of the Company. The Company propose to file a fresh reference in terms of the current year's balance Sheet, in case there is a decline from AAIFR to declare the Company sick.

Thereafter, the Company propose to submit a suitable rehabilitation plan upon declaration it as sick.

COST AUDIT

The Company has appointed Dr. Vimal Kumar (Membership No. 9982) prop.of M/s V.Kumar and Associates, SCO 124- 125, Sector 34A, Chandigarh, Cost and Works Accountants as the Cost Auditors of the Company for the financial year 2011-12 for filing of Compliance Report as per Cost Accounting Record Rules, 2011 issued vide notification of Ministry of Company Affairs (MCA) dated 3rd June,2011

AUDITOR'S REPORT

Observations made in the Auditors' Report are self- explanatory and therefore do not call for any further explanation.

AUDIT COMMITTEE

The Board of Directors in their meeting held on 13th August, 2012 have re-constituted the Audit Committee consisting of the following:-

1. Mr. Jalesh Grover

2. Mr. Ajay Arora

3. Mr. Multan Singh Kadian

The constitution is in accordance with Section 292A of the Companies (Amendment) Act, 2000.

The Committee met Five times during the year. The Board of Directors has accepted all the recommendation of the Audit Committee.

CORPORATE GOVERNANCE

The Company aims to conduct its affairs in an ethical manner. A separate Report on Corporate Governance forms a part of the Annual Report. A certificate from the Company Secretary in practice regarding the Compliance of Conditions of

Corporate Governance as stipulated under Clause 49 is also annexed with the report.

LISTING OF SHARES & SEBI REGULATION

The Equity shares of the company are listed on The Stock Exchange Mumbai & National Stock Exchange of India Ltd., Mumbai.

The listing fee for 2011-2012 has been paid on time and there being neither delisting nor suspension of shares from trading during the period under review.

INSURANCE

The company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine etc.

DEPOSITS

During the year under Report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A and 58AA of the Companies Act ,1956.

ACKNOWLEDGEMENTS

Company would like to thank its Shareholders including suppliers, vendors, investors and bankers. Company also records its appreciation of the contribution made by employees at all levels. The diligent hard work, cooperation and support is a backbone of all endeavors of the company.



For and on behalf of the Board

Place: Village Tofapur -sd/-

Dated: 30.08.2012 Malvinder Singh

Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 19th Annual Report and Audited Statements of Accounts for the period ended on 31st March, 2011.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 2010-11 2009-10

Net Sales/Income 13443.29 9635.61

Other Income 944.39 864.87

Increase / (Decrease) in Stock (2409.65) (1540.35)

Total Expenditure 15425.76 12380.09

Profit (Loss) before Int/Tax/Dep (3447.74) (3458.61)

Interest 3111.63 3516.11

Depreciation 1641.90 1601.09

Misc Expenses W/o 4.00 38.65

Profit (Loss) before Tax (8205.27) (8575.81)

Provision for Taxation 1.84 2.10

Profit after Current Tax (8207.11) (8577.91)

Provision for deferred Tax/Mat Credit (3203.32) 3142.65 Entitlement

Profit/(Loss) after Tax (11410.43) (5435.26)

Extra Ordinary Items including Previous 987.15 761.19 year adjustments

Net Profit/(Loss) After tax (12397.58) (6196.46)

DIVIDEND

In view of the loss, your directors regret their inability to recommend any Dividend for the year under review.

BIFR REFERENCE UNDER SECTION 15 AND OTHER APPLICABLE PROVISIONS OF CHAPTER III OF THE SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT, 1985.

Considering the audited financial results and the observations by the auditors thereon, the net worth of the Company has fully eroded. The Computation of Net Worth erosion is as under:

(Rs. in lacs)

NET WORTH Share Capital

- Paid up equity share capital 5436.50

- Paid up preference share capital 3964.11 9400.61

- General Reserve 5592.24

- Share Premium Account 4421.88 10014.12

NET WORTH 19414.73

ACCUMULATES LOSSES

(Profit & Loss Account-Debit Balance) 17241.73

Add: Unprovided for expenses/losses in respect of which Auditor's has made the following qualifications in the Auditor's Report on the accounts of the company for F.Y. 2010-11:

(i) Old/ Slow moving stock of Canned Mushroom, included in closing stock, 1071.69 which has no realizable value.

(ii) Debts due against export, which are outstanding for more than two years, bill discounted against which has not been made good by the buyer and are doubtful 1480.24 2551.93 of recovery.

Accumulated Losses after considering unprovided for losses / expenses 19793.66

Excess of Accumulated Losses over the Net Worth 378.93

The Board of Directors in their meeting held on 15th July, 2011, formed an opinion that the Company has become a Sick Industrial Company, accordingly a reference be made to Board for Industrial & Financial Reconstruction(BIFR) under Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

The reference in terms of section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 was filed on 27.07.2011 and the same has been registered with BIFR on 8th August, 2011.

OPERATIONS

During the year under review, your company has achieved a turnover of Rs.134.43 Crores (previous year Rs. 96.36 Crores). The restructured debt of the Company has been reworked through CDR mechanism, which inter-alia includes enhancement of moratorium of 12 months. During the year there were torrential rains and floods in the surrounding area of Mushroom Production unit, which caused an outbreak of Wet bubble disease, thus affecting the production cycle. However, the disease has now been controlled and the production is stabilized now.

The Company expects the increase in the Mushroom production in future.

CHENNAI PLANT

The Commissioning of Chennai Plant is at a Stage of synchronization. The coil cutting and Can making line has been erected and tested. However, the commissioning of Easy Open End (EOE) and printing line getting delayed due to replacement of a critical part, which now has been imported. The Synchronization of the complete plant is delaying due to shortage of funds. The final commissioning is expected to be completed by 30.09.2011.

AUDITORS

M/s Suresh Mittal & Associates, Chartered Accountants, Patiala, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The Board recommends their reappointment.

DIRECTORS

To appoint Director in place of Mr S.R.K.Agnihotri and Mr. Ajay Arora, who retires by rotation & being eligible, offers themselves for re-appointment.

ISSUE OF CAPITAL

The Company issued 10,00,000 (Ten Lacs) convertible warrants of Rs.10/- each, at a premium of Rs.13.00 per warrant to the Financial Investors on preferential basis. Out of these warrants, 2,00,000 warrants are outstanding for conversion. The last date for conversion is 4th January, 2012, If the Investor opts to exercise these option for conversion, the paid up capital shall increase by Rs. 20,00,000.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

i) that in the preparation of accounts for the period ended 31st March, 2011, the applicable Accounting Standards had been followed and there are no material departures:

ii) that the selected Accounting Policies are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year end and profit of the Company for that period;

iii) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) that the accounts have been prepared on a going-concern basis.

AUDIT COMMITTEE

The Board of Directors in their meeting held on 13th November, 2010 have re-constituted the Audit Committee consisting of the following:-

1. Mr. S.R.K. Agnihotri, 2. Dr. H.S. Garcha, 3. Mr. Ajay Arora,

4. Mr. B.B. Huria

The constitution is in accordance with Section 292A of the Companies (Amendment) Act, 2000.

The Committee met Five times during the year. The Board of Directors has accepted all the recommendation of the Audit Committee.

CORPORATE GOVERNANCE

As required under Clause 49 of the listing agreement, a report on Corporate Governance is enclosed in this annual report. Auditor's Certificate on the compliance of Corporate Governance is also annexed with the report.

LISTING OF SHARES & SEBI REGULATION

The Equity shares of the company are listed on The Stock Exchange Mumbai & National Stock Exchange of India Ltd., Mumbai. The listing fee for 2010-2011 has been paid on time and there being neither delisting nor suspension of shares from trading during the period under review.

INSURANCE

The company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine etc.

DEPOSITS

The Company has not invited any deposits from the public.

ACKNOWLEDGEMENTS

Company would like to thank its Shareholders including suppliers, vendors, investors and bankers. Company also records its appreciation of the contribution made by employees at all levels. The diligent hard work, cooperation and support is a backbone of all endeavors of the company. We, assure all the stakeholders that the team ADIL is fully dedicated and assure that with the continuous support, we will overcome the turbulence in the coming years.

For & on behalf of the Board sd/- Place : Village Tofapur Malvinder Singh Dated : 27.08.2011 Chairman & Managing Director


Mar 31, 2010

The Directors are pleased to present the 18lh Annual Report and Audited Statements of.Accounts for the period ended on 31st March, 2010.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 2009-10 2008-09

Net Sales/Income 9635.61 13841.20

Other Income 864.87 822.61

Increase/(Decrease) in Stock (1540.35) 1796.58

Total Expenditure 12380.09 16495.43

Profit /( Loss) before Int /Tax/Dep - (3458.61) (35.04)

Interest 3516.11 2900.20

Depreciation 1601.09 1452.22

Misc Expenses W/o 38.65 41.45

Profit /(loss) before Tax (8575.81) (4429.00)

Provision for Taxation 2.10 25.11

Profit after Current Tax (8577.91) (4454.11)

Provision for deferred Tax 3142.65 1740.28

Profit/Loss after Tax (5435.26) (2713.83)

Extra Ordinary Items-including Previous Year adjustments 761.19 724.16

Net Profit/Loss After tax (6196.46) (3437.99)



OPERATIONS

During the year under review, your company has achieved a turnover of Rs.96.36 Crores (previous year Rs.138,41 Crores). During the year, the Company has restructured its total debt through the CDR Mechanism of the RBI which inter alia provides for reschedulement of repayments, concession interest, deferment of repayment of Term Loans, conversion of irregular Working Capital into Working Capital Term Loan, Working Capital Demand Loan, 6% Optionally Cumulative Convertible Redeemable Preference Shares (OCCRPS).

CHENNAI PLANT

To complete commissioning work at Chennai Project, the Lenders sanctioned Term Loans in terms of Debt Restructuring by the CDR-EG. The Banks have started disbursing the requisite Term Loans for the said purpose. The commissioning work of Chennai Project being set up at Village Kolambakkam, Post Pazhayanoor (Chennai) Tamil Nadu is in final stage.

The commercial production is expected in October, 2010. After production, the project will contribute positively towards the revenues of the Company.

AUDITORS

M/s Suresh Mittal & Associates, Chartered Accountants, Patiala, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The Board recommends their reappointment.

DIRECTORS

The Board recomends the reappointment of Sh. S.R.K. Agnihotri and Sh. B.B. Huria who retires by rotation & being eligible, offers themselves for re-appointment.

ISSUE OF CAPITAL

The Company issued 2,00,00,000 fully convertible warrants of Rs.10/- each, at a price of Rs.10/- per warrant to be converted into one equity share on 30th July, 2009. The said warrants were converted into equity shares on 15th January, 2010.

In terms of the Restructuring of Debt of the Company, 39,64,110 6% Optionally Cumulative Convertible Redeemable Preference Shares (6% OCCRPS) of Rs.100/- each were issued to the Lenders on 31s1 March, 2010.

The Company further issued 10,00,000 (Ten Lacs) convertible warrants of Rs.10/- each, at a premium of Rs.13.00 per warrant to be converted into one equity share on 5th July, 2010 to the Financial Investors on preferential basis. Out of these warrants, 8,00,000 warrants were converted into equity shares on 23rd July, 2010.

PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure I to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:-

i) that in the preparation of accounts for the period ended 31st March, 2010, the applicable Accounting Standards had been followed and there are no material departures;

ii) that the selected Accounting Policies are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year end and profit of the Company for that period;

iii) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) that the accounts have been prepared on a going-concern basis.

CEO/ CFO CERTIFICATION

The CEO (Managing Director) and the CFO of the Company have certified to the Board in the manner required under Corporate Governance Code, concerning the annual financial statement.

AUDIT COMMITTEE

The Board of Directors in their meeting held on 2nd August, 2010 have re-constituted the Audit Committee consisting of the following:-

1. Mr. S.R.K. Agnihotri

2. Mr. Arvind Kalra

3. Dr. H.S. Garcha

4. Mr. Ajay Arora

5. Mr. B.B. Huria

The constitution is in accordance with Section 292A of the Companies (Amendment) Act, 2000.

The Committee met Five times during the year. The Board of Directors has accepted all the recommendation of the Audit Committee.

CORPORATE GOVERNANCE

As required under Clause 49 of the listing agreement, a report on Corporate Governance is enclosed in this annual report. Auditors Certificate on the compliance of Corporate Governance is also annexed with the report.

LISTING OF SHARES & SEBI REGULATION

The Equity shares of the company are listed on The Bombay Stock Exchange Ltd. & National Stock Exchange of India Ltd., Mumbai.

The listing fee for 2009-2010 has been paid on time and there being neither delisting nor suspension of shares from trading during the period under review.

INSURANCE

The company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine etc.

DEPOSITS

The Company has not invited any deposits from the public.

ACKNOWLEDGEMENTS

The Board of Directors deeply acknowledge the contribution of all the stakeholders of the Company and value their support and suggestions. The support of various Banks and other Lenders to the Company at the difficult time is worth praising and deserve heartfelt thanks. We, assure all the stakeholders that the team ADIL is fully dedicated and assure that with the continuous support, we will overcome the turbulence in this year.

For and on behalf of the Board

sd/- Place : Village Tofapur Malvinder Singh

Dated: 14.08.2010 Chairman & Managing Director

Find IFSC